Effective Date Transactions Sample Clauses
The 'Effective Date Transactions' clause defines which transactions or actions are considered to have occurred as of the effective date of an agreement. Typically, this clause clarifies that certain rights, obligations, or transfers—such as the sale of assets, assumption of liabilities, or commencement of services—are deemed to take effect from the effective date, even if the agreement is signed later. By specifying this, the clause ensures that both parties have a clear understanding of when their responsibilities and benefits begin, thereby preventing disputes about timing and ensuring smooth implementation of the contract's terms.
Effective Date Transactions. (a) With effect from and including the Effective Date, each Increasing Revolving Lender acknowledges that its Revolving Credit Commitment is increased by the amount of the Additional Revolving Facility Commitments set forth under such Increasing Revolving Lender’s name on the signature pages to this Agreement and after giving effect to this Amendment, the aggregate Revolving Credit Commitment of such Increasing Revolving Lender shall be as set forth on Schedule I hereto for such Increasing Revolving Lender under the caption “Revolving Credit Commitment”. With effect from and including the Effective Date, the Additional Revolving Facility Commitment of any Increasing Revolving Lender shall constitute a “Revolving Credit Commitment” for all purposes of the Amended Credit Agreement and the other Loan Documents and any Loans advanced by such Increasing Revolving Lender as part of its Additional Revolving Facility Commitment shall constitute “Revolving Loans” for all purposes of the Amended Credit Agreement and the other Loan Documents.
(b) Not later than 1 p.m. on the Effective Date, each Increasing Revolving Lender shall make a Revolving Loan in the amount contemplated below and the Borrower shall apply the proceeds of such Revolving Loan to the prepayment of the outstanding Revolving Loans of the Revolving Lenders (other than the Increasing Revolving Lenders) such that after giving effect to such prepayment, the percentage of the outstanding Revolving Loans (including the Revolving Loans advanced pursuant to this Section 2(b)) held by each Revolving Lender (including the Increasing Revolving Lenders) shall equal the percentage of the Aggregate Revolving Credit Commitments (after giving effect to the Additional Revolving Facility Commitments) represented by such Revolving Lender’s Revolving Credit Commitment (after giving effect to the Additional Revolving Facility Commitments, if applicable). Each Revolving Loan extended by an Increasing Revolving Lender pursuant to this Section 2(b) shall be made available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office and shall have an Interest Period matching the Interest Period of the applicable prepaid Revolving Loan. In connection with the prepayment contemplated by this Section 2(b), the Borrower shall pay to each Revolving Lender (other than the Increasing Revolving Lenders) all accrued interest in respect of the Revolving Loans being prepaid to such Revolving Lender a...
Effective Date Transactions. Commencing at the Effective Time, the following events or transactions shall occur, and be deemed to have occurred and be taken and effected, in the following order, without any further act or formality required on the part of any Person, except as may be expressly provided herein, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:
(a) each Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been assigned and transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 5 hereof, and: (i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares, other than the right to be paid fair value for such Shares, as set out in Article 5 of this Plan of Arrangement; (ii) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares, free and clear of all Liens, and shall be entered in the registers of the Shares maintained by or on behalf of the Corporation;
(b) each Warrant held by (b) a Dissenting Warrant Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been assigned and transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 5 hereof, and: (i) such Dissenting Warrant Holders shall cease to be the holders of such Warrants and to have any rights as holders of such Warrants, other than the right to be paid fair value for such Warrants, as set out in Article 5 of this Plan of Arrangement; (ii) such Dissenting Warrant Holders’ names shall be removed as the holders of such Warrants from the registers of Warrants maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Warrants, free and clear of all Liens, and shall be entered in the registers of the Warrants maintained by or on behalf of the Corporation;
(c) each Share outstanding immediately prior to the Effective Time, other than Shares held by the Purchaser and its Subsidiaries or held by...
Effective Date Transactions. On the Effective Date, immediately preceding the effectiveness of the amendment and restatement provided for in Section 4, each of the parties hereto irrevocably agrees that each of the following shall occur without any additional conditions or actions of any party hereto:
(a) Each Daylight Lender shall extend credit to GEBV and GEBV shall borrow one or more Daylight Loans denominated in (i) Euros in an aggregate principal amount equal to such Lender’s Euro Daylight Commitment and/or (ii) U.S. Dollars in an aggregate principal amount equal to such Lender’s U.S. Dollar Daylight Commitment. The proceeds of such Daylight Loans shall be payable to JPMCB, which shall pay such proceeds to the accounts set forth on Schedule 1, as applicable. The provisions of Section 2.06 of the Restated Credit Agreement shall apply to the making of Daylight Loans on the same basis as Borrowings. GEBV irrevocably directs the Administrative Agent to deliver all the proceeds of the borrowings under the foregoing clause to JPMCB, and hereby irrevocably directs JPMCB to apply such proceeds to prepay in full all the outstanding principal of any Revolving Loans (as defined in the Existing Credit Agreement) that remain outstanding at such time, if any, together with all accrued and unpaid interest thereon and any accrued and unpaid commitment fees with respect to the Commitments (as defined in the Existing Credit Agreement).
(b) Immediately following the transactions provided for in paragraph (a) above, all Lenders under the Existing Credit Agreement shall transfer their Commitments (as such term is defined in the Existing Credit Agreement) to JPMCB (which shall assume such commitments) pursuant to the Master Assignment and Acceptance to be executed in the form attached hereto as Exhibit A. [[5884640]]
Effective Date Transactions. The Effective Date Transactions shall have been, or shall substantially concurrently with the effectiveness of this Agreement be, consummated.
