Noteholder Consents Sample Clauses

Noteholder Consents. Each Series 2010-1 Noteholder, upon acquisition of a Series 2010-1 Note, will be deemed to agree and consent to (i) the execution of a Supplemental Indenture to the Base Indenture substantially in the form of Exhibit J of this Series Supplement, (ii) the execution of an amendment to the Collateral Agency Agreement substantially in the form of Exhibit K of this Series Supplement, (iii) the execution of an amendment to the HGI Purchase Agreement substantially in the form of Exhibit L of this Series Supplement, and (iv) the execution of an amendment to the HVF Lease substantially in the form of Exhibit M of this Series Supplement, in each case, together with any changes to such forms that do not adversely affect the Series 2010-1 Noteholders in any material respect as evidenced by an Officer’s Certificate of HVF. Such deemed consent will apply to each proposed amendment set forth in Exhibits J, K, L, and M of this Series Supplement individually, and the failure to effect any of the amendments set forth therein will not revoke the consent with respect to any other amendment.
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Noteholder Consents. The Noteholder Consents shall have been obtained on terms described in the Consent Solicitation Materials and the related amendments described in the Consent Solicitation Materials shall have become operative.
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Noteholder Consents. SPC shall have received consents of ------------------- the Required Holders, as defined in the Note and Guarantee Agreement, dated as of September 24, 1993, among Jefferson Smurfit Group, plc, Smurfit International B.V., SPC and the noteholders named therein (the "Note Agreement"), to an amendment to the Note Agreement permitting the conversion of SPC into a Delaware limited liability company or other liquidation of SPC for federal income tax purposes as contemplated hereby.
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Noteholder Consents. The Lender shall use its reasonable best efforts to obtain the Noteholder Consent; provided, however, that such reasonable best efforts shall not require the Lender to recommend the Exchange to the Noteholders or to amend the terms of, or modify, any Transaction Document.
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Noteholder Consents. The Lender shall use its reasonable best efforts to obtain the Noteholder Consent; provided, however, that such reasonable best efforts shall not require the Lender to recommend the Exchange to the Noteholders or to amend the terms of, or modify, any Transaction Document. 7.2 Absence of Alternative Consideration. No consideration (including any modification of any Transaction Document) shall be offered or paid to to any Noteholder electing to exchange Indebtedness for Shares unless the same consideration is also offered to all Noteholders.
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Noteholder Consents. The Company shall use its best efforts to cause (i) each holder of the outstanding 5% Senior Convertible Notes of the Company to execute and deliver a Consent, Waiver and Forbearance Agreement (a “5% Noteholder Agreement”), substantially in the form attached hereto as Exhibit G-1 and (ii) each holder of the outstanding Senior Secured Convertible Notes of the Company to execute and deliver a Consent, Waiver and Forbearance Agreement (a “Secured Noteholder Agreement”), substantially in the form attached hereto as Exhibit G-2.
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Noteholder Consents. The consents of the holders of each outstanding issue of Notes required to amend the Indentures as described in the Consent Solicitation Statement dated April 14, 1997 as amended and supplemented by the Supplemental Consent Solicitation Statement dated June 4, 1997 (collectively, the "Consent Solicitation Materials") shall have been obtained on the terms described in the Consent Solicitation Materials and such amendments shall have become operative. Such consents are referred to herein as the "Noteholder Consents."
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Related to Noteholder Consents

  • 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.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law. (b) The Board of Directors of the Company shall unanimously recommend such approval and shall use all reasonable efforts to solicit and obtain such approval; provided, however, that the Board of Directors of the Company may at any time prior to approval of the Stockholders (i) decline to make, withdraw, modify or change any recommendation or declaration regarding this Agreement or the Merger or (ii) recommend and declare advisable any other offer or proposal, to the extent the Board of Directors of the Company determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal is necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement). The Company shall provide written notice to Parent promptly upon the Company taking any action referred to in the foregoing proviso. (c) Pursuant to the DCGL, at any time before the certificate of merger is filed with the Secretary of State of the State of Delaware, including any time after the Merger is authorized by the Stockholders, the Merger may be abandoned and this Agreement may be terminated in accordance with the terms hereof, without further action by the Stockholders.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.