Negative Consent Notice definition

Negative Consent Notice has the meaning set forth in Section 6.10.
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Negative Consent Notice means a notice provided by Seller or GAAI to any GAAI Advisory Client requesting written consent and informing such GAAI Advisory Client: (a) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such GAAI Advisory Client’s GAAI Advisory Contract; (b) of the intention of GAAI to continue to provide the advisory services pursuant to the existing GAAI Advisory Contract with such GAAI Advisory Client after the Closing if such GAAI Advisory Client does not terminate such GAAI Advisory Contract prior to the Closing; and (c) that the consent of such GAAI Advisory Client will be deemed to have been granted if such GAAI Advisory Client continues to accept such advisory services without termination for a period of at least forty-five (45) days after the sending of the Negative Consent Notice.
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Negative Consent Notice has the meaning set forth in Section 5.8(b)(ii). “New BlackRock Common Stock” has the meaning set forth in the recitals to this Agreement. “New BlackRock Preferred Stock” means Preferred Stock, par value $0.01 per share of, New BlackRock. “New BlackRock Series A Preferred Stock” has the meaning set forth in Section 1.2(b). “New BlackRock Shares” means the New BlackRock Common Stock and the New BlackRock Preferred Stock. “New Plan” has the meaning set forth in Section 5.14(b). “Non-Affiliate Interest” has the meaning set forth in Section 3.3(a). “Notice” has the meaning set forth in Section 5.8(b)(i). “NYSE” means the New York Stock Exchange. “Organizational Documents” means, with respect to any Person that is a corporation, its articles or certificate of incorporation or memorandum and articles of association, as the case may be, and bylaws; with respect to any Person that is a partnership, its certificate of partnership and partnership agreement; with respect to any Person that is a limited liability company, its certificate of formation and limited liability company or operating agreement; with respect to any Person that is a trust or other entity, its declaration or agreement of trust or constituent document; and with respect to any other Person, its comparable organizational documents, in each case, as has been amended or restated. “Payee Party” has the meaning set forth in Section 7.13. “Payor Party” has the meaning set forth in Section 7.13. “Permits” has the meaning set forth in Section 3.16(b). Annex A-14 Table of Contents
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Examples of Negative Consent Notice in a sentence

  • 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.

  • The combination of these dimensions allows us to distinguish ecopreneurship into 6 positions (Figure 1).

  • The Negative Consent notice shall specify that consent for the deemed assignment of such Advisory Contract will be deemed to have been granted if no such written consent or approval is received from such party or, if applicable, corresponding Fund Investor, prior to 45 days (or for such longer period as set forth in Section ‎6.4(d) of the Company Disclosure Schedule) since the sending of the Negative Consent Notice (the “Negative Consent Period”).

  • Consents and Approvals 68 Exhibit A Initial Negative Consent Notice THIS AGREEMENT AND PLAN OF MERGER, dated as of October 27, 2013 (this “Agreement”), is made by and among RCS Capital Corporation, a Delaware corporation (“Parent”), Zoe Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Investors Capital Holdings, Ltd., a Delaware corporation (the “Company”).

  • Buyer hereby approves the form of Consent Notice and Negative Consent Notice set forth on Exhibit G.

  • Within 30 days of sending the Initial Negative Consent Notice, the Company shall send a written notice to Clients that received the Initial Negative Consent Notice reminding each such Client of each of the matters set forth in the Initial Negative Consent Notice.

  • BANC shall also have the right to inspect, and provide reasonable comments on a timely basis, to be considered by PACW in good faith, in advance of distribution of, the other content of any materials to be distributed by PACW or the PWAM pursuant to Section 6.19(a), including any Consent Notice or Negative Consent Notice (in each case, other than materials that are substantially similar to materials already provided to or approved by BANC, as applicable).

  • Within 45 days of sending the Initial Negative Consent Notice, the Company shall send a written notice to Clients that received the Initial Negative Consent Notice reminding each such Client of each of the matters set forth in the Initial Negative Consent Notice.

  • Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects.

  • BANC shall have the right to approve on a timely basis information concerning BANC or its Affiliates in any Consent Notice, Negative Consent Notice or similar materials to be distributed by PACW or the PWAM.


More Definitions of Negative Consent Notice

Negative Consent Notice shall have the meaning set forth in Section 4.2(c)(ii).
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Negative Consent Notice. Section 4.4(e)
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Related to Negative Consent Notice

  • Consent Notice has the meaning set forth in Section 4.6(a).

  • 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.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • 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.

  • Secured Party Designation Notice means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit H.

  • Designation Notice means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit I.

  • Requisite Notice means a notice delivered in accordance with Section 10.02.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Confirmation Notice means a notice provided by the Issuer to an Investor in accordance with clause 1.3(c) of the Terms;

  • Termination Warning Notice means a notice sent by the Secretary of State to the Academy Trust, stating his intention to terminate this Agreement.

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • Reference Notice means a notice given to the Water Services Regulation Authority under paragraph 11 or 14 of Condition B;

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

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Consent Agreement means this Consent Agreement, duly signed and concluded between the Commission and the Respondent, as contemplated in section 40(1) of the Act.

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • 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.

  • Release Notice has the meaning specified in Section 11.19(b).

  • Estoppel Certificate As defined in Section 23.1(a).

  • 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.

  • Replacement Notice is defined in Section 4.11.

  • Funding Notice means a notice substantially in the form of Exhibit A.

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

  • Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: ≤$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ≥$250,000,000 ten Business Days