Pre-Closing Decisions. 1.1.1. All decisions to be made with respect to the following issues shall require the unanimous consent of the Parties in each Party’s sole discretion: (i) amending, modifying or terminating the Merger Agreement, (ii) except as provided in Section 1.1.2 below, waiving any of the conditions set forth in Article VII of the Merger Agreement, (iii) enforcing any rights of Parent or Merger Sub under the terms of the Merger Agreement, (iv) the negotiation or entry by Parent or Merger Sub into any contract, agreement, arrangement or understanding (whether written or oral) not specifically contemplated by the Merger Agreement or the Carveout Transaction Agreements (for avoidance of doubt, the entry into, amendment of or modification to the ABL Commitment Letter (as defined below) shall require only the consent of the Sponsors (and not Wolverine)), (v) unless otherwise provided for in Section 1.1.2, the determination as to whether there has occurred a breach by the Company of any of its representations and warranties or covenants contained in the Merger Agreement, and (vi) the taking of any action by Parent or Merger Sub, other than to prepare for and consummate the Merger (and the other transactions contemplated by the Merger Agreement) and the Carveout Transaction (and the other transactions contemplated by the Carveout Transaction Agreements); provided that after the expiration of sixty (60) calendar days following the Termination Date, any Party may, in its sole discretion, cause Parent to terminate the Merger Agreement.
Pre-Closing Decisions. TERP agrees that, notwithstanding the pending Carveout Transaction or any provision of the Purchase Agreement, all decisions to be made under and in connection with the Merger Agreement, and the transactions contemplated thereby, shall be made in agreement by both Parent and TERP, each acting in its reasonable discretion; provided, however, that all determinations to be made under and in connection with the Merger Agreement that pertain to the Carveout Assets shall be made by TERP acting in its sole discretion.
Pre-Closing Decisions. TERP agrees that, notwithstanding the pending Carveout Transaction or any provision of the Purchase Agreement, all decisions to be made under and in connection with the Merger Agreement, and the transactions contemplated thereby, shall be made in agreement by both Parent and TERP, each acting in its reasonable discretion; provided, however, that all determinations to be made under and in connection with the Merger Agreement that pertain to the Carveout Assets shall be made by TERP acting in its sole discretion (provided that if any such determination requires a consent to be granted by Parent under the Merger Agreement, TERP shall not unreasonably withhold, condition or delay its consent if Parent is unable to unreasonably withhold, condition or delay its consent under the Merger Agreement and which consent by TERP shall be deemed to be granted five (5) Business Days after written request for such consent has been delivered to TERP by Parent unless TERP shall have denied such consent request in writing).
Pre-Closing Decisions. 1.1.1 All decisions to be made with respect to the following issues shall require the unanimous consent of the Investors in each Investor’s sole discretion: (a) amending or modifying the Purchase Agreement or waiving any of Buyer’s rights thereunder, (b) waiving any of the conditions set forth in Article 8 of the Purchase Agreement (the “Closing Conditions”), (c) enforcing any remedies of Buyer under the Purchase Agreement on account of or due to Seller’s breach or threatened breach of any of Seller’s representations, warranties or covenants made therein, (d) determining that there has occurred a breach by Seller of its representations, warranties or covenants contained in the Purchase Agreement, (e) prior to Closing, except as set forth in Section 1.2 below or as contemplated by clause (f) of this Section 1.1.1, the negotiation or entry by Buyer into any contract, agreement, arrangement or understanding (whether written or oral) other than agreements with respect to any regulatory filings contemplated by the Purchase Agreement, or (f) prior to Closing, the taking of any other action by Buyer, other than to prepare for and consummate, and to negotiate, prepare, execute and deliver all documents, agreements, instruments and certificates as shall be necessary to consummate, the Transaction (and the other transactions contemplated by the Purchase Agreement) in a manner contemplated by the Purchase Agreement. Notwithstanding anything to the contrary provided herein, Arc shall have sole authority and be solely responsible for (and GE will have no authority with respect to) making any and all decisions with respect to (i) negotiating, entering into and borrowing under definitive agreements relating to any indebtedness to be provided to Arc or a subsidiary thereof in connection with Arc’s direct or indirect financing of the Transaction, including with respect to the debt commitment letter attached as Exhibit C hereto (the “Debt Commitment Letter”) or (ii) negotiating, entering into and taking any and all actions with respect to the issuance and sale (in one or a series of transactions) of any equity securities by Arc in connection with Arc’s direct or indirect financing of the Transaction (the “Arc Equity Offering”).
Pre-Closing Decisions. 1.1.1. Any decision under the Interim Agreement that requires the consent of each of Xxxx and Golden Gate in its sole discretion (i.e., the decisions referred to in Section 1.1.1 of the Interim Agreement) will require the consent of each Sponsor, in its sole discretion. For avoidance of doubt, any decision to increase the merger consideration payable per share under the Merger Agreement will require the consent of each Sponsor, in its sole discretion.
Pre-Closing Decisions
