Seller Consent. Each Seller, as a shareholder or other security holder of the Company, hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents to which the Company is or is required to be a party or otherwise bound, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby. Each Seller acknowledges and agrees that the consents set forth herein are intended and shall constitute such consent of the Sellers as may be required (and shall, if applicable, operate as a written shareholder resolution of the Company) pursuant to the Company Organizational Documents, any other agreement in respect of the Company to which any Seller is a party or bound and all applicable Laws.
Seller Consent. Each Seller hereby consents to the Transfer and the other transactions contemplated by this Agreement and the other Ancillary Documents. Each Seller acknowledges and agrees that the consents set forth herein are intended and shall constitute such consent of the Sellers as may be required pursuant to the provisions of the Delaware General Corporation Law.
Seller Consent. Each Seller, as a shareholder or other security holder of Delta, hereby approves, authorizes and consents to Delta’s execution and delivery of this Agreement and the Ancillary Documents to which it is or is required to be a party or otherwise bound, the performance by Delta of its obligations hereunder and thereunder and the consummation by Delta of the transactions contemplated hereby and thereby. Each Seller acknowledges and agrees that the consents set forth herein are intended and shall constitute such consent of the Sellers as may be required (and shall, if applicable, operate as a written shareholder resolution of Delta) pursuant to Delta’s Organizational Documents, any other agreement in respect of Delta to which any Seller is a party or bound and all applicable Laws.
Seller Consent. The Company agrees to use its reasonable commercial efforts to cause each Seller to deliver to Buyer prior to the Closing a counterpart signature page to this Agreement directly executed by each such Seller.
Seller Consent. Each Seller hereby consents to the Merger and the other transactions contemplated by this Agreement and the other Ancillary Documents. Each Seller acknowledges and agrees that the consents set forth herein are intended and shall constitute such consent of the Sellers as may be required pursuant to the provisions of Sections 601, 803 and 903 of the NYBCL and other applicable provisions of the NYBCL. Each Seller hereby further waives any appraisal or dissenters rights that they might otherwise have under the NYBCL in connection with the Merger.
Seller Consent. Buyer shall not, and Buyer shall cause Buyer Group not to, (i) make or change any Tax election (including an election pursuant to Treasury Regulation Section 301.7701-3) or accounting method or practice with respect to any of the Assets or the Business that has retroactive effect to any Tax period of Seller ending on or prior to the Closing Date, or (ii) file any amended Tax Return with respect to Tax Returns of the Business or the Assets for any Tax period ending on or prior to the Closing Date.
Seller Consent. A consent executed by each Seller party to the Purchase Agreement pursuant to which each Seller consents to the assignment of the rights of the Company under the Purchase Agreement to Administrative Agent and Canadian Administrative Agent for the benefit of Lenders and acknowledges that each Lender, the Administrative Agent and Canadian Administrative Agent are third party beneficiaries of all obligations and liabilities of such Sellers under such Purchase Agreement, or if the Administrative Agent reasonably requires, an agreement among the Company, each Seller, the Canadian Administrative Agent and the Administrative Agent to the same effect.
Seller Consent. The Seller hereby approves, authorizes and consents to the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby. The Seller promises to execute such instruments of transfer and approval as are necessary to consummate the Exchange.
Seller Consent. Unless Seller has consented to a settlement of a Third Party Claim, the amount of the settlement shall not be a binding determination of the amount of the Loss and such amount shall be determined in accordance with the provisions of the Escrow Agreement.
Seller Consent. Seller hereby consents to the consummation --------------- of the transaction pursuant to any change of control provisions contained in any agreement between Seller and the Company.
