Effectiveness Contract Clauses (4,634)

Grouped Into 118 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 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 Arrow
Found in Oak Street Health, Inc. contract
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... Agent 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 Arrow
Found in Verastem, Inc. contract
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... of this Amendment for the documentation and negotiation of this Amendment. View More Arrow
Found in Paratek Pharmaceuticals, Inc. contract
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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 Arrow
Found in Oak Street Health, Inc. contract
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... Agent 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 Arrow
Found in Verastem, Inc. contract
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... of this Amendment for the documentation and negotiation of this Amendment. View More Arrow
Found in Paratek Pharmaceuticals, Inc. contract
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Effectiveness. This Amendment shall become effective on the Fourth Amendment Closing Date 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. 4.2 2019 Facility Charge. Agent shall have received a nonrefundable, fully earned facility charge in the amount of $250,000.00 in good and collected funds. 4.3 Payment of End of Term Charge. Agent shall have received an End of Term Charge with respect... to the Original Term Loan Advances in the amount of $1,125,000.00 in good and collected funds. 4.4 Corporate Documents. Agent shall have received: (a) a certified copy of resolutions of the Board evidencing approval of this Amendment and other transactions evidenced by the Loan Documents; (b) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; and (c) a certificate of good standing for Borrower from its state of incorporation. 4.5 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, in each case, to the extent invoiced on or prior to the Fourth Amendment Closing Date. View More Arrow
Found in Verastem, Inc. contract
Effectiveness. This Amendment shall become effective on the Fourth First Amendment Closing Date 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. 4.2 2019 Warrant. Lender shall have received the Warrant. 4.3 Borrowing Resolutions. A certified copy of resolutions of Borrower's Board evidencing approval of (i) this Amendment and other transactions evidenced by the Loan Documents; and (ii)... the Warrant. 4.4 Certificates of Good Standing. A certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which such Borrower does business and where the failure to be qualified would have a Material Adverse Effect. 4.5 2020 Facility Charge. Agent shall have received a nonrefundable, fully earned facility charge in the amount of $250,000.00 $25,000.00 in good and collected funds. 4.3 4.6 Payment of End of Term Charge. Agent shall have received an End of Term Charge with respect to the Original Term Loan Advances in the amount of $1,125,000.00 $2,475,000.00 in good and collected funds. 4.4 Corporate Documents. 4.7 Repayment of the Term B Loan Advance. Agent shall have received: (a) a certified copy received repayment in full of resolutions all outstanding liabilities and obligations of Borrower to Lender under the Term B Loan Advance (as defined in the Loan Agreement as amended by this Amendment) (including all accrued and unpaid interest with respect to the principal balance being prepaid but excluding any amount of the Board evidencing approval 2018 End of this Amendment and other transactions evidenced by the Loan Documents; (b) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; and (c) a certificate of good standing for Borrower from its state of incorporation. 4.5 Term Charge). 4.8 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, in each case, to the extent invoiced on or prior to the Fourth First Amendment Closing Date. View More Arrow
Found in Paratek Pharmaceuticals, Inc. contract
Effectiveness. This Amendment shall become effective on the Fourth Amendment Closing Date upon the satisfaction of all the following conditions precedent: precedent (such date of satisfaction of all such conditions precedent, the "Second Amendment Closing Date"): 2 4.1 Amendment. Borrower, Agent and Lender shall have duly executed and delivered this Amendment to Lender. 4.2 2019 Second Amendment Facility Charge. Agent shall have received a nonrefundable, fully earned facility charge in the amount of ... class="diff-color-red">$250,000.00 Eighty-Five Thousand Dollars ($85,000.00) in good and collected funds. 4.3 Payment of End of Term Charge. Agent shall have received an End of Term Charge with respect to the Original Term Loan Advances in the amount of $1,125,000.00 in good and collected funds. 4.4 Corporate Documents. Agent shall have received: (a) a certified copy of resolutions of the Board evidencing approval of this Amendment and other transactions evidenced by the Loan Documents; (b) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Second Amendment Closing Date, of Borrower; and (c) a certificate of good standing for Borrower from its state of incorporation. 4.5 4.4 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, in each case, to the extent invoiced on or prior to the Fourth Second Amendment Closing Date. 4.5 Legal Opinion. Agent shall have received, in form and substance satisfactory to it, the executed legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Borrower, covering such matters incident to the transactions contemplated by this Amendment as Agent may require. View More Arrow
Found in AVEO PHARMACEUTICALS INC contract
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Effectiveness. This Plan became effective January 19, 2017 upon its approval by the stockholders of the Company at the 2017 annual general meeting of stockholders. This Plan was thereafter amended and restated by the Committee effective July 19, 2017. This Plan shall continue in effect for a term of ten years after the date on which the stockholders of the Company approve this Plan, unless sooner terminated by action of the Board.
