Effectiveness Contract Clauses (4,600)

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Company Partnership to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company Partnership shall be unable to perform its obligations under this Agreement, the Company Partnership will reimburse the Underwriter Underwriters for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by the Underwriter Underwriters in connection with this Agreement or the offering contemplated hereunder. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter Placement Agent, because of any failure or refusal on the part of the Company Partnership Parties to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company Partnership Parties shall be unable to perform its obligations under this Agreement, then the Company Partnership Parties will... reimburse the Underwriter Placement Agent for all out-of-pocket expenses (including the reasonable fees and disbursements of its their external counsel) reasonably incurred by the Underwriter Placement Agent in connection with this Agreement or the offering contemplated hereunder. View More

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 21 If this Agreement shall be terminated by the Underwriter in accordance with Section 5 or clause (ii) of Section 9 or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any Agreement (other than by reason of a default by the Company shall be unable to perform its obligations under this Agreement,... Underwriter), the Company will reimburse the Underwriter for all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and disbursements of its counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering Offering contemplated hereunder. hereunder, but the Company shall then have no further liability to the Underwriter except as provided in Section 8 hereof. View More

Effectiveness. The effectiveness of this Amendment is subject to receipt by Buyer of the following: (a) Amendment. This Amendment, duly executed and delivered by Seller each Seller, Pledgor, Guarantor and Buyer. (b) Responsible Officer Certificate. A signed certificate from a Responsible Officer of each Seller certifying: (i) that no amendments have been made relating to the organizational documents each Seller's execution and delivery of Seller since January 26, 2018, unless otherwise stated therein; and... (ii) the authority of Seller to execute and deliver this Amendment and the other Transaction Documents to be executed and delivered in connection with this Amendment. Amendment, in substantially the form of the "Officer's Certificate" dated July 31, 2018 in connection with the aforementioned First Amendment to Amended and Restated Master Repurchase Agreement. (c) Good Standing. Certificates of existence and good standing and/or qualification to engage in business for the each Seller. (d) Fees. Payment by Seller Sellers of the actual costs and expenses, including, without limitation, the reasonable fees and expenses of counsel to Buyer, incurred by Buyer in connection with this Amendment and the transactions contemplated hereby. View More

Effectiveness. The effectiveness of this Amendment is subject to receipt by Buyer of the following: (a) Amendment. This Amendment, duly executed and delivered by Seller Sellers, Guarantor and Buyer. (b) Amendment to Fee Letter. The Fifth Amendment to Fee Letter, dated as of the date hereof, by and between Buyer and Sellers. (c) Responsible Officer Certificate. A signed certificate from a Responsible Officer of Seller certifying: (i) that no amendments have been made to the organizational documents of Seller... since January 26, 2018, Seller, Pledgor and Guarantor, unless otherwise stated therein; and (ii) the authority of Seller and Guarantor to execute and deliver this Amendment and the other Transaction Documents to be executed and delivered in connection with this Amendment. (c) (d) Good Standing. Certificates of existence and good standing and/or qualification to engage in business for the Seller. (d) Fees. Seller, Pledgor and Guarantor. (e) Legal Opinion. Opinions of outside counsel to Seller and Guarantor reasonably acceptable to Buyer as to such matters as Buyer may reasonably request. (f) Buyer's Costs. Payment by Seller Sellers of the actual costs and expenses, including, without limitation, the reasonable fees and expenses of counsel to Buyer, incurred by Buyer in connection with this Amendment and the transactions contemplated hereby. View More

