Purchaser Consent. The Purchaser shall have given irrevocable written consent (in its capacity as a party to this Agreement and not as a stockholder), which may be given by e-mail, to the Company confirming its commitment to purchase the Forward Purchase Securities (which it may withhold at its sole discretion) and the amount of the Purchase Price, which consent shall be withheld or granted no later than five (5) days after receipt of notification that the board of directors of the Company (the “Board”) will meet to consider entering into a definitive acquisition agreement for the Business Combination. Prior to entering into any definitive agreement setting forth the terms and conditions of, and binding the Company (subject to any conditions and qualifications set forth in such agreement) to effect, a Business Combination, any agreement relating to the forfeiture of Founder Shares or any other material agreement to be executed in connection with such definitive agreement (collectively, a “Business Combination Agreement”), the Company shall give written notice to the Purchaser stating its bona fide intention to enter into a Business Combination Agreement. The Company will provide the Purchaser with applicable materials and information in order for the Purchaser to evaluate whether to provide a consent to the proposed Business Combination, including the material terms of the transaction and any other information reasonably requested by the Purchaser with respect to the proposed Business Combination, such materials and information to be provided subject to the terms of a non-disclosure agreement to be entered between the Company and the Purchaser in accordance with applicable law (including Regulation FD under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the Company’s contractual obligations; provided, that the Company shall have the right to refuse to provide any such materials or information if, in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, the provision of such materials or information could violate applicable laws or regulations or result in any waiver of legal privilege of the Company; and provided, further, that if the target entity’s equity or debt securities are traded on a securities exchange or over-the-counter market, prior to providing such materials and information, the Company will first provide only the name of the potential target to a legal or compliance person designated b...
Purchaser Consent. Each Purchaser hereby consents to the provisions of Schedule III attached hereto.
Purchaser Consent. Purchaser hereby agrees that promptly following satisfaction of each of the conditions set forth in Section 7.1 and Section 7.2 it shall waive, in accordance with Section 9.1 of the Credit Agreement, compliance by Company with the terms of Section 6.4 of the Credit Agreement solely to the extent required to permit the Merger and the Bank Merger to be consummated without constituting a default of Company thereunder.
Purchaser Consent. Purchaser is communicating with Seller electronically every time Purchaser uses Seller’s consumer website, Seller’s servers, or sends to Seller emails, text messages, and other communications from Purchaser’s computer or mobile device. Purchaser consents to receive electronic communications from Seller relating to Purchaser’s order, such as e-mails, text messages, mobile push notices, or notices and messages on Seller’s consumer website, and Purchaser can retain copies of these communications for Purchaser’s records.
Purchaser Consent. The Seller shall procure that the Purchaser is given the opportunity to review and consent to any details or information in the Circular or any supplementary circular regarding (i) the Purchaser, the Purchaser Group and/or any shareholder of the Purchaser and/or (ii) any Acquisition Document and/or transaction contemplated by such Acquisition Document before the Circular or any supplementary circular is despatched to the Seller’s shareholders and any other person entitled to receive it.
Purchaser Consent. The undersigned in its capacity as the Purchaser (as defined in the Lease) hereby provides its written consent to the Amendment in accordance with Section 11.4 of the Lease.
Purchaser Consent. (a) The Purchaser hereby consents to the Merger and the TM Distribution (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing).
(b) The Purchaser, by the execution and delivery of this Agreement, hereby waives in relation to the Merger its rights under Section 262 of the Delaware General Corporation Law (“Section 262”) in connection with its Appraisal Shares (as defined in the Merger Agreement) including any rights to demand appraisal of its Appraisal Shares, and hereby consents and agrees, in relation to the Merger, not to exercise any rights under Section 262, including any appraisal rights, with respect to its Appraisal Shares.
Purchaser Consent. (a) The Purchaser hereby consents, with respect to the limitations set forth in the Shareholders Agreement by and among Mascotech, Inc., Masco Corporation, Xxxxxxx Xxxxxxxxx, Xxxxxxx and Xxxx Xxxxxxxxx Foundation, the Heartland Entities listed on the signature pages thereto and the HIP Co-Investors listed on the signature pages thereto, dated as of November 28, 2000 (the “Mercury Shareholders Agreement”), to Mercury’s participation in the Transactions and to the TM Distribution (as defined in the Merger Agreement) (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing). The Purchaser further consents and acknowledges that at the Effective Time the Mercury Shareholders Agreement shall terminate and be of no force and effect.
(b) The Purchaser hereby consents to the Merger and the TM Distribution (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing).
(c) The Purchaser, by the execution and delivery of this Agreement, hereby waives in relation to the Merger its rights under Section 262 of the Delaware General Corporation Law (“Section 262”) in connection with its Appraisal Shares (as defined in the Merger Agreement) including any rights to demand appraisal of its Appraisal Shares, and hereby consents and agrees, in relation to the Merger, not to exercise any rights under Section 262, including any appraisal rights, with respect to its Appraisal Shares.
Purchaser Consent. 78 Section 5.21 Bulk Sales Laws.................................................78
Purchaser Consent. Immediately following the execution of this Agreement, Purchaser shall execute and deliver, in accordance with Section 228 of the DGCL and in its capacity as the sole stockholder of Merger Sub, a written consent adopting this Agreement.
