Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”):
(a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party;
(b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party;
(c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party;
(d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and
(e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Cla...
Agreement Effective Date. This Agreement shall be effective on, the first day of my employment, consultancy, and/or tenure as an independent contractor with the Company and shall continue in effect throughout my employment, consultancy, and/or tenure as an independent contractor (the “Agreement Period”). As an inducement to and in consideration of my acceptance and/or continuation of employment, consultancy, and/or tenure as an independent contractor with the Company, and the Company’s compensating me for services and extending to me certain other benefits of a compensatory nature, but without any obligation on the Company’s part to continue such employment, compensation or benefits for any specified period whatsoever, I agree to protect, safeguard and maintain the integrity and confidentiality of the Company’s valuable assets and legitimate business interests in accordance with the terms and conditions set forth in this Agreement.
Agreement Effective Date. The effective date of this Agreement established pursuant to Section 7.01 of this Agreement.
Agreement Effective Date. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, during the period (the "Employment Period") beginning on the earlier of the Effective Time of the Merger (as defined in the Merger Agreement) or the occurrence of a Change in Control (as defined below) (the date of the earlier of such events, the "Agreement Effective Date") and ending on the later of the third anniversary of the Agreement Effective Date or January 1, 2006; provided, that if the Merger Agreement is terminated as a result of a Change in Control occurring before the Effective Time of the Merger, the Employment Period shall not begin unless and until the Executive expressly reaffirms by written notice to the Company the waiver of vesting of the Deferred Options set forth in Section 1(b) below; and provided further that if the Merger Agreement is terminated as a result of a Change in Control occurring before the Effective Time of the Merger, this Agreement shall immediately be null and void ab initio and of no further effect unless the Executive expressly reaffirms the waiver of vesting of the Deferred Options within ten business days after (i) in the case of a Change of Control as described in Section 1(c)(iii) below, the date the Company publicly announces that it has entered into a definitive agreement pursuant to which the Change of Control will occur, and (ii) in the case of any other Change of Control, the date of such Change of Control.
Agreement Effective Date. This Agreement shall become effective and binding upon each of the Parties upon the execution and delivery of counterpart signature pages (such date, the “Agreement Effective Date”).
Agreement Effective Date. This Agreement shall become effective on the date on which Agent (or its counsel) shall have received a counterpart signature page of this Agreement duly executed by each Loan Party and each Lender. For the avoidance of doubt, the Agreement Effective Date is the date first written above.
Agreement Effective Date. This Agreement shall become effective and binding upon each of the Parties at 12:01 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:
(a) the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties specified in Section 14.11;
(b) the following shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties specified in Section 14.11:
(i) the Consenting Term Loan Lender; provided, that such signature page shall be (a) treated in accordance with Section 14.22 and (b) delivered to other Consenting Lenders in a redacted form that removes the details of the Consenting Lender’s holdings of Term Loan Claims; and
(ii) holders of at least 67% of the aggregate outstanding principal amount of the Secured Notes Claims; provided, that such signature pages shall be (a) treated in accordance with Section 14.22 and (b) delivered to other Consenting Lenders in a redacted form that removes the details of such holder’s holdings of Secured Notes Claims;
(c) counsel to the Company Parties shall have given written notice to counsel to the Required Consenting Lenders in the manner set forth in Section 14.11 hereof (with e-mail being sufficient) that the other conditions to the Agreement Effective Date set forth in this Section 2 have occurred; and
(d) the Company Parties shall have paid in full the Restructuring Fees and Expenses for which an invoice has been received by the Company Parties on or before two (2) Business Days prior to the Agreement Effective Date. This Agreement shall be effective from the Agreement Effective Date until validly terminated pursuant to the terms set forth in Section 12. To the extent that a signatory to this Agreement holds, as of the date hereof or thereafter, multiple Company Claims/Interests, such Party shall be deemed to have executed this Agreement in its capacity as a holder of all such Company Claims/Interests, and this Agreement shall apply severally to such Party with respect to each such Company Claim/Interest held by such Party.
Agreement Effective Date. November 1, 2011. The commencement dates for specific plans are shown below.
Agreement Effective Date. This Agreement shall be effective and binding with respect to each of the Parties on the date on which (i) SAE and Management shall have executed and delivered counterpart signature pages of this Agreement to counsel for the Supporting Holders and (ii) Supporting Holders representing not less than 66% of the aggregate principal amount of Existing Notes outstanding shall have executed and delivered counterpart signature pages of this Agreement to counsel for SAE (such date, the “RSA Effective Date”). After the RSA Effective Date, the terms and conditions of the Restructuring Transactions, the terms and conditions of the Definitive Documents (defined below) set forth in Exhibits to this Agreement, and this Agreement may only be amended, modified, waived, or otherwise supplemented as set forth in Section 7 herein.
Agreement Effective Date. The Agreement Effective Date is the date the agreement between Anthem and the group becomes effective. This date and any other date in this agreement begins at 12:01 a.m.
