Effectiveness; Amendments Sample Clauses

Effectiveness; Amendments. The Company will use its reasonable best efforts to cause to be declared effective as soon as possible after filing and, except as set forth below, to remain effective under the Securities Act, the Registration Statement and will prepare and file with the SEC any amendments or post-effective amendments as may be necessary to keep the Registration Statement effective under the Securities Act. The Company will promptly notify the Purchaser in writing of the date on which the Registration Statement is declared effective. Notwithstanding the foregoing, (i) the Company shall not be required to keep the Registration Statement effective for purposes of the sale of Registrable Stock thereunder at any time after the earlier of (A) the date on which all shares of Registrable Stock have been sold or are no longer outstanding, and (B) the date which is two years (plus any time for delays arising from events described in clause (ii) below or Section 3(g) ) following the acquisition from the Company of the Registrable Stock, or such earlier date as of which the Purchaser shall be able to make use of the safe-harbor provisions of Rule 144(k) under the Act (or any successor rule) with respect to sales of Registrable Stock, and (ii) the Company shall not be obligated to keep the Registration Statement or the prospectus included therein (the "Prospectus") current during any period (A) of up to 60 days per calendar year if the Company's chief executive officer advises the Purchaser that he has determined in good faith that valid business reasons concerning a potential corporate transaction make doing so inadvisable, or (B) when financial statements do not satisfy the requirements of the last sentence of paragraph (b) of Rule 3-12 of Regulation S-X (or any successor rule) to the extent, and only to the extent, that the SEC interprets such sentence as being applicable to the continued effectiveness of the Registration Statement.

Effectiveness; Amendments. This Agreement shall not become effective and binding on the parties hereto unless and until counterpart signature pages to this Agreement have been executed and delivered by the Company, and by Consenting Holders that hold in the aggregate at least sixty seven (67%) of the aggregate of issued and outstanding Notes that constitute Subject Claims (excluding the claims of "insider holders" as defined on the signature pages hereto). Once effective, this Agreement may not be modified, amended or supplemented except in writing signed by the Company, and by Consenting Holders holding not less than sixty seven percent (67%) of the aggregate of Notes that constitute Subject Claims (excluding the claims of "insider holders" as defined on the signature pages hereto).

Effectiveness; Amendments. This Release Agreement shall be effective against and in favor of each Party hereto upon the occurrence of the Effective Date. Once effective, this Release Agreement may not be modified, amended, or supplemented without the prior written consent of all affected Parties.

Effectiveness; Amendments. This Agreement shall become effective and binding upon each of the Parties that have executed and delivered counterpart signature pages hereto. Once effective, this Agreement may not be modified, amended, supplemented or otherwise altered (except as expressly provided herein), and no term or condition may be waived, except in a writing signed by Callon and the Tendering Noteholders.

Effectiveness; Amendments. This Amendment shall become effective as of the date first above written when the Administrative Agent shall have received counterparts of this Amendment (including via facsimile or electronic transmission (including Adobe pdf copy)) that, when taken together, bear the signatures of the Borrower, the Incremental Lenders set forth on Schedule 1 hereto and the Required Lenders. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the Administrative Agent and each Lender party hereto.

Effectiveness; Amendments. This Agreement shall not become effective and binding upon any of the Parties until all Parties have delivered counterpart signatures hereto. This Agreement cannot be amended, except by a writing executed by all Parties.

Effectiveness; Amendments. This Amendment shall become effective as of the date first above written when the Administrative Agent shall have received counterparts of this Amendment (including via telecopy or electronic (including Adobe pdf copy) transmission of a signed signature page of this Amendment) that, when taken together, bear the signatures of Holdings, the Borrowers, the Administrative Agent and the Incremental Lenders. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the US Borrower, the Administrative Agent, each Incremental Lender and any other party the consent of which would be required by the Credit Agreement.

Effectiveness; Amendments. The Company shall use its reasonable best efforts (including responding to SEC comments within 10 business days after receipt of such comments) to file and cause to be declared effective within the earlier of 90 days after the Closing Date or five business days after receiving a no-review status from the SEC (the "Effective Date") and, except as set forth below, to remain effective under the Securities Act, the Registration Statement and will prepare and file with the SEC any amendments or post-effective amendments as may be necessary to keep the Registration Statement effective under the Securities Act. The Company will promptly notify the Purchasers in writing of the date on which the Registration Statement is declared effective. Notwithstanding the foregoing, (i) the Company shall not be required to keep the Registration Statement effective for purposes of the sale of Registrable Stock thereunder at any time after the earlier of (A) the date on which all shares of Registrable Stock have been sold or are no longer outstanding, and (B) the date which is two years following the acquisition from the Company of the Registrable Stock, or such earlier date as of which the Purchasers shall be able to make use of the safe-harbor provisions of Rule 144(k) under the Securities Act (or any successor rule) with respect to sales of Registrable Stock. If the Registration Statement has not been declared effective by the SEC on or prior to the Effective Date or if after the Effective Date, a Blackout Event (as defined in (paragraph (e) below)) has occurred and continues for more than thirty (30) days in the aggregate during any twelve (12) month period (such event, a "Registration Default"), the Company shall pay liquidated damages ("Liquidated Damages") to each holder of Registrable Securities equal to 1.5% of the aggregate dollar amount originally invested by such holder as listed on the signature page to the Subscription Agreement of such holder for each thirty (30) day period or portion thereof that the Registration Default continues. The Company shall not be responsible for any Liquidated Damages to any holder other than the original investors that executed Subscription Agreements. Following the cure of all Registration Defaults relating to any particular Registrable Security, the accrual of Liquidated Damages with respect to such Registration Default will cease.

Effectiveness; Amendments. This Agreement may not be modified, amended or supplemented (except as expressly provided herein or therein) except in writing signed by the Company and each of the Consenting Holders.