Grouped Into 58 Collections of Similar Clauses From Business Contracts
This page contains Effectiveness clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Effectiveness. This Amendment shall be effective as of the Effective Date.
Effectiveness. This Amendment shall become effective on the date (the "Second 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 performanc...e 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 remain in full force and effect; (d)opinion letter of Willkie Farr & Gallagher 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 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; (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.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 per...formance 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
Effectiveness. This Amendment shall become effective upon the satisfaction of all the following conditions precedent: 4.1 Amendment. Borrower, Agent and Lender shall have duly executed and delivered this Amendment to Lender and such other documents as Agent may reasonably request. 4.2 Payment of Lender Expenses. Borrower shall have paid all reasonable Lender expenses (including all reasonable attorneys' fees and reasonable expenses) incurred through the date of this Amendment for the documentation and negotiat...ion of this Amendment.View More
Effectiveness. This Amendment shall become effective upon the satisfaction of all the following conditions precedent: 4.1 Amendment. Borrower, Agent and Lender shall have duly executed and delivered this Amendment to Lender and such other documents as Agent may reasonably request. 4.2 Final Draft. Borrower shall deliver at least two (2) Business Days prior to the consummation of the Permitted Convertible Debt Financing, the offering memorandum, indenture and all other material documents related thereto to Agen...t in substantially final form. 4.3 Payment of Lender Expenses. Borrower shall have paid all reasonable and invoiced Lender expenses (including all reasonable attorneys' fees and reasonable expenses) incurred through the date of this Amendment for the documentation and negotiation of this Amendment. View More
Effectiveness. This Amendment shall become effective upon the satisfaction of all the following conditions precedent: 4.1 Amendment. Borrower, Agent 4.1Amendment. Borrower and Lender shall have duly executed and delivered this Amendment to Lender and such other documents as Agent may reasonably request. 4.2 Payment Lender. 4.2Payment of Lender Expenses. Borrower shall have paid all reasonable Lender expenses Expenses (including all reasonable attorneys' fees and reasonable expenses) incurred through the date o...f this Amendment for the documentation and negotiation of this Amendment. View More
Effectiveness. This Amendment shall become effective on the date hereof (the "Effective Date") upon satisfaction of each of the following conditions: (a) receipt by the Administrator and each Purchaser Agent of counterparts of (i) this Amendment and (ii) the amended and restated fee letter, dated as of the date hereof, by and among the Seller, the Servicer, the Administrator and each Purchaser Agent; (b) the Administrator, each Purchaser Agent and PNC Capital Markets LLC shall have received all accrued and unp...aid fees, costs and expenses to the extent then due and payable to it or the Purchasers on the Effective Date; and (c) such other documents and instruments as a Purchaser Agent may reasonably request, in form and substance satisfactory to such Purchaser Agent.View More
Effectiveness. This Amendment shall become effective on the date hereof (the "Effective Date") upon satisfaction of each of the following conditions: (a) receipt by the Administrator and each Purchaser Agent of counterparts of (i) this Amendment and (ii) the amended and restated fee letter, dated as of the date hereof, by and among the Seller, the Servicer, the Administrator and each Purchaser Agent; and (b) the Administrator, Administrator and each Purchaser Agent and PNC Capital Markets LLC shall have receiv...ed all accrued and unpaid fees, costs and expenses to the extent then due and payable to it or the Purchasers on the Effective Date; and (c) such other documents and instruments as a Purchaser Agent may reasonably request, in form and substance satisfactory to such Purchaser Agent. Date. View More
Effectiveness. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall be effective upon the Closing. If the Purchase Agreement is terminated in accordance with its terms, this Agreement shall terminate concurrently therewith and shall be of no further force and effect.
Effectiveness. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall be effective upon the Closing. If the Purchase Agreement is Business Combination Agreements are terminated in accordance with its their respective terms, this Agreement shall terminate on concurrently therewith and shall be of no further force and effect.
Effectiveness. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall be effective upon the Closing. If the Purchase Business Combination Agreement is terminated in accordance with its respective terms, this Agreement shall terminate on concurrently therewith and shall be of no further force and effect.
Effectiveness. This Amendment shall become effective as of the date set forth above (the "Effective Date") upon the satisfaction of the following conditions precedent: (a) Amendment. The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Canadian Administrative Agent, the Parent, the Company, each of the other Borrowers and the Lenders party to the Credit Agreement constituting the "Majority Lenders" thereunder. (b) Security Documents. The Administra...tive Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and delivered by an authorized officer of the Parent, the Company, and each Subsidiary Guarantor.View More
Effectiveness. This Amendment shall become effective as of the date set forth above (the "Effective Date") upon the satisfaction of the following conditions precedent: (a) Amendment. The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Canadian Administrative Agent, the Parent, the Company, each of the other Borrowers Company and the Lenders party to the Credit Agreement constituting the "Majority Lenders" thereunder. thereunder and the Term Lender...s having more than 50% of the aggregate principal amount of the Term Loans. (b) Security Documents. The Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and delivered by an authorized officer of the Parent, the Company, each of the other Borrowers and each Subsidiary Guarantor. 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, (b) Borrower's payment of the facility fee in an amount equal to Sixty Two Thousand Five Hundred Thousand Dollars ($62,500) pursuant to Section 2.4(e)(i) of the Loan Agreement (as amended hereby), and (c) payment of Bank's legal fees and expenses 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) Borrower's payment of the facility fee in an amount equal to Sixty Two Thousand Five Hundred Fifty Thousand Dollars ($62,500) ($50,000) pursuant to Section 2.4(e)(i) of the Loan Agreement (as amended hereby), and (c) payment of Bank's legal fees and expenses in connection with the negotiation and preparation of this Amendment.