Found in Schlumberger Ltd. contract
Effectiveness. This Plan became effective January 19, 2017 17, 2013 upon its approval by the stockholders of the Company at the 2017 2013 annual general meeting of stockholders. This Plan was amended by the Committee effective as of June 30, 2013 and was thereafter amended and restated by the Committee effective as of July 19, 2017. This Plan shall continue in effect for a term of ten years after the date on which the stockholders of the Company approve this Plan, unless sooner terminated by action of the... Board. View More Arrow
Found in Schlumberger Ltd. contract
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Effectiveness. This Plan became effective January 19, 2017 upon its approval by the stockholders of the Company at the 2017 annual general meeting of stockholders. This Plan was thereafter amended and restated by the Committee effective July 19, 2017. This Plan shall continue in effect for a term of ten years after the date on which the stockholders of the Company approve this Plan, unless sooner terminated by action of the Board.
Found in Schlumberger Ltd. contract
Effectiveness. This Plan became effective January 19, 2017 17, 2013 upon its approval by the stockholders of the Company at the 2017 2013 annual general meeting of stockholders. This Plan was amended by the Committee effective as of June 30, 2013 and was thereafter amended and restated by the Committee effective as of July 19, 2017. This Plan shall continue in effect for a term of ten years after the date on which the stockholders of the Company approve this Plan, unless sooner terminated by action of the... Board. View More Arrow
Found in Schlumberger Ltd. contract
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Effectiveness. This Agreement shall become effective at the Closing. In the event of a termination of the Merger Agreement prior to the Closing, this Agreement shall automatically terminate (without the requirement of any action by any party hereto) and be of no further force or effect.
Found in Thunder Bridge Acquisition Ltd contract
Effectiveness. This (a) Section 5 of this Agreement shall become effective as of the date hereof. Section 5 of this Agreement shall automatically terminate (without the requirement of any action by any party hereto) and be of no further force or effect upon the earliest to occur of (i) the Closing and (ii) the date of the termination of the Merger Agreement prior to the Closing. (b) Except as set forth in Section 14(a), this Agreement shall become effective at the Closing. In the event of a termination of the... Merger Agreement prior to the Closing, this Agreement shall automatically terminate (without the requirement of any action by any party hereto) and be of no further force or effect. View More Arrow
Found in Thunder Bridge Acquisition Ltd contract
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Effectiveness. This Agreement shall become effective at the Closing. In the event of a termination of the Merger Agreement prior to the Closing, this Agreement shall automatically terminate (without the requirement of any action by any party hereto) and be of no further force or effect.
Found in Thunder Bridge Acquisition Ltd contract
Effectiveness. This (a) Section 5 of this Agreement shall become effective as of the date hereof. Section 5 of this Agreement shall automatically terminate (without the requirement of any action by any party hereto) and be of no further force or effect upon the earliest to occur of (i) the Closing and (ii) the date of the termination of the Merger Agreement prior to the Closing. (b) Except as set forth in Section 14(a), this Agreement shall become effective at the Closing. In the event of a termination of the... Merger Agreement prior to the Closing, this Agreement shall automatically terminate (without the requirement of any action by any party hereto) and be of no further force or effect. View More Arrow
Found in Thunder Bridge Acquisition Ltd contract
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Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 33 10. Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a Manager or Managers for the Company, the obligations of the Company, including, but... not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) Each Manager, acting for itself, and each Forward Purchaser, acting for itself, shall have the right, by giving written notice to the Company, the Operating Partnership, and to each other Manager and each of the other Forward Purchasers, and as hereinafter specified, to terminate this Agreement, solely with respect to itself, in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale through such terminating Manager for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) This Agreement shall remain in full force and effect until and unless terminated pursuant to Section 10(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect. (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Managers, the Forward Purchasers or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section 4. View More Arrow
Found in Four Corners Property Trust, Inc. contract
Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 33 10. Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a any Manager or Managers Forward Seller for the Company, the obligations of the... Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) Each Manager, acting for itself, The Managers, the Forward Purchasers and each the Forward Purchaser, acting for itself, Sellers shall have the right, by giving written notice to the Company, the Operating Partnership, and to each other Manager and each of the other Forward Purchasers, and as hereinafter specified, to terminate this Agreement, solely with respect to itself, Agreement in its sole discretion at any time. Any such termination pursuant to this Section 10 shall be without liability of any party to any other party except that (i) with respect to any pending sale through such terminating a Manager or a Forward Seller for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) This Agreement shall remain in full force and effect until and unless terminated pursuant to Section 10(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) Section 10(a) or (b) above shall in all cases be deemed to provide that Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect. (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Managers, the Forward Purchasers Purchasers, and the Forward Sellers or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section 4. (e) Unless earlier terminated pursuant to this Section 10, this Agreement shall automatically terminate upon the issuance and sale of all of the Shares through the Managers, the Forward Purchasers and the Forward Sellers on the terms and subject to the conditions set forth herein with an aggregate gross sale price equal to the $250,000,000. View More Arrow
Found in ONE Gas contract
Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 33 22 10. Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a Manager or Managers for the Company, the obligations of the Company, including, but... not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) Each Manager, acting for itself, and each Forward Purchaser, acting for itself, shall have the right, by giving written notice to the Company, the Operating Partnership, and to each other Manager and each of the other Forward Purchasers, and as hereinafter specified, to terminate this Agreement, solely with respect to itself, in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale through such terminating Manager for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) 3, Section 6(i) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) The Manager shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale through the Manager for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3, Section 6(i) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) This Agreement shall remain in full force and effect until and unless terminated pursuant to Section 10(a) or (b) 10(b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) Section 10(c) shall in all cases be deemed to provide that Section 1, Section 3(b) 3, Section 6(i) and Section 8 of this Agreement shall remain in full force and effect. (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Managers, the Forward Purchasers Manager or the Company, as the case may be. If such termination shall occur prior to the applicable Settlement Date for any sale of Shares, then such sale shall settle in accordance with the provisions of Section 4. View More Arrow
Found in PENSARE ACQUISITION Corp contract
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Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 33 10. Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a Manager or Managers for the Company, the obligations of the Company, including, but... not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) Each Manager, acting for itself, and each Forward Purchaser, acting for itself, shall have the right, by giving written notice to the Company, the Operating Partnership, and to each other Manager and each of the other Forward Purchasers, and as hereinafter specified, to terminate this Agreement, solely with respect to itself, in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale through such terminating Manager for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) This Agreement shall remain in full force and effect until and unless terminated pursuant to Section 10(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect. (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Managers, the Forward Purchasers or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section 4. View More Arrow
Found in Four Corners Property Trust, Inc. contract
Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 33 10. Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a any Manager or Managers Forward Seller for the Company, the obligations of the... Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) Each Manager, acting for itself, The Managers, the Forward Purchasers and each the Forward Purchaser, acting for itself, Sellers shall have the right, by giving written notice to the Company, the Operating Partnership, and to each other Manager and each of the other Forward Purchasers, and as hereinafter specified, to terminate this Agreement, solely with respect to itself, Agreement in its sole discretion at any time. Any such termination pursuant to this Section 10 shall be without liability of any party to any other party except that (i) with respect to any pending sale through such terminating a Manager or a Forward Seller for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) This Agreement shall remain in full force and effect until and unless terminated pursuant to Section 10(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) Section 10(a) or (b) above shall in all cases be deemed to provide that Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect. (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Managers, the Forward Purchasers Purchasers, and the Forward Sellers or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section 4. (e) Unless earlier terminated pursuant to this Section 10, this Agreement shall automatically terminate upon the issuance and sale of all of the Shares through the Managers, the Forward Purchasers and the Forward Sellers on the terms and subject to the conditions set forth herein with an aggregate gross sale price equal to the $250,000,000. View More Arrow
Found in ONE Gas contract
Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 33 22 10. Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a Manager or Managers for the Company, the obligations of the Company, including, but... not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) Each Manager, acting for itself, and each Forward Purchaser, acting for itself, shall have the right, by giving written notice to the Company, the Operating Partnership, and to each other Manager and each of the other Forward Purchasers, and as hereinafter specified, to terminate this Agreement, solely with respect to itself, in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale through such terminating Manager for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3(b) 3, Section 6(i) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) The Manager shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale through the Manager for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 3, Section 6(i) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) This Agreement shall remain in full force and effect until and unless terminated pursuant to Section 10(a) or (b) 10(b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) Section 10(c) shall in all cases be deemed to provide that Section 1, Section 3(b) 3, Section 6(i) and Section 8 of this Agreement shall remain in full force and effect. (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Managers, the Forward Purchasers Manager or the Company, as the case may be. If such termination shall occur prior to the applicable Settlement Date for any sale of Shares, then such sale shall settle in accordance with the provisions of Section 4. View More Arrow
Found in PENSARE ACQUISITION Corp contract
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Effectiveness. This Amendment shall become effective on the Fourth Amendment Closing Date 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. 4.2 2019 Facility Charge. Agent shall have received a nonrefundable, fully earned facility charge in the amount of $250,000.00 in good and collected funds. 4.3 Payment of End of Term Charge. Agent shall have received an End of Term Charge with respect... to the Original Term Loan Advances in the amount of $1,125,000.00 in good and collected funds. 4.4 Corporate Documents. Agent shall have received: (a) a certified copy of resolutions of the Board evidencing approval of this Amendment and other transactions evidenced by the Loan Documents; (b) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; and (c) a certificate of good standing for Borrower from its state of incorporation. 4.5 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, in each case, to the extent invoiced on or prior to the Fourth Amendment Closing Date. View More Arrow
Found in Verastem, Inc. contract
Effectiveness. This Amendment shall become effective on the Fourth First Amendment Closing Date 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. 4.2 2019 Warrant. Lender shall have received the Warrant. 4.3 Borrowing Resolutions. A certified copy of resolutions of Borrower's Board evidencing approval of (i) this Amendment and other transactions evidenced by the Loan Documents; and (ii)... the Warrant. 4.4 Certificates of Good Standing. A certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which such Borrower does business and where the failure to be qualified would have a Material Adverse Effect. 4.5 2020 Facility Charge. Agent shall have received a nonrefundable, fully earned facility charge in the amount of $250,000.00 $25,000.00 in good and collected funds. 4.3 4.6 Payment of End of Term Charge. Agent shall have received an End of Term Charge with respect to the Original Term Loan Advances in the amount of $1,125,000.00 $2,475,000.00 in good and collected funds. 4.4 Corporate Documents. 4.7 Repayment of the Term B Loan Advance. Agent shall have received: (a) a certified copy received repayment in full of resolutions all outstanding liabilities and obligations of Borrower to Lender under the Term B Loan Advance (as defined in the Loan Agreement as amended by this Amendment) (including all accrued and unpaid interest with respect to the principal balance being prepaid but excluding any amount of the Board evidencing approval 2018 End of this Amendment and other transactions evidenced by the Loan Documents; (b) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; and (c) a certificate of good standing for Borrower from its state of incorporation. 4.5 Term Charge). 4.8 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, in each case, to the extent invoiced on or prior to the Fourth First Amendment Closing Date. View More Arrow
Found in Paratek Pharmaceuticals, Inc. contract
Effectiveness. This Amendment shall become effective on the Fourth Amendment Closing Date upon the satisfaction of all the following conditions precedent: precedent (such date of satisfaction of all such conditions precedent, the "Second Amendment Closing Date"): 2 4.1 Amendment. Borrower, Agent and Lender shall have duly executed and delivered this Amendment to Lender. 4.2 2019 Second Amendment Facility Charge. Agent shall have received a nonrefundable, fully earned facility charge in the amount of ... class="diff-color-red">$250,000.00 Eighty-Five Thousand Dollars ($85,000.00) in good and collected funds. 4.3 Payment of End of Term Charge. Agent shall have received an End of Term Charge with respect to the Original Term Loan Advances in the amount of $1,125,000.00 in good and collected funds. 4.4 Corporate Documents. Agent shall have received: (a) a certified copy of resolutions of the Board evidencing approval of this Amendment and other transactions evidenced by the Loan Documents; (b) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Second Amendment Closing Date, of Borrower; and (c) a certificate of good standing for Borrower from its state of incorporation. 4.5 4.4 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, in each case, to the extent invoiced on or prior to the Fourth Second Amendment Closing Date. 4.5 Legal Opinion. Agent shall have received, in form and substance satisfactory to it, the executed legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Borrower, covering such matters incident to the transactions contemplated by this Amendment as Agent may require. View More Arrow
Found in AVEO PHARMACEUTICALS INC contract
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