Conditions to Effectiveness of Second Amendment Sample Clauses
The "Conditions to Effectiveness of Second Amendment" clause defines the specific requirements that must be satisfied before the second amendment to an agreement becomes legally binding and enforceable. Typically, these conditions may include obtaining necessary approvals from relevant parties, delivering certain documents, or fulfilling pre-agreed actions such as payment of fees or completion of due diligence. By clearly outlining these prerequisites, the clause ensures that all parties are aware of and comply with the necessary steps, thereby preventing misunderstandings and ensuring that the amendment only takes effect when all agreed-upon conditions are met.
Conditions to Effectiveness of Second Amendment. This Second Amendment shall be effective only when and if each of the following conditions is satisfied:
Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the “Second Amendment Effective Date”):
Conditions to Effectiveness of Second Amendment. This Second Amendment shall be effective upon the first date upon which the following conditions shall have been satisfied to your reasonable satisfaction:
(a) The Issuers shall have delivered to you executed copies of each of the following documents in form and substance satisfactory to you:
(i) a fully executed counterpart of this Second Amendment;
(ii) certified copies of (A) the resolutions of the Board of Directors of each of the Issuers approving this Second Amendment and the matters contemplated hereby and (B) all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Second Amendment and the other documents to be delivered hereunder;
(iii) a certificate of the Secretary or an Assistant Secretary of each of the Issuers certifying the names and true signatures of the officers of each Issuer authorized to sign this Second Amendment and the other documents to be delivered hereunder;
(iv) new, immediately exercisable, Warrants, dated the date hereof, representing the right to purchase at an Exercise Price of $2.03125 per share 800,000 shares of Common Stock, without par value, of the Holding Company substantially in the form of Exhibit 3(a)(iv) attached hereto in exchange for your surrender of the outstanding Warrants;
(v) an opinion, dated the date hereof, from Messrs. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Issuers, substantially in the form of Exhibit 3(a)(v) attached hereto; and
(vi) an executed counterpart of an amendment to the Fleet Bank Agreement, substantially in the form of Exhibit 3(a)(vi) attached hereto.
(b) The Issuers shall have paid in full all fees, expenses and disbursements incurred by you in connection with this Second Amendment, including, without limitation, the fees, expenses and disbursements of your special counsel.
Conditions to Effectiveness of Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company and the Purchaser, shall have been delivered to the Purchaser;
(b) the Purchaser shall have received a fee equal to $10,000;
(c) the Purchaser shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof;
(e) the Purchaser shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 2.1(a), 2.1(b) and 2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Purchaser; and
(f) executed counterparts of Credit Agreements, duly executed by the Company and the Banks, which Credit Agreements shall be in form and substance satisfactory to the Purchaser, shall have been delivered to the Purchaser. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the date (the "Effective Date") when Borrower shall satisfy all of the following conditions:
Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the date (the “Amendment No. 2 Effective Date”) when the Administrative Agent shall have determined that the following conditions precedent have been satisfied:
(a) The Administrative Agent shall have received a copy of (i) this Second Amendment, duly executed and delivered by the Borrower, the Administrative Agent, the Required Lenders, all of the Revolving Lenders and all of the Term A Lenders and (ii) a Consent and Reaffirmation, in the form attached hereto as Annex A duly executed and delivered by each Guarantor and the Borrower;
(b) All filings, recordations and searches necessary or desirable in connection with the Liens and security interests created pursuant to the Collateral Documents shall have been duly made; all filing and recording fees and taxes shall have been duly paid and any title insurance, requested by the Administrative Agent with respect to real property interests of the Borrower and its subsidiaries shall have been obtained.
(c) The Lenders shall have received satisfactory opinions of counsel to the Borrower and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the documents for the Senior Credit Facility) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the Lenders shall reasonably require;
(d) The Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 2 Effective Date signed by a Responsible Officer of the Borrower, certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Default exists; and
(e) All accrued fees and expenses of the Lead...
Conditions to Effectiveness of Second Amendment. This Amendment shall become effective on the first date (the “Second Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of IBM, the Subsidiary Borrowers and Lenders representing the Required Lenders.
Conditions to Effectiveness of Second Amendment. This Second Amendment shall be effective upon the satisfaction, in the Administrative Agent’s sole discretion, of the following conditions precedent:
(i) The Administrative Agent shall have executed, and shall have received from the Borrower and the Required Lenders duly executed signature pages to, this Second Amendment, and shall have received a duly executed acknowledgement of Section 5 of this Second Amendment from each Guarantor; and
(ii) the Administrative Agent shall have received such other documents as the Administrative Agent or its counsel may reasonably request.
Conditions to Effectiveness of Second Amendment. The effectiveness of this Second Amendment is subject to satisfaction of the following conditions:
(a) Debtor having delivered to Lenders a duly executed copy of this Second Amendment;
(b) Debtor having paid all attorneys' fees incurred by the Lenders in connection with the Agreement and the Second Amendment;
(c) Lenders having obtained a satisfactory appraisal and environmental report with respect to the Chicago Property, which appraisal supports a fair market value of the Chicago Property of not less than Ten Million Dollars ($10,000,000.00); and
(d) Debtor having delivered to Lenders the written acknowledgment of the current owner of the Chicago Property, with respect to the assignment of the Purchase Option in favor of the Lenders pursuant to Section 5(e) of the Agreement.
Conditions to Effectiveness of Second Amendment. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company and the Noteholders, shall have been delivered to the Noteholders;
(b) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(c) the representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof; (d) the Noteholders shall have received evidence, in form and substance reasonably satisfactory to the Noteholders and their special counsel, that the Stock Acquisition shall have been consummated. Receipt of all of the foregoing is acknowledged on the 19th day of November, 1996 and, accordingly, this Second Amendment shall be effective on and as of such date.