Effectiveness Contract Clauses (4,600)

Effectiveness. This Amendment shall be effective on the date of receipt by the Administrative Agent and the Lead Arranger of (i) copies of this Amendment duly executed by the Borrower, the Administrative Agent and the Required Lenders and (ii) 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) in connection with this Amendment (such date, the "Effective Date").

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 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. 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... required 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. 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... negotiation of this Amendment. View More

Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Bank of this Amendment by each party hereto.

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... 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, 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, 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, (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 become effective on the date that the following conditions shall have been satisfied (the "Second Amendment Effective Date"): 6 (a) Amendment. The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Borrower and the Lenders party to the Credit Agreement constituting the "Required Lenders" thereunder. (b) To the extent invoiced at least two (2) Business Days prior to the Second Amendment Effective Date, the... Administrative Agent shall have received payment or reimbursement of all out-of-pocket expenses incurred in connection with this Amendment, and any other documents prepared in connection herewith, including, without limitation, the reasonable fees, charges and disbursements of counsel. (c) The representations and warranties set forth in Section 3 hereof shall be true and correct. (d) The Administrative Agent shall have received a consent fee for the account of each Lender under the Credit Agreement consenting to this Amendment in an amount equal to 0.03% of such Lender's Commitments under the Credit Agreement immediately prior to the Second Amendment Effective Date. 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... 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. View More