Prior to effectiveness of the Exchange Clause Samples

The "Prior to effectiveness of the Exchange" clause defines the rights, obligations, or conditions that apply to the parties before a specified exchange transaction becomes legally effective. In practice, this clause may outline actions that must be completed, information that must be provided, or restrictions on certain activities until the exchange is formally in effect. Its core function is to clearly delineate the period and requirements leading up to the exchange, ensuring that both parties understand their responsibilities and any limitations before the transaction is finalized.
Prior to effectiveness of the Exchange. Offer Registration Statement, the Issuer shall provide a supplemental letter to the Commission (A) stating that the Issuer is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morg▇▇ ▇▇▇n▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuer has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Issuer's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer.
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Prior to effectiveness of the Exchange. Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the New Preferred Stock or the New Exchange Notes, as applicable, to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the New Preferred Stock or the New Exchange Notes, as applicable, in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Preferred Stock or the New Exchange Notes, as applicable, received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.
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Prior to effectiveness of the Exchange. Offer Registration Statement, the Registrants shall provide a supplemental letter to the Commission (A) stating that the Company, the Guarantors and the Trust are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ---------------------------------- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any ---------------------------- no-action letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company, the Guarantors nor the Trust has entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of the Registrants' information and belief, each Holder participating in the Exchange Offer is acquiring the New Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities received in the Exchange Offer.
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Prior to effectiveness of the Exchange. Offer Registration Statement, Holdings and Anvil shall provide, if requested by the Commission, a supplemental letter to the Commission (A) stating that Holdings and Anvil are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that Holdings and Anvil have not entered into any arrangement or understanding with any Person to distribute the Series B Senior Notes (and the related Holdings Guarantee) to be received in the Exchange Offer and that, to the best of Holdings' and Anvil's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Senior Notes (and the related Holdings Guarantee) in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Senior Notes (and the related Holdings Guarantee) received in the Exchange Offer.
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Prior to effectiveness of the Exchange. Offer Registration Statement, the Registrants shall provide a supplemental letter to the Commission (A) stating that the Registrants are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) an▇, ▇▇ a▇▇▇▇▇▇▇le, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Registrants have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of the Registrants' information and belief, each Holder participating in the Exchange Offer is acquiring the New Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities received in the Exchange Offer.
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Prior to effectiveness of the Exchange. Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that neither of the Issuers has entered into any arrangement or understanding with any Person to distribute the Series D Senior Subordinated Notes to be received in the Exchange Offer and that, to the best of the Issuers' information and belief, each Holder participating in the Exchange Offer is acquiring the Series D Senior Subordinated Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series D Senior Subordinated Notes received in the Exchange Offer.
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Prior to effectiveness of the Exchange. Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND CO. INC. (available June 5, 1991) and (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Registered Exchange Offer.
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Prior to effectiveness of the Exchange. Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that neither of the Issuers has entered into any arrangement or understanding with any Person to distribute the Series D Senior Subordinated Notes to be received in the Exchange Offer and that, to the best of the Issuers' information and belief, each Holder participating in the Exchange Offer is acquiring the Series D Senior Subordinated Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series D Senior Subordinated Notes received in the Exchange Offer.
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Related to Prior to effectiveness of the Exchange

  • Effectiveness of the Agreement This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party.

  • Conditions to Effectiveness of Increase As a condition precedent to such Increase, (i) the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Closing Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Increase and (y) in the case of the Company, certifying that, before and after giving effect to such Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that to the extent that any representation or warranty is qualified as to “materiality”, “Material Adverse Effect” or similar language, such representation or warranty shall be true and correct in all respects (but, for the avoidance of doubt, subject to any qualification contained therein as to “materiality”, “Material Adverse Effect” or similar language)) on and as of the Increase Closing 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 (provided, that to the extent that any representation or warranty is qualified as to “materiality”, “Material Adverse Effect” or similar language, such representation or warranty shall be true and correct in all respects (but, for the avoidance of doubt, subject to any qualification contained therein as to “materiality”, “Material Adverse Effect” or similar language)) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.11, and (B) no Default or Event of Default exists, (ii)(A) upon the reasonable request of any Lender participating in such Increase made at least ten days prior to the Increase Closing Date, the Loan Parties shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Increase Closing Date and (B) at least three days prior to the Increase Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender participating in such Increase that so requests, a Beneficial Ownership Certification with respect to such Loan Party and (iii) to the extent that such Increase shall take the form of a new revolving loan or term loan tranche, this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent, the Company and the lenders in respect of such revolving loan or term loan tranche, as applicable, to include such terms as are customary for a new revolving loan or term loan commitment, as applicable; provided that (I) the terms and conditions applicable to a new revolving loan or term loan tranche may be materially different from those of the Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (II) the interest rates, maturity and amortization schedule applicable to such revolving loans or term loan shall be determined by the Company and the Lenders holding commitments in such revolving loan or term loan tranche, as applicable.

  • Conditions to Effectiveness of Amendment This Amendment shall become effective upon the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion.

  • Effectiveness of Covenants (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

  • Conditions to Effectiveness of this Agreement (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection thereto.