Manager Consent Sample Clauses

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Manager Consent. Without the consent of BHI and all of the Members, the Company shall not file a voluntary petition or otherwise initiate proceedings to have the Company adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition seeking or consenting to reorganization or relief of the Company as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the properties and assets of the Company, or make any general assignment for the benefit or creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due or declare or effect a moratorium on the Company debt or take any action in furtherance of any action.
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Manager Consent. A copy of the written consent of the Buyer’s sole manager, duly and validly adopted and being in full force and affect, authorizing the execution and delivery of this Agreement and the other agreements contemplated by this Agreement to which the Buyer is a party and the performance by the Buyer of its obligations hereunder and thereunder;
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Manager Consent. The Manager hereby consents to the assignment and assumption of the Trust IMA, the Trust Agreement, the Trust Account and the Cedent IMA as described in Sections 2.01, 2.02 and 2.
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Manager Consent. The Manager shall have adopted this Agreement in accordance with the CLLCA and the Operating Agreement. 48909489.6
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Manager Consent. Subject to the terms and conditions set forth herein, the Manager, on behalf of the Company, with effect as of the Closing Date, hereby consents to the Transfer of the Purchased Units from the Sellers to the Buyer in accordance with the terms of the Operating Agreement.
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Manager Consent. Lender shall received evidence satisfactory to Lender in its sole discretion that Manager has, in accordance with the terms of the Management Agreement, consented to the transactions contemplated by the Loan Documents.
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Manager Consent the prior written consent of a Manager Majority; Manager Declaration: the declaration to be completed by each of the Initial Managers on Completion in accordance with the Subscription Agreement or to be completed by a New Securities Holder in accordance with clause 19.1 in the Agreed Form marked “B”;
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Manager Consent 
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Related to Manager Consent

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Manager 5.1. Rules relating to the rights, duties and responsibilities of the Managers shall be governed by the Act. Such provisions are hereinafter incorporated into this Agreement by reference. Without limiting the generality of the foregoing, the Manager shall have the powers set forth in Paragraph 5.3 below.

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser. B. Purchase and Sale of the Sponsor Warrants. (i) As payment in full for the 7,000,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), or into an escrow account maintained by Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the date of effectiveness of the Registration Statement. (ii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Closing Date”). The closing of the purchase and sale of the Sponsor Warrants shall take place at the offices of EG&S, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

  • Authorization of Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Independent Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.