Effectiveness. The effectiveness of this Amendment is subject to receipt by Buyer of the following: (a) Amendment. This Amendment, duly executed and delivered by Seller and Buyer. (b) Responsible Officer Certificate. A signed certificate from a Responsible Officer of Seller certifying: (i) that no amendments have been made to the organizational documents of Seller since January 26, 2018, unless otherwise stated therein; and (ii) the authority of Seller to execute and deliver this Amendment and the other... Transaction Documents to be executed and delivered in connection with this Amendment. (c) Good Standing. Certificates of existence and good standing and/or qualification to engage in business for the Seller. (d) Legal Opinion. Opinions of outside counsel to Seller reasonably acceptable to Buyer as to such matters as Buyer may reasonably request, provided, that the execution of this Amendment by Buyer shall evidence satisfaction of this condition. 2 (e) Fees. Payment by Seller of the actual costs and expenses, including, without limitation, the reasonable fees and expenses of counsel to Buyer, incurred by Buyer in connection with this Amendment and the transactions contemplated hereby. View More

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower's payment of an extension fee in an amount equal to One Thousand Two Hundred Fifty Dollars ($1,250), and (c) payment of Bank's legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) payment of an amendment fee to Bank in an amount equal to Five Thousand Dollars ($5,000), and (b) Borrower's (c) payment of Bank's legal fees and expenses incurred in connection with the negotiation and preparation of this Amendment.

Effectiveness. This Amendment Agreement shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment Agreement by each party hereto, and (b) Borrower's payment of Bank's legal fees and expenses incurred in connection with this Amendment. Agreement.

Effectiveness. This Amendment will become effective upon the date on which the following conditions precedent are first satisfied (the "Amendment Effective Date"): (a) The Agent shall have received from each Borrower the Company and from the Required Lenders Lender an executed counterpart of this Amendment (or photocopies thereof sent by fax, .pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original). (b) The Agent shall have received a certificate, dated the... Amendment Effective Date and signed by a duly authorized officer of the Company, confirming (i) the representations and warranties set forth in this Amendment shall be true and correct in all material respects on and as of the Amendment Effective Date (unless qualified by materiality, in which case are true and correct in all respects) and (ii) no event shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default. (c) The Agent shall have received all expenses due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced two (2) three (3) Business Days prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers Company under the Credit Agreement. 3 (d) The Company shall have paid to the Lender, for its own account, an amendment fee in an amount equal to 2.5 basis points on the amount of the Commitments and Loans of the Lender thereunder. View More

Effectiveness. This Amendment will become effective upon the date on which the following conditions precedent are first satisfied (the "Amendment Effective Date"): (a) The Agent shall have received from each the Borrower and from each Lender party hereto (constituting all Lenders under the Required Lenders Credit Agreement immediately before the Amendment Effective Date) an executed counterpart of this Amendment (or photocopies thereof sent by fax, .pdf or other electronic means, each of which shall be... enforceable with the same effect as a signed original). (b) The Agent shall have received a certificate, dated the Amendment Effective Date and signed by a duly authorized officer of the Company, Borrower, confirming (i) the representations and warranties of the Borrower set forth in this Amendment shall be true and correct in all material respects on and as of the Amendment Effective Date and (ii) no event Default shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, continuing as of the Amendment Effective Date, constitute a Default. Date. (c) The Agent shall have received all expenses fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced two (2) one (1) Business Days Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers Borrower under the Credit Agreement. View More

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Collateral Agent and Lenders of (i) this Amendment by each party hereto, and (ii) (b) Borrower's payment of all Lenders' Expenses incurred through the date of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Collateral Agent and Lenders of (i) this Amendment by each party hereto, (ii) the due execution and (ii) delivery to Collateral Agent of the Corporate Borrowing Certificate attached hereto as Exhibit A, and (iii) Borrower's payment of all Lenders' Expenses incurred through the date of this Amendment.

Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Collateral Agent and Lenders of (i) this Amendment by each party hereto, and (ii) Borrower's payment of all Lenders' Expenses incurred through the date of this Amendment. Amendment, and (iii) Borrower's payment of an amendment fee in an amount equal to Eight Thousand Dollars ($8,000).

