At the Effective Date Clause Samples

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At the Effective Date. (i) the rights, privileges, goodwill and franchises and all property, real, personal and mixed and all debts, liabilities, obligations and penalties due on whatever account and all other things in action belonging or accruing to Newco shall be bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in the Surviving Corporation, by operation of law and without further act or deed, and all property and rights and liabilities, and all and every other interest of Newco shall be as effectively the property, rights and interests and liabilities of the Surviving Corporation, as they were of Newco; and (ii) no action or proceeding, whether civil or criminal, pending at the Effective Date by or against either ▇▇▇▇▇▇▇ Audio or Newco, or any stockholder, officer or director thereof, shall ▇▇▇▇▇ or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred, or the Surviving Corporation may be substituted in such action or proceeding in place of ▇▇▇▇▇▇▇ Audio, or Newco, as the case may be; and (iii) all rights of employees and creditors and all liens upon the property of ▇▇▇▇▇▇▇ Audio and Newco shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all of the debts, liabilities, obligations and duties of ▇▇▇▇▇▇▇ Audio and Newco shall attach to the Surviving Corporation, and shall be enforceable against the Surviving Corporation to the same extent as if all such debts, liabilities, obligations and duties had been incurred or contracted by the Surviving Corporation.
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At the Effective Date. Palatin shall either (i) assume the rights and obligations of or (ii) guaranty the obligations of the Surviving Corporation under the Second Amended and Restated License and Distribution Agreement ("▇▇▇▇ ▇▇") dated as of September 30, 1999 by and between MBI and Mallinckrodt, Inc. ("Mallinckrodt").
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At the Effective Date. (a) Each issued and outstanding share of common stock of First National shall, by virtue of the reorganization and merger and without any action on the part of the holder thereof, be converted into and exchangeable for 10 shares of common stock of Holding Company. From and after the Effective Date, each outstanding stock certificate theretofore representing shares of First National common stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Holding Company common stock into which such shares of First National common stock shall have been converted. First National stock certificates shall be exchanged for Holding Company stock certificates in the manner set forth in Section 2.3 below; (b) Holding Company shall repurchase at the original selling price any shares of Holding Company common stock owned by the Incorporators and Directors of Holding Company immediately prior to the Effective Date and such shares of common stock of Holding Company shall be cancelled; (c) Surviving Bank shall issue to Holding Company 33,000 shares of its common stock. (d) All certificates which before the Effective Date evidenced the share of Interim Bank common stock owned by the Holding Company immediately before the Effective Date shall be cancelled on the Effective Date. (a) As soon as practicable but in any event within six (6) months after the Effective Date, First National shareholders will be issued the number of shares of Holding Company common stock into which such shares of First National common stock shall have been converted as described in Section 2.2(a) above and Holding Company shall mail to each holder of record of a certificate or certificates representing outstanding shares of First National common stock ("Certificates"), a form letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Holding Company) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Holding Company common stock. Upon surrender of a Certificate for exchange and cancellation to Holding Company together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing shares of Holding Company common stock and the Certificate so surrendered shall forthwith be cancelled. (b) No di...
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At the Effective Date. (1) The constituent entities shall be a single entity, which shall be MCORP, the entity designated herein as the surviving entity. (2) The separate existence of Rampart shall cease. (3) MCORP shall thereupon and thereafter possess all the rights, privileges, powers and franchises as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties of each constituent entity; and all the singular, the powers and franchises of each constituent entity, and all property, real, personal and mixed, and all debts due to either constituent entity on whatever account, as well for stock subscriptions as all other things in action or belonging to each constituent entity shall be vested in MCORP; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of MCORP as they were of the respective constituent entities, and the title to any real estate vested by deed or otherwise in either constituent entity shall not revery or be in any way impaired by reason of the merger; but all rights of creditors and all liens upon any property of either constituent entity shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent entities shall thenceforth attach to MCORP (the surviving entity) and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding whether civil, criminal or administrative, pending by or against either constituent entity shall be prosecuted as if the merger had not taken place, or MCORP (the surviving entity) may be substituted in such action or proceeding. (4) All corporate acts, plans, policies, contracts, approvals and authorizations of Rampart and the Rampart Shareholders, board of directors, committees elected or appointed by the board of directors, officers and agents, which were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of MCORP (as the surviving entity) and shall be as effective and binding thereon as the same were with respect to Rampart. (5) The assets, liabilities, reserves and accounts of each constituent entity shall be recorded on the books of MCORP at the amounts at which they, respectively, shall then be carried on the books of such constituent entity subject to such adjustme...
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At the Effective Date. Neither any Borrower nor any Subsidiary has incurred any material accumulated funding deficiency within the meaning of ERISA.
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At the Effective Date. (a) and prior to Closing, all receivables and payables between, on the one hand, the Company and, on the other hand, the Seller or any other company within the Vattenfall AB group shall have been settled, including without limitation the amounts outstanding to Vattenfall Regionnat AB under the IRU agreement dated on or about 27 September 2002 but excluding the interest bearing debt referred to in Clause 6.12 (b) (ii) below; (b) thereafter, the sum of inventory, trade and other receivables and cash and bank balances of the Company shall be more than or equal to the liabilities of the Company (excluding (i) the long and short term debts to Utfors relating to the lease agreement dated 31 May 2002 (the amount of which was originally SEK 55 million), (ii) the interest bearing debt to the Seller (which will be transferred to the Purchaser as set forth in Clause 8.5), and (iii) share capital); (c) the Company shall have no long term debts except the debts set forth in this Clause 6.12 (b) (i) and (ii) above; (d) the Company shall have no interest bearing debt except the interest bearing debt to the Seller, which shall be transferred to the Purchaser as set forth in Clause 8.5; and (e) the shareholders' equity of the Company shall not be less than the registered share capital of the Company.
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At the Effective Date. (a) The employees who provide services at the Paradise Facilities are employed by Vegas Retail and the employees who provide services at the Rainbow Facility are employed by Vegas Retail 2 and (b) to the Knowledge of the Sellers, the Sellers are in compliance in all material respects with all applicable Laws pertaining to employment and employment practices.
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Related to At the Effective Date

  • Conditions to the Effective Date The obligation of each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by D▇▇▇▇▇▇▇▇ W▇▇▇▇▇ PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date.

  • Conditions Precedent to the Effective Date The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the following: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Effect; Effective Date Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

  • Contract Effective Date This agreement becomes effective when signed by the last party whose signing makes the agreement fully executed.