Prior to Effectiveness Sample Clauses

The "Prior to Effectiveness" clause defines the rights, obligations, or conditions that apply to the parties before a contract or agreement formally comes into effect. Typically, this clause outlines actions that must be completed, such as obtaining approvals, delivering documents, or fulfilling certain preconditions, before the agreement becomes binding. Its core practical function is to ensure that all necessary steps are taken and requirements are met before the contract is activated, thereby reducing the risk of disputes or misunderstandings about when obligations begin.
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Prior to Effectiveness. With respect to any Shelf Registration Statement filed, or to be filed, pursuant to this Section 5.4, if (A) (x) the Company determines in good faith that such registration would cause the Company to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing or effectiveness of such registration statement and (iii) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company and any of its Subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of such Shelf Registration Statement at such time, and (y) the Company promptly furnishes to the Registration Party and any other Persons participating in such registration a certificate signed by the chief executive officer of the Company to that effect, or (B) prior to receiving the request to file the Shelf Registration Statement, the Board of Directors had determined to effect a registered underwritten offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including but not limited to selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, then the Company shall have the right to defer such filing or effectiveness for the period necessary, as determined by the Board of Directors of the Company in good faith, in the case of a deferral pursuant to clause (A) above, or until the proposed registration for the Company’s account is completed or abandoned, in the case of a deferral pursuant to clause (B) above, provided, that such deferral, together with any other deferral or suspension of its obligations under Section 5.2 or Section 5.4, shall not be effected for a period of more than one hundred twenty (120) days, in the aggregate, for all such deferrals or suspensions over any twelve-month period. The Company shall promptly notify the Selling Holders of the expiration of any period during which it exercised its rights under this Section 5.4(b)(i). The Company agrees that, in the event it exercises its rights under this Section 5.4(b)(i), it shall, as prom...
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Related to Prior to Effectiveness

  • Condition to Effectiveness As a condition to the effectiveness of this Amendment, an Opinion of Counsel satisfying the requirements of Section 12.01 of the Agreement has been received by the Parties hereto.

  • Term and Effectiveness This Agreement shall become effective as of the first date written above. Once effective, this Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive one-year periods; provided that such continuance is specifically approved at least annually by: (i) the vote of the Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors, in accordance with the requirements of the 1940 Act.

  • Conditions to Effectiveness The effectiveness of this Amendment is subject only to the satisfaction (or waiver by each First Amendment Term Lender) of the following conditions precedent (the date on which such conditions have been satisfied (or waived by each First Amendment Term Lender) the “First Amendment Effective Date”): The Incremental Arranger shall have received executed counterparts of (A) this Amendment from the Borrower and each First Amendment Term Lender, (B) that certain Second Lien Guarantor Consent and Reaffirmation dated as of the date hereof, made by each Guarantor in favor of the Administrative Agent and the Collateral Agent, and (C) that certain fee letter dated the date hereof, by and among the Borrower, each First Amendment Term Lender and the Incremental Arranger (the “First Amendment Fee Letter”), from the Borrower and each First Amendment Term Lender. The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Second Lien Credit Agreement or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 5(b), the representations and warranties contained in Sections 5.05(a) and (b) of the Second Lien Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b) of the Second Lien Credit Agreement, respectively, prior to the date hereof and the representations and warranties in Sections 5.12, 5.14 and 5.17 of the Second Lien Credit Agreement shall be made by reference to the date hereof. The Offeror shall make each of the Major Representations in respect of itself and such Major Representations shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof. No Event of Default shall have occurred and be continuing as of the date hereof.

  • Notice of Effectiveness Within two (2) Business Days after the Registration Statement which includes the Registrable Securities is ordered effective by the Commission, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are included in such Registration Statement) confirmation that the Registration Statement has been declared effective by the Commission in the form attached hereto as Exhibit B.

  • Counterparts; Effectiveness This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.