Effectiveness Contract Clauses (1,368)

Effectiveness. This Amendment shall become effective on the date (the "First Amendment Effective Date") on which: (a) The Administrative Agent shall have received this Amendment executed and delivered by each Borrower, each Guarantor, the Administrative Agent, the Required Lenders and, with respect to the amendment set forth in Section 2(c) of this Amendment, the Required Pro Rata Lenders. (b) (i) No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or afte...r giving effect to this Amendment and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of the First Amendment Effective Date as if made on and as of such date (except to the extent any such representation 3 and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date). (c) The Administrative Agent shall have received all fees required to be paid on the First Amendment Effective Date and reasonable out-of-pocket expenses required to be reimbursed on the First Amendment Effective Date and, with respect to out-of-pocket expenses, to the extent invoiced at least three business days prior to the First Amendment Effective Date. View More

Effectiveness. This Agreement shall become effective and binding on the Parties on the Agreement Effective Date.

Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. The respective agreements, representations, warranties and other statements of the Company and the Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Company or any of their respective officers or directors or any controlling person, as the case may be, and will survive delivery ...of and payment for the Notes sold hereunder and any termination of this Agreement. View More

Effectiveness. This Amendment shall be deemed effective upon the Amendment Date.

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 Administr...ative 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. Each Transaction shall be effective if and only if Shares are sold by [AGENT NAME], acting as forward seller for Dealer (in such capacity, the "Agent"), on or after the Trade Date and on or before the Hedge Completion Date pursuant to the Equity Distribution Agreement, dated May 11, 2020 between Dealer, Counterparty, the Agent and the other parties thereto (the "Sales Agreement"). If the Sales Agreement is terminated prior to any such sale of Shares thereunder, the parties shall have no further ...obligations in connection with the applicable Transaction, other than in respect of breaches of representations or covenants on or prior to such date. For the avoidance of doubt, if the Sales Agreement is terminated prior to the Hedge Completion Date, this Master Confirmation and the related Supplemental Confirmation shall remain in effect with respect to any Shares that had been sold by the Agent acting as forward seller for Dealer on or after the Trade Date and prior to such termination. Schedule D- 17 4. Additional Mutual Representations and Warranties. In addition to the representations and warranties in the Agreement, each party represents and warrants to the other party that it is an "eligible contract participant", as defined in the U.S. Commodity Exchange Act (as amended), and an "accredited investor" as defined in Section 2(a)(15)(ii) of the Securities Act of 1933 (as amended) (the "Securities Act"), and is entering into each Transaction hereunder as principal and not on behalf of any third party. View More

Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank, by each party thereto, of (i) this Amendment, (ii) an updated Corporate Borrowing Certificate for each Co-Borrower in the form attached hereto, (iii) an Amendment to Warrant for each Warrant executed prior to the date hereof, and an (iv) Addendum 1 to Perfection Certificate for each Co-Borrower in the form attached hereto, and (b) Co-Borrowers' payment of (i) Five Hundred Thousand Dollars ($500,000) in conn...ection with the Third Amendment Final Payment, and (ii) to the extent that an invoice therefor has been provided by Bank to Co-Borrowers, all fees then due and owing and all Bank Expenses incurred through the date of this Amendment, which may be debited from any of Co-Borrowers' accounts at Bank. View More

Effectiveness. This Plan shall be effective as of [ __ ], 2021. 10 PARTICIPATION AGREEMENT EXHIBIT 11 EX-10.6 11 d66583dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 FINAL POSHMARK, INC. EXECUTIVE SEVERANCE PLAN FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR EXECUTIVE OFFICERS 1. Purpose. Poshmark, Inc. (the "Company") considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") recognizes, however, th...at, the possibility of an involuntary termination of employment, either before or after a Change in Control (as defined in Section 2 hereof), exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, the Board has determined that the Poshmark, Inc. Executive Severance Plan for the Chief Executive Officer and Senior Executive Officers (the "Plan") should be adopted to reinforce and encourage the continued attention and dedication of the Company's Covered Executives (as defined in Section 2 hereof) to their assigned duties without distraction. Nothing in this Plan shall be construed as creating an express or implied contract of employment and nothing shall alter the "at will" nature of the Covered Executives' employment with the Company. View More

Effectiveness. Notwithstanding anything to the contrary contained herein, this Agreement shall be subject to consummation of the Merger in accordance with the terms of the Merger Agreement, as the same may be amended by the parties thereto in accordance with its terms. In the event the Merger Agreement is terminated for any reason or the Merger does not occur, this Agreement shall be deemed null and void.

Effectiveness. This Amendment shall become effective as of the date first written above only upon satisfaction in full in the discretion of the Administrative Agent of each of the following conditions (the "First Amendment Effective Date"): 6.1 The Administrative Agent shall have received a copy of this Amendment duly executed and delivered by all of the Lenders, the Borrower, each other Loan Party and the Administrative Agent; 6.2 The representations and warranties of or on behalf of the Loan Parties in this ...Amendment are true, accurate and complete (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date) on and as of the First Amendment Effective Date; 6.3 The Loan Parties shall have paid all outstanding costs and expenses owed to the Administrative Agent pursuant to Section 9.03 of the Credit Agreement, including, without limitation, all reasonable fees, charges and disbursements of counsel for the Administrative Agent; and 6.4 The Administrative Agent shall have received all other documents or materials requested by the Administrative Agent, in each case, in form and substance reasonably acceptable to the Agent. View More