Effective Date Transactions. Commencing at the Arrangement Effective Time on the Effective Date, the following transactions shall occur and shall be deemed to occur at the times and in the order set out below without any further authorization, act or formality required on the part of any Person, except as otherwise expressly provided herein:
(a) SPAC shall amalgamate with NewCo (the “SPAC Amalgamation”) to form one corporate entity (“New SPAC”) with the same effect as if they had amalgamated under section 181 of the ABCA, except that the separate legal existence of NewCo shall not cease and NewCo shall survive the SPAC Amalgamation as New SPAC notwithstanding the issue by the Registrar of a certificate of amalgamation and the assignment of a new corporate access number to New SPAC (and for the avoidance of doubt, the SPAC Amalgamation is intended to qualify as an amalgamation as defined in subsection 87(1) of the Tax Act, be governed by subsections 87(1), 87(2), 87(4) and 87(5) of the Tax Act, as applicable, and qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code), and upon the SPAC Amalgamation becoming effective:
(i) without limiting the generality of the foregoing, NewCo shall survive the SPAC Amalgamation as New SPAC;
(ii) the properties, rights and interests of NewCo shall continue to be the properties, rights and interests of New SPAC provided that the SPAC Amalgamation shall not constitute an assignment by operation of law, a transfer or any other disposition of the properties, rights or interests of NewCo to New SPAC;
(iii) the separate legal existence of SPAC shall cease without SPAC being liquidated or wound up, and the property, rights and interests of SPAC shall become the property, rights and interests of New SPAC provided that the SPAC Amalgamation shall not constitute an assignment by operation of law, a transfer or any other disposition of the properties, rights or interests of SPAC to New SPAC;
(iv) New SPAC shall continue to be liable for the obligations of each of SPAC and NewCo;
(v) any existing cause of action, claim or liability to prosecution is unaffected by the SPAC Amalgamation;
(vi) a civil, criminal or administrative action or proceeding pending by or against either NewCo or SPAC prior to the SPAC Amalgamation may be continued to be prosecuted by or against New SPAC;
(vii) a conviction against, or a ruling, order or judgment in favour of or against, either NewCo or SPAC may be enforced by or against New SPAC;
(viii) the name...
Effective Date Transactions. As of the Effective Date, (a) the 10,592,540 Series A Convertible Preferred Units and the 409,024 Class A Common Units (as designated as such pursuant to the Original Agreement) acquired by the Initial MSI Member from ArcLight pursuant to the ArcLight UPA are hereby converted for all purposes into 11,001,564 Class A Common Units, all of which are hereby designated as Series A-2 Units, and the Initial MSI Member is the sole Series A-2 Member as of the Effective Date, (b) the 15,895,577 Class A Common Units (as designated as such pursuant to the Original Agreement) held by MHR and the Minority Owners are hereby converted for all purposes into 15,895,577 Class A Common Units, all of which are hereby designated as Series A-1 Units, and MHR and the other Persons identified on Schedule I hereto as Series A-1 Members are the sole Series A-1 Members as of the Effective Date and (c) the 894,102 Class B Common Units (as designated as such pursuant to the Original Agreement) held by the Persons identified on Schedule I hereto as Class B Members are hereby converted for all purposes into 894,102 Class B Common Units, and the Persons identified on Schedule I hereto as Class B Members are the sole Class B Members as of the Effective Date (collectively, the “Effective Date Transactions”).(2)
Effective Date Transactions. Each of the Exchange, Repurchase and Effective Date Preferred Stock Issuance shall have occurred on terms and pursuant to documentation reasonably satisfactory to the Syndication Agent and the Administrative Agent. The Exchange and the Repurchase shall together involve holders of an aggregate amount in excess of 50% of the aggregate principal amount of the Holdings Senior Notes. The Holdings Term Loans shall have been borrowed in full.
Effective Date Transactions. Commencing at the Effective Time, the following events or transactions will occur, or be deemed to have occurred and be taken and effected, in the following order in five minute increments (unless otherwise indicated) and at the times set out in this Section 5.3 (or in such other manner or order or at such other time or times as the Applicants, the Initial Consenting Noteholders and the Majority Commitment Parties may agree, each acting reasonably), without any further act or formality required on the part of any Person, except as may be expressly provided herein:
(a) Calfrac shall cause the Warrants to be issued and distributed to the Existing Shareholders, and each Existing Shareholder shall receive, for each Existing Share held immediately prior to the Effective Time, two (2)
Effective Date Transactions. With effect from and including the Amendment No. 5 Effective Date, each 2021 Incremental Term Lender shall become party to the Amended Credit Agreement as a “Lender” and a “2021 Incremental Term Lender” and shall lend Incremental Term Loans in the amount equal to its respective 2021 Incremental Term Loan Commitment, which amount shall be set forth on Schedule 1-A, and shall have all of the rights and obligations of a “Lender”, a “Term Lender”, and a “2021 Incremental Term Lender” under the Amended Credit Agreement and the other Loan Documents.
Effective Date Transactions. (a) On the First Amendment Effective Date, (i) immediately prior to the effectiveness of the Amendments, the Repaid Loan Amount (as defined below) shall be deemed to have been repaid by the Borrowers (the “Effective Date Deemed Repayment”), and (ii) immediately following the effectiveness of the Amendments, the Lead Borrower shall be deemed to have made a new Borrowing of FILO Committed Loans (as defined in the Amended Credit Agreement) in an aggregate principal amount equal to the Repaid Loan Amount of the Type(s), and for the Interest Period(s), specified in a Committed Loan Notice delivered by the Lead Borrower on or prior to such date (steps (i) and (ii), collectively, the “Effective Date Transactions”). The “Repaid Loan Amount” shall mean an aggregate principal amount of Loans equal to the lesser of (i) the aggregate principal amount of Loans outstanding immediately prior to the effectiveness of the Amendments and (ii) the FILO Loan Cap (as defined in the Amended Credit Agreement).