Condition Precedent to Effectiveness of this Amendment. This Amendment shall become effective as of the Amendment Date, and the amendments set forth in Section 2 and Section 3 hereof shall be deemed to be effective as of September 28, 2007 (the “Effective Date”), upon the receipt by Agent of each of the following, in each case in form and substance satisfactory to Agent and Lenders:
(a) one or more counterparts of this Amendment duly executed and delivered by the Borrower, Agent and Lenders; and
(b) one or more counterparts of the attached Confirmation duly executed and delivered by Wasabi.
Condition Precedent to Effectiveness of this Amendment. This Amendment shall become effective as of July 18, 1997 if, and only if, the Administrative Agent shall have received on or before September 26, 1997, an original copy of this Amendment executed by RHI and the sole Senior Lender.
Condition Precedent to Effectiveness of this Amendment. In addition to all of the other conditions and agreements set forth herein, the effectiveness of this Amendment is subject to the following condition precedent:
Condition Precedent to Effectiveness of this Amendment. This Amendment shall become effective as of the date (the “Effective Date”) upon which Agent shall notify Borrower in writing that Agent has received one or more counterparts of this Amendment duly executed and delivered by Borrower, Agent and the Lenders, in form and substance satisfactory to Agent and the Lenders.
Condition Precedent to Effectiveness of this Amendment. This Amendment shall not be effective unless and until the Closing, as defined in the Merger Agreement, has occurred. In the event the Merger Agreement is terminated for any reason without a Closing occurring, then this Amendment shall be void and of no effect.
Condition Precedent to Effectiveness of this Amendment. The effectiveness of this Amendment, including the consent provided in Section 1, the waiver provided in Section 2 and the amendments provided in Section 3, are subject to the satisfaction of each of the following conditions precedent:
(a) Lender shall have received this Amendment duly executed and delivered, in one or more counterparts, by Borrowers and consented to in writing by the Guarantors;
(b) Lender shall have received true, correct and complete copies of (i) the fully-executed Purchase Agreement, the Subordinated Notes, the Certificate of Designation and the Subsidiary Guarantee and such documents shall be in substantially the same form as the forms of such documents attached hereto as Exhibit A, Exhibit B, Exhibit C and Exhibit D, respectively, (ii) all annexes, exhibits, agreements and schedules relating thereto, in each case in form and substance satisfactory to Lender;
(c) Lender shall have received evidence satisfactory to Lender that the amendment to Parent's articles of incorporation required by the Certificate of Designation has been duly authorized by the Board of Directors and the shareholders of Parent and is effective, valid and enforceable under Delaware law;
(d) Lender shall have received evidence satisfactory to it that except for the granting of Lender's consent as provided in Section 1 of this Amendment, all of the conditions to closing set forth in Section 4 of the Purchase Agreement shall have been fully satisfied or waived by the requisite purchasers thereunder,
(e) Lender shall have received evidence satisfactory to it that the Borrowers have obtained all required consents and approvals of all Persons, including requisite Governmental Authorities, to the execution, delivery and performance of the Subordinated Debt Documents and the Certificate of Designation and all other certificates, documents and agreements executed in connection therewith or related thereto;
(f) Lender shall have received a sources and uses statement, in form and substance satisfactory to Lender and certified by the Chief Financial Officer of Parent as true, correct and complete ("SOURCES AND USES STATEMENT") (i) showing sources and uses of all monies in connection with the Transactions and (ii) demonstrating that the proceeds received by Parent from the Purchase Transaction will be applied by Parent as provided in Section 1(v) of this Amendment and (iii) stating (A) current accounts payable owing to Motorola after giving effect to the Transactions, (B) cu...
