Conditions to Effectiveness of Amendment Contract Clauses (145)

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first written above upon the satisfaction of each of the following conditions precedent: (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of a conforming amendment to the Revolving Loan Agreement; (c) All proceedings taken in connection with the transactions contemplated by this Amendment and all document...s, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; and (d) No Default or Event of Default shall have occurred and be continuing. View More

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date when, and only when, each of the following conditions precedent shall have been satisfied or waived in writing by Agent (such date being defined as the "Effective Date"): (a) Agent shall have received counterparts to this Amendment, duly executed by Agent, Sole Lender, and Obligors; and (b) Agent shall have received a true and complete copy of the fully executed Term Loan Agreement Amendment.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date when, and only when, each of the following conditions precedent shall have been satisfied or waived in writing by Agent: (a) Agent shall have received counterparts to this Amendment, duly executed by Agent, Lenders and Obligors. (b) Borrowers shall have paid to Agent, for the account of each Lender (including Bank of America, N.A., in its capacity as a Lender), an amendment fee in an amount equal to 15 basis points multiplied by such Lender's ...Commitment. (c) Borrowers shall have paid all other fees and amounts due and payable to Agent and its legal counsel in connection with the Loan Agreement, this Amendment and the other Loan Documents, including, (i) the fees payable pursuant to that certain Fifth Amendment Fee Letter dated as of the date hereof between Borrowers and Agent, and (ii) to the extent invoiced, all out-of-pocket expenses required to be reimbursed or paid by Borrowers under the Loan Agreement. View More

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon receipt by the Lender of counterpart signatures to this Amendment duly executed and delivered by the Lender, the Borrower and each Guarantor.

Conditions to Effectiveness of Amendment. The Amendments set forth in Section 4 hereof shall become effective on the date of or after the date hereof on which the following conditions have been satisfied: Fees: Borrowers shall pay the expenses of the Bank and the expenses and reasonable professional fees and costs of legal counsel to the Bank in connection with the negotiation, preparation and closing of this Amendment and the other documents and instruments being delivered in connection herewith. Evidence of Proxy Contest Expenses: Rec...eipt by Bank of written documentation reasonably satisfactory to Bank of the Proxy Contest Expenses as set forth in Section 4 hereof. Additional Documents: Receipt by Bank of approvals, opinions, or documents as Bank may reasonably request. Minimum fixed charge coverage ratio of not less than 1.25, with the first test beginning December 31, 2017 and continuing each quarter thereafter all to be tested on a rolling four quarter basis. The fixed charge coverage numerator is defined as the sum of pre-tax net income or pre-tax net loss plus depreciation and amortization plus interest expense plus rent/lease expense plus goodwill impairment expense plus stock option expense, minus dividends; provided that, for the quarter ending June 30, 2020, and the directly following three quarters after the quarter ending June 30, 2020, the fixed charge coverage numerator shall include certain costs related to a proxy contest in the amount of $3,097,613.65 (the "Proxy Contest Expenses"). The denominator is defined as the sum of interest expense, plus current maturities of long term debt plus rent/lease expense. Notwithstanding the foregoing in this paragraph, the Proxy Contest Expenses shall be added to the fixed charge coverage numerator only if the Borrower provides, in a form reasonably satisfactory to Bank, written documentation to Bank evidencing the Proxy Contest Expenses." 5. Bringdown of Representations and Warranties Borrowers represent and warrant to Bank the continued accuracy and completeness, as of the date hereof, of all representations made in the Loan Documents taking into account this Amendment constituting one of the Loan Documents. View More

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of September 29, 2018 upon the satisfaction of each of the following conditions precedent (the "Fifth Amendment Effective Date"): (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement; (c) At least one (1) Business Day prior to the Fifth Amendment Effective Date, any Borrower tha...t qualifies as a "legal entity customer" under the Beneficial Ownership Regulation (as defined in the Loan Agreement, as amended hereby) shall have delivered to each Lender that so requests a Beneficial Ownership Certification (as defined in the Loan Agreement, as amended hereby) in relation to such Borrower; (d) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; and (e) No Default or Event of Default shall have occurred and be continuing. -5- 1033235.02-CHISR01A - MSW 6. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Borrower and each Guarantor party hereto hereby represents and warrants to Agent and Lenders that, after giving effect to this Amendment: (a) All representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, in each case as if made on and as of such date, other than representations and warranties that expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date); (b) No Default or Event of Default has occurred and is continuing; and (c) This Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of each Borrower and the Guarantors and are enforceable against each Borrower and the Guarantors in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. View More

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon receipt by the Borrowers, the Administrative Agent, the Lenders and the Guarantors of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrowers, the Lenders, the Administrative Agent and the Guarantors.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon receipt by: (a) the Lender of a counterpart signature to this Amendment duly executed and delivered by the Borrower and each of the other Credit Obligors, (b) the Credit Obligors of a counterpart signature to this Amendment duly executed and delivered by the Lender, (c) the Lender of the SPA Supplement, in form and substance satisfactory to the Lender, duly executed and delivered by the signatories thereto, and (d) the Borrower of $10,000,000 gross proc...eeds from convertible notes issued by Holdings and Borrower to Amgen Inc. 5. Expenses. The Borrower agrees to pay on demand all expenses of the Lender (including, without limitation, the fees and out-of-pocket expenses of Covington & Burling LLP, counsel to the Lender, and of local counsel, if any, who may be retained by or on behalf of the Lender) incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and all other expenses of the Lender remaining unpaid as of the date hereof. -2- 6. No Implied Amendment or Waiver. Except as expressly set forth in this Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Lender under the Credit Agreement or the other Loan Documents, or alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in the Credit Agreement or the other Loan Documents, all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to imply any willingness on the part of the Lender to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Credit Agreement or the other Loan Documents. View More

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon receipt by: (a) the Lender of a counterpart signature to this Amendment duly executed and delivered by the Borrower and each of the other Credit Obligors, (b) the Credit Obligors of a counterpart signature to this Amendment duly executed and delivered by the Lender, and (c) the Lender or its counsel of reimbursement for all fees and out-of-pocket expenses incurred by the Lender in connection with this Amendment and all other like expenses remaining unpa...id as of the date hereof. View More

Conditions to Effectiveness of Amendment. The effectiveness of this Agreement, other than the terms of Section 2 of Article II above, is subject to the satisfaction of the following conditions (the date on which each of the following conditions is first satisfied, the "Agreement Effective Date"): (a) the Administrative Agent shall have received a signature page to this Agreement duly executed by each of Holdings, the Borrower and the Required Lenders; (b) the Administrative Agent shall have received reimbursement of all reasonable and d...ocumented out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Agreement, in accordance with Section 10.05 of the Credit Agreement; and (c) the representations and warranties set forth in Article IV of this Agreement shall be true and correct in all material respects as of the Agreement Effective Date. View More