Requested Consent Sample Clauses
The Requested Consent clause establishes the requirement for one party to obtain approval from the other before taking certain actions or making specific decisions under the agreement. In practice, this clause typically outlines the process for requesting consent, such as providing written notice and allowing a set period for response, and may specify the types of actions that require such consent, like assigning rights or subcontracting obligations. Its core function is to ensure that both parties maintain control over significant changes or decisions, thereby preventing unilateral actions that could impact the interests or obligations of either party.
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Requested Consent. The Company agrees to use commercially reasonable efforts to obtain the necessary consents pursuant to the Founders Registration Rights Agreement for the rights of the holders of Registrable Securities to include shares in a “demand” registration pursuant to Section 1.03(b) pari passu (rather than subordinate) to the rights with respect to shares of Common Stock exercising piggy-back rights pursuant to the Founders Registration Rights Agreement. The Company shall provide the Investors with prompt written notice at such time as it has obtained such consent. Upon obtaining such consent, Section 1.03(b) shall automatically, and without further action by the Company or any Investor, be amended in its entirety to read as follows:
Requested Consent. We are writing to you in your capacity as Agent for your consideration and, if thought fit, agreement by the Majority Lenders by the Consent Time to their approval to the following pursuant to Clause 38.1 (Required consents) of the Facility:
(a) Pursuant to paragraph (a) of Clause 23.21 (Guarantor Coverage) of the Facility Agreement: “The Company shall ensure that at all times that: (i) the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Adjusted EBITDA) of the Guarantors (excluding HQ) represents at least 85 per cent. of the consolidated Adjusted EBITDA of the Group (including HQ) and (ii) the aggregate net assets of the Guarantors (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any member of the Group) represents at least 70 per cent. of the consolidated net assets of the Group”.
(b) We request that for the duration of the Revised Test Period only the Majority Lenders:
(A) waive the undertaking requiring “the aggregate net assets of the Guarantors (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any member of the Group) represents at least 70 per cent. of the consolidated net assets of the Group” contained in paragraph (a) of Clause 23.21 (Guarantor Coverage) of the Facility Agreement; and (B) consent to such undertaking to be “the aggregate net assets of the Guarantors (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any member of the Group) represents at least 65 per cent. of the consolidated net assets of the Group”;
(ii) consent to any other paragraph of Clause 23.21 (Guarantor Coverage) of the Facility Agreement and any other consequential or related provisions in the Facility Agreement or any other Finance Document being construed and interpreted in accordance with paragraph (b)(i) above; and
(iii) confirm that no Default and/or Event of Default shall exist or otherwise be deemed to be continuing under the Finance Documents by virtue of the aggregate net assets of the Guarantors (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any member of the Group) not representing at least 70 per cent. of the consolidated net assets of the Group.
Requested Consent. The Borrower requests that the due date for the Borrowing Base Deficiency Payment be extended until April 14, 2009 (the “Payment Extension”). Section 10.01 of the Credit Agreement permits the Borrowing Base Deficiency Payment to be extended upon the written consent of the Required Lenders.
Requested Consent. The Borrower has requested that (a) the Lender waive the Minimum Charge pursuant to Section 2.8(d) of the Credit Agreement for the twelve-month period commencing January 31, 2004 through December 31, 2004, and (b) the Lender reduce the frequency of field examinations, audits and appraisals of the Collateral pursuant to Section 6.20 of the Credit Agreement from once every quarter to three times per year (collectively, the “Requested Consents”). Provided that no Default or Event of Default occurs, the Lender hereby waives the Minimum Charge pursuant to Section 2.8(d) of the Credit Agreement for the twelve-month period commencing January 31, 2004 through December 31, 2004. Furthermore, provided that (a) no Default or Event of Default occurs, and (b) Availability calculated on a three-month rolling average for the prior three months is at least equal to or greater than $1,500,000.00, the Lender hereby consents to the reduction of frequency of field examinations, audits and appraisals of the Collateral pursuant to Section 6.20 of the Credit Agreement from once every quarter to three times per year. The waiver and consents granted herein for the Requested Consents shall be effective only in the specific instance and for the specific purposes of the Requested Consents, and shall not entitle the Borrower to any other waiver in any similar or other circumstances. The Requested Consents granted herein shall not be construed as a consent to or waiver of any other Default or Event of Default which may now exist or hereafter occur or any other violation of any term, covenant or provision of the Credit Agreement or any other Loan Document. All rights and remedies of the Lender are hereby expressly reserved with respect to any other such Default or Event of Default. The Requested Consents granted herein do not affect or diminish the right of the Lender to require strict performance by the Borrower of each other provision of any Loan Document to which it is a party. All terms and provisions of, and all rights and remedies of the Lender under the Loan Documents shall continue in full force and effect and are hereby confirmed and ratified in all respects.
Requested Consent. The Borrower has requested that, notwithstanding the existence of the Specified Defaults or anything in the Credit Agreement to the contrary, the Administrative Agent and the Required Lenders consent to: (a) the incurrence by Dasan Network Solutions, Inc., a Foreign Subsidiary organized under the laws of South Korea (“DNS”), of term loan Indebtedness in an aggregate Dollar equivalent of up to $24,5000,000 (the “Specified Term Indebtedness”) and to incur other Indebtedness in an aggregate Dollar equivalent of up to $10,500,000 (the “DNI Guaranteed Indebtedness” and, together with the Specified Term Indebtedness, collectively, the “Specified Indebtedness”), (b) the grant of Liens on the assets and Equity Interests of DNS to secure the Specified Term Indebtedness and the release of any Lien on the Equity Interests of DNS held by the Administrative Agent, and (c) the issuance or transfer of one out of the 1,000,000,000 shares of Equity Interests in DNS (such one share, the “Subject Share”) in connection with the incurrence of the DNI Guaranteed Indebtedness and the release of any Lien on the Subject Share held by the Administrative Agent (the foregoing transactions, collectively, the “Specified Transactions”).