CONSENT OF THE PURCHASERS Sample Clauses

CONSENT OF THE PURCHASERS. Pursuant to Section 4(b) of the Certificate of Designation, Numbers, Powers, Preferences and Relative, Participating, Optional and Other Rights of Series A Convertible Preferred Stock of the Company, as currently in effect (the "Existing Series A Certificate") and Section 4(b) of the Certificate of Designation, Numbers, Powers, Preferences and Relative, Participating, Optional and Other Rights of Series B Convertible Preferred Stock of the Company, as currently in effect (the "Existing Series B Certificate"), the Purchasers, as holders of one hundred percent (100%) of the outstanding Series A Preferred Stock and one hundred percent (100%) of the outstanding Series B Preferred Stock, hereby (i) consent to the Company and Communications Equipment Leasing Corp. ("CELC"), a subsidiary of the Company, entering into agreements with Lucent Technologies Inc. ("Lucent") to restructure indebtedness owed to Lucent by the Company and CELC, on the terms and conditions set forth in the commitment letter attached as Exhibit K hereto (the "Commitment Letter"), including the issuance by the Company of ten-year warrants to Lucent to purchase up to 500,000 shares of Common Stock for a purchase price of $1.00 per share ("Warrant Issuance") and (ii) acknowledge that the Warrant Issuance will be a Permitted Issuance and will not constitute New Securities (as defined in the Existing Series A Certificate and the Series B Certificate). This Section 12(r) is expressly subject to and conditioned upon the preparation, execution and delivery of definitive documentation reflecting the transactions contemplated by the Commitment Letter, including the Warrant Issuance, in form and substance satisfactory to the Purchasers and shall expire upon expiration of the Commitment Letter.
CONSENT OF THE PURCHASERS. 33 EXHIBITS -------- Exhibit A - Form of Bridge Note Debenture Exhibit B - Form of Cash Debenture Exhibit C - Form of Company Counsel Opinion Exhibit D - Form of Fourth Amended and Restated Registration Rights Agreement Exhibit E - Form of Security Agreement Exhibit F - Form of Subordination Agreement SCHEDULES --------- Schedule 1 - Purchasers and Percentage Allocations Schedule 4.1 - Foreign Jurisdictions Schedule 4.2 - Capitalization Schedule 4.4 - No Conflicts Schedule 4.6 - Commission Filings; Financial Statements Schedule 4.10 - Intellectual Property Rights Schedule 4.11 - Litigation and other Proceedings and Claims Schedule 4.14 - Registration Rights Schedule 6.5 - Financial Covenants SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 26, 2001, among EXCHANGE APPLICATIONS, INC., a Delaware corporation (the "Company"), EXSTATIC SOFTWARE, INC. (f/k/a GINO BORLAND, INC.), a Washington corporation ("eXstatic" and together with the Company, the "Issuers"), and the purchasers (each a "Purchaser" and together, the "Purchasers") identified on the signature page hereto.
CONSENT OF THE PURCHASERS. 21 EXHIBITS -------- EXHIBIT A - Form of 12% Bridge Promissory Note EXHIBIT B - Form of Warrant EXHIBIT C - Form of Company Counsel Opinion EXHIBIT D - Form of Third Amended and Restated Registration Rights Agreement SCHEDULES --------- Schedule 2.1 - Purchasers and Allocations Schedule 4.1 - Foreign Jurisdictions Schedule 4.2 - Capitalization Schedule 4.6 - Commission Filings; Financial Statements Schedule 4.10 - Intellectual Property Rights Schedule 4.11 - Litigation and other Proceedings and Claims Schedule 4.14 - Registration Rights
CONSENT OF THE PURCHASERS. Pursuant to Section 3(b) of the Company's Certificate of Designation dated January 10, 2001, the Purchasers hereby consent to the transactions contemplated by this Agreement and the other Financing Documents; provided, however, that notwithstanding the foregoing, the Purchasers are not hereby consenting to any Equity Financing. *****

Related to CONSENT OF THE PURCHASERS

Without Consent of the Holders The Issuer and the Indenture Trustee may amend this Indenture, the Notes or the Security Documents without notice to or consent of any Holder:
With Consent of the Holders (a) The Issuer and the Trustee may amend this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not:
Consent of Master Lessor 9.1 In the event that the Master Lease requires that Sublessor obtain the consent of Master Lessor to any subletting by Sublessor then, this Sublease shall not be effective unless, within 10 days of the date hereof, Master Lessor signs this Sublease thereby giving its consent to this Subletting.
Amendments With Consent of Certificateholders and Noteholders This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. The Depositor shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.
Supplemental Agreements Without Consent of Applicable Certificateholders Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more agreements supplemental to this Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.
Supplemental Agreements with Consent of Certificateholders With the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Trust, by Act of said Certificateholders delivered to the Guarantor, the Company and the Trustee, the Guarantor and the Company may (with the consent of the Owner Trustees, if any, which consent shall not be unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or the Liquidity Facility to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement; PROVIDED, HOWEVER, that no such supplemental agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby:
Supplemental Agreements with Consent of Applicable Certificateholders Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to agreements or amendments for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Escrow Agreement, the Deposit Agreement, the Liquidity Facility or the NPA or modifying in any manner the rights and obligations of the Applicable Certificateholders under the Escrow Agreement, the Deposit Agreement, the Liquidity Facility or the NPA; provided that the provisions of Section 9.02(1) of the Basic Agreement shall be deemed to include reductions in any manner of, or delay in the timing of, any receipt by the Applicable Certificateholders of payments upon the Deposits.
Amendments with Consent of Holders (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.
Supplemental Agreements Without Consent of Certificateholders Without the consent of the Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.