Effectiveness Contract Clauses (4,635)

Effectiveness. This Letter shall become effective on the date on which the Transaction closes. If the closing of the Transaction does not occur for any reason, this Letter will be null and void.

Effectiveness. This Letter shall become effective on the date on which the Transaction closes. If the closing of the Transaction does not occur for any reason, this Letter will be null and void.

Effectiveness. The Grant is subject to the Participant's acceptance of the terms and conditions of this Grant Notice by signature below or by e-signature, email or other form of electronic confirmation. EXECUTIVE OFFICER RESTRICTED STOCK TERMS AND CONDITIONS These Executive Officer Restricted Stock Terms and Conditions (the "Terms and Conditions"), effective as of _____________, shall apply to each grant of Restricted Shares (as defined in the Grant Notice) by Welltower Inc., a Delaware corporation (the... "Corporation"), to the Participant (as defined in the Grant Notice). RECITALS: A. The Participant is an employee and executive officer of the Corporation. B. The Corporation adopted the 2016 Long-Term Incentive Plan (the "Plan") in order to provide non-employee directors and select officers and key employees with incentives to achieve long-term corporate objectives. C. The Compensation Committee of the Corporation's Board of Directors has decided that the Participant should be granted restricted shares of the Corporation's common stock, $1.00 par value per share ("Common Stock"), on the terms and conditions set forth in the Grant Notice and these Terms and Conditions in accordance with the terms of the Plan. D. The grant of the Restricted Shares has been made by the Corporation in consideration of the past and future services provided by the Participant to the Corporation and the various covenants and agreements contained in the Grant Notice and these Terms and Conditions. View More

Effectiveness. The Grant is subject to the Participant's acceptance of the terms and conditions of this Grant Notice by signature below or by e-signature, email or other form of electronic confirmation. EXECUTIVE OFFICER RESTRICTED STOCK TERMS AND CONDITIONS These Executive Officer Restricted Stock Terms and Conditions (the "Terms and Conditions"), effective as of _____________, shall apply to each grant of Restricted Shares (as defined in the Grant Notice) by Welltower Inc., a Delaware corporation (the... "Corporation"), to the Participant (as defined in the Grant Notice). RECITALS: A. The Participant is an employee and executive officer of the Corporation. B. The Corporation adopted the 2016 Long-Term Incentive Plan (the "Plan") in order to provide non-employee directors and select officers and key employees with incentives to achieve long-term corporate objectives. C. The Compensation Committee of the Corporation's Board of Directors has decided that the Participant should be granted restricted shares of the Corporation's common stock, $1.00 par value per share ("Common Stock"), on the terms and conditions set forth in the Grant Notice and these Terms and Conditions in accordance with the terms of the Plan. D. The grant of the Restricted Shares has been made by the Corporation in consideration of the past and future services provided by the Participant to the Corporation and the various covenants and agreements contained in the Grant Notice and these Terms and Conditions. View More

Effectiveness. This Amendment shall be deemed effective upon the satisfaction of the following conditions precedent, such date being the "Amendment Effective Date": 4.1 Amendment to Credit Agreement. Each Loan Party, Required Lenders and Administrative Agent shall have duly executed and delivered this Amendment to Administrative Agent. 4.2 Expenses. Borrower shall have paid all expenses (including all reasonable attorneys' fees and reasonable expenses), as described in Section 10.5 of the Credit Agreement,... incurred and invoiced through the date of this Amendment. 4.3 Fee Letter. Borrower shall have executed and delivered the Fee Letter to Administrative Agent, and paid the fees as specified. View More

Effectiveness. This Amendment shall be deemed effective upon the satisfaction of the following conditions precedent, such date being the "Amendment Effective Date": 4.1 Amendment to Credit Agreement. Each Loan Party, Required Lenders and Administrative Agent shall have duly executed and delivered this Amendment to Administrative Agent. 4.2 Expenses. Borrower shall have paid all expenses (including all reasonable attorneys' fees and reasonable expenses), as described in Section 10.5 of the Credit Agreement,... incurred and invoiced through the date of this Amendment. 4.3 Fee Letter. Borrower shall have executed and delivered the Fee Letter to Administrative Agent, and paid the fees as specified. 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 amendment fee in an amount equal to $25,000. The above-mentioned fee shall be fully earned and payable concurrently with the execution and delivery of this Amendment and shall be non-refundable and in addition to all interest and other fees payable to Bank under the Loan Documents. Bank is authorized to charge such fees to Borrower's... loan account. [Remainder of page intentionally left blank; signature page immediately follows.] 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 amendment fee in an amount equal to $25,000. The above-mentioned fee shall be fully earned and payable concurrently with the execution and delivery of this Amendment and shall be non-refundable and in addition to all interest and other fees payable to Bank under the Loan Documents. Bank is authorized to charge such fees to Borrower's... loan account. [Remainder of page intentionally left blank; signature page immediately follows.] View More

Effectiveness. Each Mandated Lead Arranger's and Lender's willingness to provide its Commitment and each of the Waivers hereunder shall not be effective until the date (the "Commitment Letter Effective Date") on which each of the following conditions is satisfied: (a) This Commitment Letter and the related Fee Letters are executed and delivered by each party thereto (including the Borrower); and (b) The Administrative Agent shall have received true, complete and correct copies of one or more purchase... agreements (the "Purchase Agreements") satisfactory in form and substance to the Mandated Lead Arrangers, which shall have been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and/or other existing or potential equity investors in the Borrower, providing for the issuance of equity interests in the Borrower in exchange for aggregate gross cash proceeds of not less than $125,000,000. If the Commitment Effective Date does not occur on or before October 7, 2016, this Commitment Letter (including, without limitation, the Waivers) shall terminate. Upon the occurrence of the Commitment Letter Effective Date, this Commitment Letter shall amend, restate and supersede and replace in its entirety the Amended and Restated Commitment Letter dated June 30, 2016 among the Mandated Lead Arrangers and you, and such prior Commitment Letter shall be of no further force or effect. View More

Effectiveness. Each Mandated Lead Arranger's and Lender's willingness to provide its Commitment and each of the Waivers hereunder shall not be effective until the date (the "Commitment Letter Effective Date") on which each of the following conditions is satisfied: (a) This Commitment Letter and the related Fee Letters are executed and delivered by each party thereto (including the Borrower); and (b) The Administrative Agent shall have received true, complete and correct copies of one or more purchase... agreements (the "Purchase Agreements") satisfactory in form and substance to the Mandated Lead Arrangers, which shall have been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and/or other existing or potential equity investors in the Borrower, providing for the issuance of equity interests in the Borrower in exchange for aggregate gross cash proceeds of not less than $125,000,000. If the Commitment Effective Date does not occur on or before October 7, 2016, this Commitment Letter (including, without limitation, the Waivers) shall terminate. Upon the occurrence of the Commitment Letter Effective Date, this Commitment Letter shall amend, restate and supersede and replace in its entirety the Amended and Restated Commitment Letter dated June 30, 2016 among the Mandated Lead Arrangers and you, and such prior Commitment Letter shall be of no further force or effect. View More