Preferred Consent Sample Clauses

Preferred Consent. Each of the holders of Series A-1 Preferred shall, to the extent required, consent to the issuance of the Series A-3 Preferred and the transactions contemplated by this Agreement and the other Transaction Documents including but not limited to the elimination of the twelve and one-half percent (12.5%) compounded annual return on the Series A-1 Base Price (as defined in the Certificate of Incorporation) as provided in the definition of Series A-1 Preferred Liquation Amount (as defined in the Certificate of Incorporation). The twelve and one-half percent (12.5%) compounded annual return on the Series A-1 Preferred shall cease from and after the date of issuance of the Series A-3 Preferred but any such return that has been earned to date shall not be effected.
Sample 1
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Preferred Consent. Each Supporting Holder (to the extent such Supporting Holder holds Company Preferred Stock), hereby irrevocably consents to and approves the execution and delivery by the Company of the Merger Agreement in its capacity as a holder of Company Preferred Stock in accordance with the terms of Section 4.6(b)(iii) of the Company Charter. Each Supporting Holder acknowledges that it has been informed by the Company that the consent of the Supporting Holder pursuant to this Section 1.2(a), together with the consent of the other Supporting Holders, constitutes the consent of the majority of the issued and outstanding Company Preferred Stock, as set forth in Schedule A hereto.
Sample 1

Related to Preferred Consent

  • Required Consent Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Section 4.1(b) of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:

  • Informed Consent Both of us have reviewed this Agreement with independent legal counsel. We understand the content, legal effect, and consequences of this Agreement, and we are entering into this Agreement voluntarily, free from duress, fraud, undue influence, or coercion of any kind.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Deemed Consent The Series 2012-1 Noteholders will be deemed to have consented to any amendment to any Related Document that changes the definition of “Rating Agency Condition” in such Related Document to match the definition of “Rating Agency Condition” in this Indenture Supplement.

  • Consent Rights Whenever the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter, and a right of approval or consent for the same or substantially the same matter is also granted to Senior Lender or Funding Lender pursuant to the Senior Loan Documents or otherwise, Senior Lender’s or Funding Lender’s approval or consent or failure to approve or consent will be binding on Subordinate Lender. None of the other provisions of Section 7 are intended to be in any way in limitation of the provisions of this Section 7(f).

  • Tax-Free Reorganization Treatment The parties hereto intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Each of the parties hereto shall, and shall cause its respective subsidiaries to, use its reasonable best efforts to cause the Merger to so qualify.

  • Noteholder Consent For any amendment to this Agreement or any other Transaction Document requiring the consent of the Noteholders, the Owner Trustee will notify the Indenture Trustee to request consent from the Noteholders and follow its reasonable procedures to obtain consent.

  • Required Approvals and Consents (a) All action required by law and otherwise to be taken by the shareholders of the Company to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken.

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

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