Conditions Precedent; Effectiveness. (a) Subject to paragraph (b) of this Section, the effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
(i) the Administrative Agent shall have executed a counterpart of this Amendment and shall have received (A) a counterpart of this Amendment executed on behalf of the Borrower and (B) properly completed Consents that, when taken together, bear the signatures of Existing Lenders representing the Required Lenders;
(ii) the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf of the Borrower by a Financial Officer, confirming compliance with the representations set forth in Section 5 hereof; and
(iii) the Administrative Agent shall have received the Amendment Fees and all other fees and other amounts due and payable to it on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
(b) The effectiveness of the Pricing Amendment is further subject to the satisfaction of the following additional conditions precedent:
(i) the Administrative Agent shall have received (A) properly completed Pricing Amendment Consents that, when taken together, bear the signatures of all the Existing Term/Tranche A LC Lenders (other than any Replaced Lenders) and (B) a counterpart of this Amendment signed on behalf of each New Lender; and
(ii) the Replacement Payments shall have been made in full.
(c) This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the conditions precedent set forth in paragraph (a) of this Section shall have been satisfied; provided, however, that, notwithstanding effectiveness of this Amendment, the Pricing Amendment shall [[NYCORP:2679581v6:4454W:02/23/07--03:20 p]] not become effective until the later of (i) the first date on which the conditions precedent set forth in paragraphs (a) and (b) of this Section shall have been satisfied and (ii) March 11, 2007 (the “Pricing Amendment Effective Date”). The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date and the Pricing Amendment Effective Date, and such notice shall be conclusive and binding.
Conditions Precedent; Effectiveness. This Amendment shall ----------------------------------- become effective and be deemed effective as of the date hereof, if, and only if, the Agent shall have received on or before midnight (New York time) on the date hereof executed counterparts of this Amendment executed by the Lessee, the Significant Sublessees, the Majority Banks and the Agent.
Conditions Precedent; Effectiveness. 8.1 This agreement is subject to the condition precedent that the general meetings of Schaeffler and Vitesco Technologies have each approved this agreement in accordance with Sections 13 para. 1 and 65 para. 1 UmwG with a majority of three quarters of the share capital represented at the respective resolution.
8.2 The Merger shall become effective upon entry in the commercial register at the registered office of Schaeffler.
Conditions Precedent; Effectiveness. (a) The effectiveness of this Supplement is subject to the satisfaction of the following conditions precedent: [[NYCORP:2687405v2:4454W:03/05/07--03:39 p]]
(i) the Administrative Agent shall have executed a counterpart of this Supplement and shall have received counterparts of this Supplement executed on behalf of (A) the Borrower, (B) the Existing Term Lenders holding more than 50% in principal amount of the Term Loans outstanding immediately prior to the effectiveness hereof and (C) the Existing Tranche A LC Lenders having Tranche A LC Exposure and unused Tranche A LC Commitments representing more than 50% of the sum of the total Tranche A LC Exposures and unused Tranche A LC Commitments outstanding immediately prior to the effectiveness hereof; and
(ii) the Replacement Payments referred to in Section 5 hereof shall have been made in full.
(b) Subject to the satisfaction of the conditions precedent set forth in paragraph (a) above, this Supplement shall become effective (the date of such effectiveness being referred to herein as the “Supplement Effective Date”) on the Pricing Amendment Effective Date.
Conditions Precedent; Effectiveness. The waivers and consents of the Bridge Round Investors and Advantage set forth herein are subject to the accuracy of all representations and warranties by the Company contained herein and to the performance by the Company of all the terms and conditions on its part to be performed hereunder. Upon the execution and delivery of this Second Amendment by the holders of at least 75% of the outstanding principal balance of all Bridge Round Notes, Advantage, the Principals, and the Company, and subject to the limitations of this Section 5, (a) the waivers and consents set forth in Sections 2 and 3, above, of this Second Amendment shall be deemed effective immediately prior to the earlier of (i) the closing of the M&I Loan Agreement, or (ii) the closing of the transactions contemplated under the Series D Investment Agreement as described below; and (b) the amendments set forth in Section 1, above of this Second Amendment shall be deemed effective immediately prior to the Conversion Date, as defined in the Series D Investment Agreement. The foregoing notwithstanding, this Second Amendment shall be ineffective, and all of the amendments, waivers, and consents set forth herein shall be null and void if the transactions contemplated by the Series D Investment Agreement do not close within 45 days of the date hereof.
Conditions Precedent; Effectiveness. This Second Amendment shall become effective as of the Second Amendment Effective Date when the Administrative Agent shall have received:
(i) Counterparts hereof duly executed by the Company and the Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, telegraphic, telex, or other written confirmation from such party of execution of a counterpart hereof by such party);
(ii) Each of the instruments and documents required to be delivered pursuant to Section 6.05 of the Credit Agreement, as amended hereby;
(iii) True and correct copies of all documents and instruments executed and delivered in connection with the Company’s transfer of the equitable interest in and to its Texas Oil and Gas Properties to THEC, LP; and
(iv) Such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.
Conditions Precedent; Effectiveness. (a) The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
(i) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company and the Required Lenders;
(ii) the Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed By: a responsible officer of the Company, confirming the accuracy of the representations and warranties set forth in Section 3 hereof; and
(iii) the Administrative Agent shall have received all amounts due and payable to it on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid By: the Company under the Credit Agreement or this Amendment.
(b) This Amendment shall become effective as of the first date (the "Second Amendment Effective Date") on which the conditions precedent set forth in paragraph (a) of this Section shall have been satisfied. The Administrative Agent shall notify the Company and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding.
Conditions Precedent; Effectiveness. This First Amendment shall become effective as of the date on which the following conditions have been satisfied:
(a) the Administrative Agent shall have received a copy of this First Amendment duly executed by the Borrowers and the Required Lenders, and {N0231120 }
(b) the Administrative Agent shall have received a Compliance Certificate signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrowers, prepared on a pro forma basis for the period ending September 30, 2019 and demonstrating compliance with the requirements therein after giving effect to the Share Repurchase in the amount of $2,000,000.
Conditions Precedent; Effectiveness. This Amendment shall become effective on the first date on which each of the following conditions precedent shall be satisfied (such date, the “Amendment Effective Date”):
(a) the Administrative Agent (or its counsel) shall have received from the Company, the Lenders constituting the Required Lenders and the Administrative Agent a counterpart of this Amendment signed on behalf of such party (which, subject to Section 10.06(b) of the Five-Year Credit Agreement, as amended hereby, may include any Electronic Signatures transmitted by facsimile, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page);
(b) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming the accuracy of the representations and warranties set forth in Section 3 hereof; and
(c) the Administrative Agent shall have received, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid on or prior to the Amendment Effective Date by the Company and the Borrowing Subsidiaries under the Five-Year Credit Agreement. The Administrative Agent shall notify the Company and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
Conditions Precedent; Effectiveness. This Amendment shall become effective on the date on which Lender shall have received and Borrower shall have completed, or shall have caused to be completed the following conditions (such date, the “Amendment Effective Date”):
(a) counterparts hereof duly executed by each of the parties hereto;
(b) counterparts of that certain Amendment No. 4 to the Amended and Restated Pricing Side Letter, duly executed by each of the parties thereto;
(c) counterparts of that certain Xxxxxxx and Restated Promissory Note, duly executed by each of the parties thereto; and
(d) delivery of a Commitment Adjustment Notice.
