Consent of the Investors definition

Consent of the Investors means the consent of the Investors entitled to purchase more than 90% of the Investor Shares. Such consent shall be effective upon the later of (i) written consent of the Investors having the right to purchase at least 90% of the Investor Shares pursuant to Section 2.1 herein and (ii) 2 Business Days after notice of such consent has been received by the controlling Affiliate of each Investor Group that has not delivered such written consent; provided that such consent shall not be binding upon an Investor and this Agreement shall terminate solely with respect to such Investor, subject to Section 8.2 herein, upon receipt by the Company and each other Investor of notice of termination by the Investor pursuant to Section 8.1(e) herein.
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Consent of the Investors means the affirmative vote of Investors owning more than 50% of the outstanding Units. "Controlling Person" of any General Partner or Affiliate thereof means any person who (a) performs functions for a General Partner or Affiliate similar to those of (i) a Chairman or member of the Board of Directors, (ii) executive management, such as a President, or a Vice-President, Secretary or Treasurer, or (iii) senior management; or (b) holds a 5% or more equity interest in the General Partner or Affiliate, or has the power to direct or cause the direction of the General Partner, or Affiliate, whether through the ownership of voting securities, by contract or otherwise. "Development General Partner" means Meridian Healthcare Investments, Inc., or any Person who is designated as the Development General Partner in the Schedule at the time of reference thereto. "Development Partnership Interest Acquisition Agreements" means those agreements pursuant to which the Fund will acquire, subject to raising sufficient proceeds of the Offering, Operating Partnership Interests of the Operating Partnerships that own Facility V, Facility VI and Facility VII. "Due Diligence Expense Reimbursement Fee" means the fee equal to 2% of the Gross Proceeds of the Offering allowed to the Selling Agent, which may be re-allowed to Soliciting Dealers, for advisory services, due diligence activities and the reimbursement of expenses. "Entity" means any general partnership, limited partnership, corporation, joint venture, trust, estate, business trust, cooperative, association or other legal form of organization. "Escrow Agent" means Mercantile-Safe Deposit & Trust Company, or such other escrow agent chosen by the General Partners to hold funds from Persons who have subscribed to become Investors pending the assignment of Assignee Units to them. "Existing Partnership Interest Acquisition Agreements" means those agreements pursuant to which the Fund will acquire, subject to raising sufficient proceeds of the Offering, Operating Partnership Interests relating to Facility III and Facility IV. "Facilities" mean the nursing centers described in the Prospectus which are to be acquired, developed, owned and operated by the Operating Partnerships, including all replacements thereto and all personal property which is used in connection therewith. Any one of the Facilities may herein be referred to as a "Facility". The terms "Facility I" through "Facility VII" shall be defined by reference to the use of su...
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Consent of the Investors means the written consent of each of Oxford, Sprout, and Venrock, as provided to the Company.
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Examples of Consent of the Investors in a sentence

  • The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred.

  • For purposes of this paragraph, counsel will be deemed approved by the Consent of the Investors if proposed by the General Partners and affirmatively approved in writing within 45 days; provided that if the holders of 10% or more of the outstanding Units propose counsel for this purpose, such proposed counsel, and not counsel proposed by the General Partners, shall be submitted for such approval by the Investors.

  • Subject to the Consent of the Investors when required by this Agreement, the General Partners shall have the exclusive right to manage and control the business of the Fund.

  • Section 9.1 of the Agreement provides in part that any provision of the Agreement may be amended upon the written consent of the Company and Consent of the Investors and that any such amendment effected in accordance with Section 9.1 of the Agreement will be binding upon each Investor and the Company.

  • Any term hereof may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the Consent of the Investors.

  • This Agreement, and the rights and obligations hereunder, shall not be assigned without the mutual written Consent of the Investors and the Company; provided that each Investor may assign its rights and obligations along with the transfer of its portion of Purchased Shares to its Affiliate without the Consent of the other Parties under this Agreement.

  • The Company shall, in accordance with the laws of the State of Delaware and the Company's certificate of incorporation and bylaws, use its best efforts to convene a meeting of holders of Common Stock (the "Stockholders' Meeting") within 21 days (or such other time period that is mutually agreed to by the consent of the Company and Consent of the Investors) after the Proxy Statement is declared effective, to consider and vote upon giving Stockholder Approval.

  • This Agreement sets forth the entire understanding of the parties in connection with the subject matter hereof and this Agreement may be altered only by an instrument in writing with the Consent of the Investors.

  • Unless the Investors agree to transfer the assets of the Fund, subject to its liabilities, to a successor Entity pursuant to Section 8.2A, upon dissolution of the Fund, the General Partners, any Limited Partner or the liquidating trustee under the Act, as the case may be, shall liquidate the Fund Property, and apply and distribute the proceeds thereof in accordance with Section 4.4. A Partner or an Affiliate of a Partner may purchase such assets with the Consent of the Investors.

  • Except as otherwise provided herein or therein, amendments in or additions to, and any consents required by, this Agreement may be made, and compliance with any term, covenant, condition or provision set forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively) by a Consent of the Investors and (in the case of any such amendment or addition) the Company.


More Definitions of Consent of the Investors

Consent of the Investors means, unless the context expressly provides otherwise, the consent of Investors holding a majority of the Shares held by Investors at the time of the applicable consent.
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Consent of the Investors means the affirmative vote of Investors owning more than 50% of the outstanding Units.
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Consent of the Investors means the vote at a meeting or executed written consents in lieu of a meeting of one or more Investors owning at least two-thirds of the Preferred Shares (including for such purposes, on a proportional basis, any Conversion Shares into which any of the Preferred Shares have been converted and not sold to the public).
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Related to Consent of the Investors

  • Consent of the Stockholders means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.

  • Consent of the Partners means the Consent of Partners, other than the Preferred Limited Partners, holding Percentage Interests that in the aggregate are equal to or greater than a majority of the aggregate Percentage Interests of all Partners, other than the Preferred Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by such Partners, in their sole and absolute discretion.

  • Consent of the Limited Partners means the Consent of a Majority in Interest of the Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by a Majority in Interest of the Limited Partners, unless otherwise expressly provided herein, in their sole and absolute discretion.

  • Existing Investors shall have the meaning given in the Preamble hereto.

  • Majority Investors means, as of any date, the holders of a majority of the Investor Shares outstanding on such date.

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • Second Closing has the meaning set forth in Section 2.2.

  • Permitted Existing Investments means the Investments of the Borrower and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

  • Member of the Immediate Family means, with respect to any Person who is an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trustee, solely in his or her capacity as trustee, for a trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.

  • Other Investors shall have the meaning set forth in the Preamble.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Majority in Interest of the Limited Partners means Limited Partners holding in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Limited Partners.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Management Investors means the members of the Board of Directors, officers and employees of the Borrower and/or its Subsidiaries who are (directly or indirectly through one or more investment vehicles) investors in the Borrower (or any direct or indirect parent thereof).

  • Concurrent Financing means the various third party financing arrangements the Company is executing pursuant to the agreements described on Schedule 2.1(c)(i) (the “Concurrent Financing”) separate and apart from the transactions contemplated by this Agreement.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Lead Investors means collectively, BlackRock, GSO, Magnetar and, solely for purposes of Section 2.02(b), Investment Partners V (II), LLC.

  • Requisite Holders means at any time holders of Warrant Shares and Warrants representing at least a majority of the Warrant Shares outstanding or issuable upon the exercise of all the outstanding Warrants.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Required Investors means the Investors holding a majority of the Registrable Securities.

  • Initial Holders has the meaning set forth in the preamble.

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.