Irrevocable Consent definition

means that certain irrevocable consent executed by the Company’s Chief Executive Officer in the form attached hereto as Exhibit 1.31, whereby he agreed to seek and vote all equity of the Company held by him in favor of each corporate action contemplated in the definition of Shareholder Approval (as defined in the Common Warrants), whether at a meeting of shareholders, by action taken by consent or otherwise.

Based on 1 documents

shall have the meaning set forth in the preamble.

Based on 1 documents

Examples of Irrevocable Consent in a sentence

• On or before 4:00 p.m., New York Time, on the tenth (10th) Business Day following such Conversion Date (the ‘Share Delivery Date’), the Company shall issue and deliver to the address as specified in the executed Irrevocable Consent to Amend and Irrevocable Notice to Convert, a form of which was attached to the Conversion Agreement, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled.
• On or before 4:00 p.m., New York Time, on the tenth (10th) Business Day following such Conversion Date (the ‘Share Delivery Date’), the Company shall issue and deliver to the address as specified in the executed Irrevocable Consent to Amend and Irrevocable Notice to Convert, a form of which was attached to the Amendment and Conversion Agreement, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled.
• Irrevocable Consent to Amend and Irrevocable Notice to Convert Senior Convertible Promissory Note issued pursuant to Note and Warrant Purchase Agreement, dated as of October 1, 2010, between the Company and the investors signatory thereto CNS Response, Inc., a Delaware corporation (the “Company”) issued to the undersigned holder (the “Holder”) a convertible promissory note in the aggregate principal amount of ___________ (the “Note”), pursuant to the agreement specified above.
• In connection with such transfer, Executive will execute the Irrevocable Consent to Stock Transfer and Power of Attorney in substantially the form attached hereto as Exhibit A.
• This Irrevocable Consent and Irrevocable Proxy shall be binding on GEFAHI’s successors and assigns, including any entity that is a transferee of GEFAHI and comes within the definition of “GE” in the Certificate.
• Except for the Irrevocable Consent, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of DYM.
• This Irrevocable Consent and Irrevocable Proxy shall become effective as of the date hereof.
• Irrevocable Consent to Amend and Irrevocable Notice to Convert Subordinated Convertible Promissory Note issued pursuant to Amended and Restated Note and Warrant Purchase Agreement, dated as of November 11, 2011, between the Company and the investors signatory thereto CNS Response, Inc., a Delaware corporation (the “Company”) issued to the undersigned holder (the “Holder”) a convertible promissory note in the aggregate principal amount of ___________ (the “Note”), pursuant to the agreement specified above.
• Irrevocable Consent 42 Article XII Miscellaneous 42 Section 12.01.
• Irrevocable Consent 41 Article XII Miscellaneous 41 Section 12.01.

Related to Irrevocable Consent

• Irrevocable Proxy means the agreement appointing the Platform or an affiliate of the Platform as the sole and exclusive attorney and proxy of the Investor, with full power of substitution and re-substitution, to vote and exercise all voting and related rights with respect to all of the securities of the Company that now are or hereafter may be beneficially owned by Investor.
• Acceptable Confidentiality Agreement means a confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreements; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.
• Irrevocable letter of credit means an irrevocable letter on the financial institution’s standard form containing a request that the party to whom it is addressed pay the bearer or a person named therein money as a result of failure to perform or fulfill all the covenants, undertakings, terms, conditions and agreements contained in a contract.
• 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.
• Consent and Agreement means the Manufacturer Consent and Agreement [____], dated as of even date with the Participation Agreement, of Airframe Manufacturer.
• 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;
• IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).
• Authorization Letter means a letter agreement executed by Borrower in the form of EXHIBIT A.
• Irrevocable Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.
• Acknowledgment Agreement The document, substantially in the form of Exhibit B, to be executed by the Owner and the Servicer on or prior to each Closing Date which document shall amend the Mortgage Loan Schedule attached as Exhibit A hereto to reflect the addition of Mortgage Loans to such Exhibit A and which document reflects the addition of Mortgage Loans which are subject to the terms and conditions of this Agreement.
• Consent Notice has the meaning set forth in Section 4.6(a).
• Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.
• Disbursement Instruction Agreement means an agreement substantially in the form of Exhibit M to be executed and delivered by the Borrower pursuant to pursuant to Section 6.1(a)(xi), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.
• Rental agreement or "lease agreement" means all agreements, written or oral, and valid rules and
• Patent Assignment Agreement means the patent assignment agreement substantially in the form of Exhibit A.
• Required Consent has the meaning set forth in Section 4.4.
• Informed consent means a documented written agreement to allow a proposed action, treatment, or service after full disclosure provided in a manner the individual or his or her guardian understands, of the relevant facts necessary to make the decision. Relevant facts include the risks and benefits of the action, treatment, or service; the risks and benefits of the alternatives to the action, treatment, or service; and the right to refuse the action, treatment, or service. The individual or his or her guardian, as applicable, may revoke informed consent at any time.
• Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.
• Company Consent mean, respectively, a written request, order or consent signed in the name of the Company by an Officer of the Company.
• Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents and contractors shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per covered repair benefit limit set out above; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, including those caused by any fault, failure, delay or defect in providing services under this Service Agreement, and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state. Arbitration: YOU, NAW AND HOMESERVE ALL AGREE TO RESOLVE DISPUTES ONLY BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT as follows:
• Environmental Agreement means the Environmental Indemnification and Release Agreement of even date herewith by and between Borrower and Lender pertaining to the Property, as the same may from time to time be extended, amended, restated or otherwise modified.
• Lender Consent means any lender consent delivered by a Lender on the Closing Date in the form of Exhibit 4.1(a).
• Spousal Consent has the meaning set forth in Section 7.19.
• Collateral Assignment Agreement has the meaning set forth in Section 9.05.