Series B Consent definition
Examples of Series B Consent in a sentence
The Series B Consent Agreement pursuant to which holders of the outstanding shares of National Media Series B Convertible Preferred Stock consent to the authorization, execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereunder and thereunder, is being entered into concurrently with the execution of this Agreement and a form is attached hereto as Exhibit L.
This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed by a duly authorized officer on behalf of each party (which in the case of the Company, with respect to the Debt Offers, will require the Requisite Series B Consent).
This Warrant and any provision hereof may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by (i) the Company, with the approval of the Company’s Board of Managers (the “Board”), and (ii) the Required Series B Consent.
Any agreement on the part of any party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party (which in the case of the Company, with respect to the Debt Offers, will require the Requisite Series B Consent).
Notwithstanding anything herein to the contrary, including, without limitation, Sections 4.9 and 4.10 and Section 11.7(a)((B)(2), neither the Required Series A Consent nor the Required Series B Consent, nor the consent of either CV II or Merck GHI, shall be required in connection with any Corporate Conversion that is in anticipation of (and conditioned upon) a Qualified Public Offering and that satisfies the conditions of this Section 11.7(b) (including the preceding sentence).
Section 4.2(a) Series B Consent Agreement..................................
Notwithstanding anything herein to the contrary, including, without limitation, Sections 4.9 and 4.10 and Section 11.7(a)((B)(2), neither the Required Series A Consent nor the Required Series B Consent, nor the consent of either CV II, Merck GHI or AIH, shall be required in connection with any Corporate Conversion that is in anticipation of (and conditioned upon) a Qualified Public Offering and that satisfies the conditions of this Section 11.7(b) (including the preceding sentence).