Effectiveness. The effectiveness of each Supplemental Confirmation and the related Transaction on the Effective Date for such Supplemental Confirmation shall be subject to the following conditions: (a) the representations and warranties of Counterparty contained in the Equity Distribution Agreement, and any certificate delivered pursuant thereto by Counterparty shall be true and correct on such Effective Date as if made as of such Effective Date; (b) Counterparty shall have performed all of the obligations req...uired to be performed by it under the Equity Distribution Agreement on or prior to such Effective Date; (c) all of the conditions set forth in Section 6 of the Equity Distribution Agreement shall have been satisfied; (d) the Forward Date (as defined in the Equity Distribution Agreement) shall have occurred as provided in the Equity Distribution Agreement; (e) all of the representations and warranties of Counterparty hereunder and under the Agreement shall be true and correct on such Effective Date as if made as of such Effective Date; (f) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to such Effective Date, including without limitation its obligations under Section 6 hereof; and (g) Counterparty shall have delivered to Dealer an opinion of counsel in form and substance reasonably satisfactory to Dealer, with respect to the matters set forth in Section 3(a) of the Agreement and that the maximum number of Shares initially issuable under such Transaction have been duly authorized and, upon issuance pursuant to the terms of such Transaction, will be validly issued, fully paid and nonassessable. Notwithstanding the foregoing or any other provision of this Master Confirmation or any Supplemental Confirmation, if in respect of any Transaction (x) on or prior to 9:00 a.m., New York City time, on any Settlement Date (as defined in the Equity Distribution Agreement), in connection with establishing its commercially reasonable hedge position in respect of such Transaction, Dealer is unable, after using commercially reasonable efforts, to borrow and deliver for sale the full number of Shares to be borrowed and sold pursuant to the Equity Distribution Agreement on such Settlement Date or (y) in Dealer's commercially reasonable judgment, it would incur a stock loan cost of more than a rate equal to the Maximum Stock Loan Rate for such Transaction with respect to all or any portion of such full number of Shares, the effectiveness of the related Supplemental Confirmation and such Transaction shall be limited to the number of Shares Dealer is so able to borrow in connection with establishing its commercially reasonable hedge position of such Transaction at a cost of not more than a rate equal to the Maximum Stock Loan Rate for such Transaction, which, for the avoidance of doubt, may be zero.View More
Effectiveness. The effectiveness of each Supplemental this Master Confirmation and the related each Transaction on the Effective Date for such Supplemental Confirmation shall be subject to the following conditions: (a) the representations and warranties of Counterparty contained in the Equity Distribution Agreement, and any certificate delivered pursuant thereto by Counterparty shall be true and correct on such the Effective Date as if made as of such the Effective Date; (b) Counterparty shall have performed a...ll of the obligations required to be performed by it under the Equity Distribution Agreement on or prior to such the Effective Date; (c) all of the conditions set forth in Section 6 of the Equity Distribution Agreement shall have been satisfied; (d) the Forward Effective Date (as defined in the Equity Distribution Agreement) shall have occurred as provided in the Equity Distribution Agreement; (e) all of the representations and warranties of Counterparty hereunder and under the Agreement shall be true and correct on such the Effective Date as if made as of such the Effective Date; (f) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to such the Effective Date, including without limitation its obligations under Section Sections 5 and 6 hereof; of this Master Confirmation; and (g) Counterparty shall have delivered to Dealer an opinion of counsel in form and substance reasonably satisfactory to Dealer, on the date of this Master Confirmation and on each Representation Date (as defined in the Distribution Agreement), with respect to the matters set forth in Section 3(a) of the Agreement and that the maximum number of Shares initially issuable under such Transaction hereunder have been duly authorized and, upon issuance pursuant to the terms of such each Transaction, will be validly issued, fully paid and nonassessable. 3 Counterparty to confirm. Master Confirmation – 13 Notwithstanding the foregoing or any other provision of this Master Confirmation or any Supplemental Confirmation, Transaction Supplement, if (x) Dealer, in respect of any Transaction (x) on or prior to 9:00 a.m., New York City time, on any Settlement Date (as defined in the Equity Distribution Agreement), in connection with establishing its commercially reasonable hedge position in respect of such Transaction, Dealer judgment, is unable, after using commercially reasonable efforts, unable to borrow and deliver for sale the full number Full Number of Shares to be borrowed and sold pursuant to the Equity Distribution Agreement on for such Settlement Date Transaction, or (y) in Dealer's commercially reasonable judgment, it would incur a stock loan cost of more than a rate equal to the Maximum Stock Loan Rate for such Transaction 200 basis points per annum with respect to all or any portion of such full number the Full Number of Shares, Shares (in each case, an "Initial Hedging Disruption"), the effectiveness of the related Supplemental Confirmation Transaction Supplement and such the relevant Transaction shall be limited to the number of Shares Dealer is so able to may borrow in connection with establishing its commercially reasonable hedge position of such Transaction at a cost of not more than a rate equal to 200 basis points per annum (such number of Shares, the Maximum Stock Loan Rate for such Transaction, "Reduced Number of Shares"), which, for the avoidance of doubt, may be zero. View More