Condition Precedent to Effectiveness of this Amendment. This Amendment shall become effective as of the Amendment Date, and the waiver set forth in Section 2 and the amendments set forth in Section 3 hereof shall be deemed to be effective as of the Amendment Date (the “Effective Date”), upon the satisfaction in full of each of the following conditions precedent:
(a) receipt by the Agent of one or more counterparts of this Amendment duly executed and delivered by the Borrower, Agent and Lenders, in form and substance satisfactory to Agent and Lenders;
(b) receipt by the Agent of payment by the Borrower of the Pay Down Amount in immediately available funds; and
(c) evidence satisfactory to Agent that Borrower has received net cash proceeds of at least $15,000,000 from an issuance of equity in form and substance, and subject to documentation, satisfactory to Agent.
Condition Precedent to Effectiveness of this Amendment. This Amendment shall become effective as of the Amendment Date, and the amendments set forth in Section 2 hereof shall be deemed to be effective as of the Amendment Date (the “Effective Date”), upon the satisfaction in full of each of the following conditions precedent:
(a) receipt by the Agent of one or more counterparts of this Amendment duly executed and delivered by the Borrower, Agent and Lenders, in form and substance satisfactory to Agent and Lenders;
(b) receipt by the Agent of payment by the Borrower of the Amendment Fee (defined below) in immediately available funds; and
(c) receipt by Agent of such certificates, documents and other information necessary or required by Agent and Lenders to satisfy the conditions set forth in Sections 4.2(a) and 4.2(b) of the Loan Agreement, including, without limitation, the following documents:
(i) an officer’s certificate in form and substance satisfactory to Agent;
(ii) a secretary’s certificate, in form and substance satisfactory to Agent;
(iii) an updated Perfection Certificate, in form and substance satisfactory to Agent; and
(iv) a disbursement instruction letter, in form and substance satisfactory to Agent.
Condition Precedent to Effectiveness of this Amendment. This Amendment shall become effective as of the date (the “Amendment Effective Date”) upon which Agent shall notify Borrower in writing that each of the following conditions have been satisfied in a manner, and in form and substance, satisfactory to Agent:
(a) Agent shall have received one or more counterparts of this Amendment duly executed and delivered by Borrower, Agent and Lenders;
(b) Agent shall have received an amendment fee in an amount equal to $67,500 for the benefit of the Lenders in accordance with their respective Pro Rata Shares which amendment fee shall be fully earned and nonrefundable when paid; and
(c) Agent shall have received such other agreements, assurances, certificates, documents, consents or opinions as Agent may require.
Condition Precedent to Effectiveness of this Amendment. The effectiveness of this Amendment, including the consent provided in Section 1 and the amendments provided in Section 2, are subject to the satisfaction of each of the following conditions precedent:
(a) Lender shall have received this Amendment duly executed and delivered, in one or more counterparts, by Borrowers;
(b) Lender shall have received true, correct and complete copies of (i) the fully-executed Purchase Agreement, the Subordinated Notes, the Certificate of Designation and the Subsidiary Guarantee and such documents shall be in substantially the same form as the forms of such documents attached hereto as Exhibit A, Exhibit B, Exhibit C and Exhibit D, respectively, (ii) all annexes, exhibits, agreements and schedules relating thereto, in each case in form and substance satisfactory to Lender;
(c) Lender shall have received evidence satisfactory to it that except for the granting of Lender's consent as provided in Section 1 of this Amendment, all of the conditions to closing set forth in Section 4 of the Purchase Agreement shall have been fully satisfied or waived by the requisite purchasers thereunder;
(d) Lender shall have received a sources and uses statement, in form and substance satisfactory to Lender and certified by the Chief Financial Officer of Corporate Guarantor as true, correct and complete (i) showing sources and uses of all monies in connection with the Transactions;
(e) Lender shall have received a fully executed Consent and Reaffirmation, substantially in the form of Exhibit E hereto;
(f) Lender and its U.S. legal counsel, Sxxxxx & Bxxxx, LLF, shall have received payment from Borrowers of all outstanding fees, costs and expenses as required pursuant to Section 2 and Section 8 of this Amendment; and
(g) Lender shall have received such other documents, certificates, instruments and information as Lender may reasonably request.
