Negative Consent definition

Negative Consent shall have the meaning set forth in Section 5.3(a)(i).
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Negative Consent has the meaning set forth in the Merger Agreement.
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Negative Consent or “negative consent” means, with respect to any Client (or an investor or investors in a pooled investment vehicle that is a Client, as applicable) of a Mandate, that the Company provides a written notice (a “Consent Notice”) to the Client of such Mandate stating that such Client’s affirmative written consent with respect to the Transactions will be deemed to have been granted, including for purposes of the Advisers Act, if such Client (or an investor or investors in a pooled investment vehicle that is a Client, as applicable) has not objected in writing to the assignment of its Mandate or the Transactions by a date that is at least forty-five (45) days after the provision of the Consent Notice.
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Examples of Negative Consent in a sentence

  • This document should be retained by Lessee and provided to Lessor once all the proceeds have been disbursed from the escrow account.o Escrow Incumbency Certificate & Call-backs – Exhibit 5.o Class Action Negative Consent Letter – Exhibit 6.o IRS Form W-9.

  • Without limiting the generality of Section 2.2, Alliance and Federated shall cooperate with each other in preparing required notices and other shareholder communications, setting relevant dates and deadlines and resolving objections received in connection with the Negative Consent Process or Offshore Redemption in Kind Process.

  • At least 45 days before the applicable Conversion Date, the Seller will deliver to each Client Account holder a Negative Consent Letter.

  • Except for Consents deemed to have been given through the Negative Consent Process or the Offshore Redemption in Kind Process and by the holders of a majority of the outstanding shares of the Alliance Funds, and the approval of this Agreement, the other Transaction Documents to which Alliance or any Investment Company is a party and the Transactions by the Board of Alliance or the Investment Companies, as applicable, and any Consents identified on Schedule 3.

  • All requirements required by Applicable Law relating to, and any objections received in response to, the negative consent letters have been dealt with in a manner mutually acceptable to the Parties, completing the Negative Consent Process.

  • The Retirement Investor’s assent to the contract may be evidenced by handwritten or electronic signatures.(ii) Amendment of Existing Contracts by Negative Consent.

  • At all times prior to Closing, the Company and the Subsidiaries shall take reasonable steps to keep Buyer informed of the status of Customer responses to the Negative Consent Notice and, upon Buyer’s request, make available to Buyer any evidence of Persons terminating services or otherwise objecting or declining to Consent, or withdrawing any Consents.

  • If we do not receive an email within 72 hours, we will invoke Negative Consent and proceed to the next phase of development.

  • All CAM Notices and CAM Negative Consent Notices and related materials distributed to such CAM Advisory Clients shall be in form and substance reasonably acceptable to Xxxx Xxxxx, and Xxxx Xxxxx shall be provided the opportunity to review and comment on all such CAM Notices and CAM Negative Consent Notices within a reasonable period of time prior to distribution.

  • Each Party shall keep the other Party informed as to the status of the Negative Consent Process and the Offshore Redemption in Kind Process, and shall consult with the other Party regarding such matters.


More Definitions of Negative Consent

Negative Consent means, with respect to any GAAI Advisory Client who receives a Negative Consent Notice from Seller or GAAI, the failure of such GAAI Advisory Client to respond to such request within forty-five (45) days of mailing such notice, upon expiration of such forty-five (45) day period; provided that the applicable GAAI Advisory Client shall not have affirmatively stated to Seller or GAAI that it does not so consent and shall not have terminated or given notice of its intent to terminate its GAAI Advisory Client, to withdraw assets.
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Negative Consent means, in relation to an Extraordinary Resolution (other than an Extraordinary Resolution relating to a Basic Terms Modification, the waiver of any Note Event of Default, the acceleration of the Notes or the enforcement of the Issuer Security), or an Ordinary Resolution, the process whereby such Extraordinary Resolution or Ordinary Resolution shall be deemed to be duly passed and shall be binding on all of the Noteholders in accordance with its terms where:
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Negative Consent means, with respect to any Client who receives a Client Consent Request and does not deliver a Client Consent to the Company, the failure of that Client within 60 days of its receipt of a Client Consent Request to notify or otherwise communicate to the Company or any of the Principals regarding its intention to terminate its business relationship with the Company or any of its Subsidiaries.
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Negative Consent means consent by the required Member or Members evidenced by either affirmative consent or the failure to respond (or object) within the time specified by the Board of Directors in its sole discretion. The Board of Directors shall cause to be sent to each Member a copy of any amendment adopted pursuant to this Section 11.1.
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Related to Negative Consent

  • Affirmative consent means affirmative, conscious, and voluntary agreement to engage in sexual activity.

  • Requisite Consents means all approvals, permissions and consents (whether statutory or otherwise) required from time to time from parties other than the Consultees in respect of the works or activities covered by a Proposal;

  • Required Consent has the meaning set forth in Section 4.4.

  • Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.

  • Required Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Affiliate Subordination Agreement means an Affiliate Subordination Agreement in the form of Exhibit B pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Affirmative Action Plan means the Affirmative Action Plan for school and classroom practices adopted by the Board.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • Required disclosure means disclosure by the director who has a conflicting interest of:

  • Customary Post-Closing Consents means the consents and approvals from Governmental Bodies for the assignment of the Assets to Purchaser that are customarily obtained after the assignment of properties similar to the Assets.

  • Material Consents as defined in Section 7.3.

  • Bailee Agreement means a Bailee Agreement among Seller, Buyer and Bailee in the form of Exhibit IV hereto.

  • Lender Consent means any lender consent delivered by a Lender on the Closing Date in the form of Exhibit 4.1(a).

  • Unanimous Consent means the consent of Lenders (other than Delinquent Lenders) holding 100% of the Commitments (other than Commitments held by a Delinquent Lender).

  • Express consent means the confirmed express consent you have provided to our processing of your personal data by actively accepting this Privacy Policy.

  • Seller Consents has the meaning set forth in Section 3.03.

  • Spousal Consent has the meaning set forth in Section 7.19.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Consent means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of the execution of this contract.

  • Consent Required Loan means a Loan that is capable of being assigned or novated with the consent of the Reference Entity or the guarantor, if any, of such Loan (or the consent of the relevant borrower if the Reference Entity is guaranteeing such Loan) or any agent;

  • Sponsor Agreement has the meaning specified in the Recitals hereto.

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Third Party Consent means any permission, consent, license, agreement, authorization or “right to use” required, from a third party (whether under a Third Party Agreement or otherwise):

  • Governmental Consent means any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);