Effectiveness. The effectiveness of each Supplemental Confirmation and the related Transaction on the Effective Date for such Supplemental Confirmation shall be subject to the following conditions: conditions except to the extent previously waived by Dealer in writing: (a) the representations and warranties of Counterparty contained in the Equity Distribution Agreement, and any certificate delivered pursuant thereto by Counterparty shall be true and correct on such Effective Date as if made as of such Effectiv...e Date; (b) Counterparty shall have performed all of the obligations required to be performed by it under the Equity Distribution Agreement on or prior to such Effective Date; 22 (c) all of the conditions set forth in Section 6 5 of the Equity Distribution Agreement shall have been satisfied; (d) such Supplemental Confirmation shall be dated during the Forward Date (as defined in period commencing on the date of the Equity Distribution Agreement) shall have occurred as provided in Agreement and expiring on the earlier to occur of (i) the date on which on which the gross sale price of Shares sold pursuant to the Equity Distribution Agreement; Agreement and any similar agreement or agreements with one or more other dealers and dated the date thereof is equal to or exceeds USD 750 million and (ii) the date on which the Equity Distribution Agreement is terminated; (e) all of the representations and warranties of Counterparty hereunder and under the Agreement shall be true and correct on such Effective Date as if made as of such Effective Date; and (f) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to such Effective Date, including without limitation its obligations under Section 5 and Section 6 hereof; and of this Master Confirmation. (g) Counterparty shall have delivered to Dealer an opinion of counsel in form and substance reasonably satisfactory to Dealer, with respect to the matters set forth in Section 3(a) of the Agreement and that the maximum number of Shares initially issuable under such Transaction have been duly authorized and, upon issuance pursuant to the terms of such Transaction, will be validly issued, fully paid and nonassessable. Notwithstanding the foregoing or any other provision of this Master Confirmation or any Supplemental Confirmation, if in respect of any Transaction (x) on or prior to 9:00 a.m., New York City time, on any Forward Hedge Settlement Date (as defined in the Equity Distribution Agreement), Date, in connection with establishing its commercially reasonable hedge position in respect of such Transaction, Dealer Transaction Dealer, in its sole judgment, it (or its affiliate) (x) is unable, after using commercially reasonable efforts, to borrow and deliver for sale the full number of Shares to be borrowed and sold pursuant to the Equity Distribution Agreement on such Forward Hedge Settlement Date or (y) in Dealer's commercially reasonable judgment, it would incur a stock loan cost of more than a rate equal to the Maximum Stock Loan Rate for such Transaction with respect to all or any portion of such full number of Shares, then the effectiveness of the related Supplemental Confirmation and such Transaction shall be limited to the number of Shares Dealer is so able to borrow in connection with establishing its commercially reasonable hedge position of such Transaction at a cost of not more than a rate equal to the Maximum Stock Loan Rate for such Transaction, which, for the avoidance of doubt, may be zero. "Forward Hedge Settlement Date" will mean a Trading Day that is one Settlement Cycle immediately following the Trading Day on which the sale of any Forward Hedge Shares occurs pursuant to the Equity Distribution Agreement. View More
Effectiveness. This Amendment shall be deemed effective as of the Third Amendment Effective Date upon the due execution and delivery to Bank of this Amendment by each party hereto.
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 to Bank of (i) a fully-earned, non-refundable amendment fee in an amount equal to Thirty Thousand Dollars ($30,000.00), and (ii) Bank's legal fees and expenses incurred in connection with 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, and (b) Borrower's payment to Bank of (i) a fully-earned, fully earned, non-refundable amendment waiver fee in an amount equal to Thirty Twenty-Five Thousand Dollars ($30,000.00), ($25,000.00) and (ii) Bank's legal fees and expenses incurred in connection with 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, and (b) Borrower's payment to Bank of (i) a fully-earned, fully earned, non-refundable amendment fee in an amount equal to Thirty Fifteen Thousand Dollars ($30,000.00), ($15,000.00), and (ii) Bank's legal fees and expenses incurred in connection with this Amendment.
