Negative Consent definition

Negative Consent shall have the meaning set forth in Section 5.3(a)(i).
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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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Negative Consent has the meaning set forth in the Merger Agreement.
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Examples of Negative Consent in a sentence

  • The Transfer Date of this Agreement shall be June 29, 2007, or such later date as the parties mutually agree (the "Transfer Date"), but shall not occur prior to the expiration of the response period of the Negative Consent Letters or the receipt of the NASD’s approval of Legacy’s notice pursuant to Paragraph 2.1.3.


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 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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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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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 substantially in the form of Exhibit C pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with the Agreement, executed and delivered by Borrower, 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 Authorities for the assignment of the Assets to Buyer 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 Consent of Revolving Credit Lenders (other than Delinquent Revolving Credit Lenders) holding 100% of the Loan Commitments (other than Loan Commitments held by a Delinquent Revolving Credit 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.

  • 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 Consent of a Person other than a Governmental Authority.

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

  • Affirmative action means action appropriate to overcome the effects of past or present practices, policies, or other barriers to equal employment opportunity.

  • Acceptable Confidentiality Agreement means a confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreements; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.