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) the due execution and delivery to Bank of updated Borrowing Resolutions of Borrower and (c) Borrower's payment of all Bank Expenses incurred through due and owing as of the date of this Amendment, hereof, which may be debited from any of Borrower's accounts with at Bank.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to Bank of updated Borrowing Resolutions of for Borrower and (c) Borrower's payment of all Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts with at Bank.

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to Bank of updated Borrowing Resolutions of Borrower Borrower, (c) Borrower's payment of a non-refundable amendment fee equal to Five Thousand Dollars ($5,000), which may be debited from any of Borrower's accounts with Bank and (c) (d) Borrower's payment of all Bank Expenses incurred through the date of this Amendment, which may be... debited from any of Borrower's accounts with Bank. View More

Effectiveness. Notwithstanding anything to the contrary contained herein, this This Amendment shall only become effective upon the Closing. In the event that the Business Combination Merger Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

Effectiveness. Notwithstanding anything to the contrary contained herein, this This Amendment shall only become effective upon the Closing. In the event that the Business Combination Merger Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon the Closing. In the event that the Business Combination Agreement BCA is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

Effectiveness. This Amendment shall be effective on as of the date of receipt by hereof (the "Effective Date"); provided that on or before such date the Administrative Agent and the Lead Arranger of (i) shall have received: (a) copies of this Amendment duly executed by the Borrower, the Administrative Agent and the Required Lenders Lenders; and (ii) (b) payment of the Administrative Agent's and Lead Arranger's and their affiliates' fees and expenses (including fees and expenses of counsel for the... Administrative Agent and the Lead Arranger) Arranger in connection with this Amendment (such date, the "Effective Date"). Amendment. View More

Effectiveness. This Amendment is effective as of the date first written above. * * * EX-10.1 2 d183259dex101.htm d736490dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Fifth Fourth Amendment to Lantheus Holdings, Inc. 2015 Equity Incentive Plan This Amendment (this "Amendment") to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan, as in effect from time to time (the "Plan"), is dated as of April 28, 2021. 24, 2019. WHEREAS, pursuant to Section 16.2 of the Plan, the Compensation Committee Board desires to amend... Section 4.1 of the Plan to increase the maximum number of shares of Common Stock that may be issued pursuant to Awards under the Plan; NOW THEREFORE, it is hereby acknowledged and agreed that: 1. Defined Terms. Capitalized terms used herein, but not otherwise defined herein, have the respective meanings ascribed to them in the Plan. View More

Effectiveness. This Amendment shall become effective on the date (the "Second "Third Amendment Effective Date") when the Agent has received each of the following, in form and substance satisfactory to the Agent: (a)counterparts of this Amendment signed by the Borrower and each other party hereto; (b)certified copies of all documents evidencing any necessary corporate (or other similar) action, and any material third-party consents and governmental approvals (if any) required for the execution, delivery and... performance by the Borrower of this Amendment; (c)confirmation that (i) there have been no changes to the articles or certificate of formation (or similar charter document) and the bylaws or operating agreement (or similar governing documents) of the Borrower since the Effective Date and (ii) the resolutions delivered to the Agent on November 7, 2019 or around the date hereof remain in full force and effect; (d)opinion letter of Willkie Farr & Gallagher Sidley Austin LLP addressed to the Lenders and the Agent; (e)confirmation from Lloyd's that the Managing Agent has submitted all necessary documents regarding its plan to provide Funds at Lloyd's; (f)the Borrower shall have delivered to the Agent a Letter of Credit Application with respect to the increase in the amount extension of the Letter of Credit; (g)all amounts that are then due and payable pursuant to Section 3 and Section 12.4 of the Agreement; Agreement shall have been paid; (h)receipt by each Lender of the fees described in the fee letter dated the date hereof executed by the Agent, the Lenders and the Borrower; and (i)such other documents as Agent or any Lender may reasonably request. request, including any documentation and other information required by a Lender with respect to "know your customer" and anti-money laundering rules and regulations. View More