Class Consent Sample Clauses

The Class Consent clause establishes the requirement that certain actions or decisions affecting a specific class of stakeholders—such as shareholders, creditors, or members—cannot be taken without the explicit approval of that class. In practice, this means that if a proposed change, like amending rights attached to a class of shares or restructuring obligations, would impact a particular group, the consent of a specified majority or all members of that class must be obtained before proceeding. This clause ensures that the interests of distinct groups are protected and that significant changes cannot be imposed unilaterally, thereby preventing unfair treatment and promoting equitable decision-making.
Class Consent. If the Company intends to incur or increase Indebtedness and: (i) such Indebtedness would result in the Indebtedness Ratio being greater than five (5); and (ii) at the time of the proposed increase of such Indebtedness there would be at least EUR €25,000,000 of Series A Preferred Shares (based on a value of $10.00 per Series A Preferred Share and the average of the spot exchange rate as at 5:00 pm, New York time, on the five (5) Business Days ending five (5) Business Days before the Closing Date, as published by Bloomberg) outstanding, the proposed increase will require the prior written approval of the Preferred Holder Majority prior to such increase.
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Class Consent. For so long as any Class A Preferred Shares remain issued and outstanding and are held by one or more Unaffiliated Holders, in addition to any other consent of shareholders required by law or under the Bye-laws or this Certificate, the prior consent of a simple majority in interest of the Unaffiliated Holders consenting, separately as a class, shall be necessary for effecting or validating: (a) the adoption of amendments to this Certificate, the Company’s Memorandum of Association or the Bye-laws or any alteration of the share capital of the Company; (b) any sale or disposal of the assets of the Company (determined without regard to the Permitted Investments) if, as a result of such sale or disposal, the Company would become an “investment company” (as defined in the U.S. Investment Company Act of 1940, as amended, or a company that would be such an investment company but for the application of sections 3(c)(1) and 3(c)(7) of such act); (c) any sale, transfer, liquidation or other disposition of any Permitted Investments or any withdrawal of any property or assets constituting Permitted Investment Property from the Permitted Investments Account (other than, in each case, in connection with, and solely to the extent necessary to fund, the payment of any amounts due to the holders of the Class A Preferred Shares under Article 3 (excluding section 3.4), 4 or 6 (excluding section 6.2 unless the Class A Preferred Shares being redeemed are held by an Unaffiliated Holder); (i) any amendment or modification to (a) provisions in the Investment Management Agreement relating to investment guidelines, reporting and termination or (b) provisions in the IM Custody Agreement relating to instructions for transfers from the account maintained pursuant to the IM Custody Agreement, reporting, termination, and waiver of liens and set-off rights by the Custodian and (ii) any material amendment or modifications to any other provisions in the Investment Management Agreement or the IM Custody Agreement; (e) the issuance of any Class A Preferred Shares after the Designation Date; (f) the issuance of any class of preferred shares other than the Class A Preferred Shares; (g) any action or decision regarding any legal claims, actions, suits or proceedings of any kind or nature that are asserted, instituted or expressly threatened in writing against the Company and its directly owned assets; (but, for the avoidance of doubt, excluding any equity interest in Subsidiaries); (h) the merg...
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Related to Class Consent

  • Unanimous Consent Agent shall obtain the written consent of each Holder (other than a Related A-2 Holder), prior to taking any of the following actions (each, a “Unanimous Consent Decision”): (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration of the Maturity Date, (ii) a reduction in the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss of the right to receive any such payment of principal or interest (including, without limitation, any accrued interest) or any fee (other than one month’s late charge), (iii) a deferral or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or (v) an increase or reduction in the principal amount of the Mortgage Loan (other than an increase as a result of Servicing Advances); (d) any waiver of an Event of Default; (e) except as provided in Section 5.03 below, to accelerate the Maturity Date, commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property in lieu of foreclosure or otherwise, commence any proceedings to collect any amounts owing or claimed to be owing under any guaranty, appoint or request the appointment of a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; and (j) consent to any senior or subordinate financing and any loan that may replace it; (k) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on the sale or transfer of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

  • Noteholder Consent For any amendment to this Agreement or any other Transaction Document requiring the consent of the Noteholders, the Owner Trustee will notify the Indenture Trustee to request consent from the Noteholders and follow its reasonable procedures to obtain consent.

  • Waiver; Consent This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy for any noncompliance or breach be deemed to be a waiver of a party’s rights and remedies with respect to such noncompliance or breach.

  • Consent Except as otherwise provided herein, when the consent of a party is required herein, such consent shall not be unreasonably withheld or delayed.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.