Effectiveness Contract Clauses (1,368)

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 "Corpo...ration"), 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, inc...urred 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. As a condition precedent to the effectiveness of this Amendment and the Bank's obligation to make further Advances under the Revolving Line, the Bank shall have received the following documents prior to or concurrently with this Amendment, each in form and substance reasonably satisfactory to Bank: 11.1this Amendment duly executed on behalf of Borrower; 11.2the Acknowledgment of Amendment and Reaffirmation of Guaranty substantially in the form attached hereto as Schedule 1, duly executed and del...ivered by Guarantor; 11.3Bank shall have received copies, certified by a duly authorized officer of Borrower, to be true and complete as of the date hereof, of each of the resolutions of Borrower authorizing the execution and delivery of this Amendment, the other documents executed in connection herewith and Borrower's performance of all of the transactions contemplated hereby; 11.4a good standing certificate of Borrower and Guarantor, certified by the jurisdiction of incorporation of Borrower, dated as of a date no earlier than thirty (30) days prior to the date hereof; 11.5certified copies, dated as of a recent date, of financing statement and other lien searches of Borrower and Guarantor, as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any Uniform Commercial Code termination statements) that the Liens revealed in any such searched either (i) will be terminated prior to or in connection with this Amendment, or (ii) in the sole discretion of Bank, will constitute Permitted Liens; 11.6the Updated Perfection Certificate, duly executed by Borrower; 11.7Borrower's payment of a fully earned, non-refundable amendment fee in the amount of Fifty Thousand Dollars ($50,000), payable in full on the date hereof; and 11.8such other documents as Bank may reasonably request. 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 agreement...s (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. The amendment set forth in Section 1 shall be effective as of the Amended Effective Date.

Effectiveness. The obligations of the Company under this Agreement are effective as of the date hereof and will cease to be effective automatically on the date (the "Voting Deadline Date") that is ten (10) days prior to the commencement date of the confirmation hearing in the Chapter 11 Cases, unless, prior to the Voting Deadline Date, each of the CEC Requisite Vote, the CAC Requisite Vote (each as defined in the Merger Agreement) and each other vote of shareholders of CEC or CAC required by the Merger Agreeme...nt or applicable Law (collectively, the "Shareholder Votes") shall have been validly obtained; provided that the Voting Deadline Date may be extended or waived by CEOC in writing in its sole discretion. 16 10. Cooperation. The Company shall use commercially reasonable efforts to provide to counsel for CAC (a) drafts of all material motions, applications (other than applications seeking to retain professional advisors), and other documents the Company intends to file with the Bankruptcy Court, no less than three (3) Business Days before the date when the Company intends to file any such document unless such advance notice is impossible or impracticable under the circumstances. View More

Effectiveness. This Agreement shall be a binding obligation of the parties as of the date hereof but shall not be effective until the Effective Time; provided, that, prior to the Effective Time GS will continue to have all rights provided in the Warrant. This Agreement shall automatically terminate and be void ab initio without further action if a Qualified Offering is not consummated on or prior to December 31, 2016 (or if the Offering is consummated and the Offering does not constitute a Qualified Offering). 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) updated Secretary's Corporate Borrowing Certificates for each Borrower (with updated attachments, if necessary), (c) Certificates of Good Standing and Foreign Qualification, as applicable, (d)executed Subordination Agreement in favor of Bank, (e) updated evidence of insurance, (f) termination of UCC-1 Financing Statements in favor of Partners For Growth, (g) paymen...t by Borrower of the non-refundable Term Loan 2014 commitment fee in an amount equal to Ten Thousand Dollars ($10,000), which commitment fee shall be fully-earned when paid, and (h) payment of Bank's legal fees and expenses incurred in connection with the existing Loan Documents and this Amendment. View More

Effectiveness. This Amendment shall become effective upon the Administrative Agent receiving this Amendment duly executed by the Borrower and the Majority Lenders.

Effectiveness. This Agreement shall become effective only upon the consummation of the Merger, at which time this Agreement shall supersede any and all agreements between Executive and First Mariner, including the First Mariner Bank Employment Agreement. If the Merger Agreement is terminated in accordance with its terms prior to the occurrence of the closing date of the Merger, this Agreement shall become null and void in all respects.