Common use of CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT Clause in Contracts

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company and the Required Holders of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes have been amended substantially as proposed in the forms annexed hereto as Exhibits B and C, respectively; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and (d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this First Amendment shall become effective.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company and the Required Holders holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes Prudential Agreements have been amended substantially as proposed in the forms annexed hereto as Exhibits B A, B, C and CD, respectively; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and (d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this First Amendment shall become effective.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company and the Required Holders holders of 100% of the outstanding Notes, shall have been delivered to the Noteholders; (b) the Noteholders Company shall have received evidence provided the Noteholders with true, correct and complete copies of the amendments to each of the Principal Credit Facilities relating to the subject matter of this First Amendment in form and substance satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes have been amended substantially as proposed in the forms annexed hereto as Exhibits B and C, respectivelyNoteholders; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and; (d) the representations and warranties Noteholders shall have received the favorable opinion of counsel to the Company (which may be internal counsel) as to the matters set forth in Section Sections 2.1(a) and 2.1(b) hereof, which opinion shall be in form and substance satisfactory to the Noteholders; and (e) the Company shall have paid or caused to be paid reasonable, out-of-pocket fees and expenses of Xxxxxxx and Xxxxxx LLP, special counsel to the Noteholders, in connection with the negotiation, approval, execution and delivery of this First Amendment, to the extent invoiced at least 2 hereof are true and correct on and with respect to Business Days in advance of the date hereof. Upon receipt of all of the foregoing, this First Amendment shall become effective.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company Company, the Subsidiary Guarantors and the Required Holders holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) [Reserved]; (c) the Noteholders shall have received evidence satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes have dated as of December 11, 2019 has been amended substantially as proposed in the forms form annexed hereto as Exhibits B and C, respectivelyExhibit A ; (cd) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and; (de) the representations and warranties of the Company set forth in Section 2 hereof are true and correct in all material respects on and with respect to as of the date hereof. Upon receipt ; and (f) the reasonable and documented fees and expenses of all Xxxxxxx and Xxxxxx, LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of the foregoing, this First Amendment Amendment, to the extent invoiced, shall become effective.have been paid by the Company. ​ ​ ​ FIRST AMENDMENT BRUKER CORPORATION ​ ​

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company and the Required Holders holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to the Bank Loan Agreement and Credit Agreement, the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto and the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto have in each case been amended executed and delivered substantially as proposed in the forms form annexed hereto as Exhibits B Exhibit A and C, respectivelyare in full force and effect; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and Sensient Technologies Corporation First Amendment (d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this First Amendment shall become effective.; and

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company Company, the Subsidiary Guarantors and the Required Holders holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) [Reserved]; ​ ​ (c) the Noteholders shall have received evidence satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes have dated as of January 18, 2012 has been amended substantially as proposed in the forms form annexed hereto as Exhibits B and C, respectivelyExhibit A; (cd) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and; (de) the representations and warranties of the Company set forth in Section 2 hereof are true and correct in all material respects on and with respect to as of the date hereof. Upon receipt ; and (f) the reasonable and documented fees and expenses of all Xxxxxxx and Xxxxxx, LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of the foregoing, this First Amendment Amendment, to the extent invoiced, shall become effectivehave been paid by the Company.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) : executed counterparts of this First Amendment, duly executed by the Company and the Required Holders holders of 100% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes have been amended substantially as proposed in the forms annexed hereto as Exhibits B and C, respectively; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential AgreementsNoteholder; and (d) the representations and warranties of the Company set forth in Section subsection 2 hereof are true and correct on and with respect to the date hereof. Upon receipt ; the Noteholder shall have received the favorable opinion of all counsel to the Company as to the matters set forth in Subsections 2.1(a), 2.1(b) and 2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholder; executed counterparts of the foregoingIntercreditor Agreement in the form attached hereto as Exhibit A (the "Intercreditor Agreement"), this First Amendment duly executed by Manufacturers and Traders Trust Company both in its individual capacity and in its capacity as Collateral Agent thereunder and the holders of 100% of the outstanding principal of the Notes, shall become effective.have been delivered to the Noteholder; and

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company Company, the Subsidiary Guarantors and the Required Holders holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes have been amended substantially as proposed in the forms annexed hereto as Exhibits B and C, respectively; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and; (dc) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and (d) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 2.1(a), 2.1(b) and 2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders. Upon receipt of all of the foregoing, this First Amendment shall become effective.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (ai) executed counterparts of this First Amendment, duly executed by the Company and the Required Holders Noteholders holding more than 50% in aggregate principal amount of the Notes, as required under the Note Agreement shall have been delivered to the Noteholders; (bii) the Noteholders shall have received evidence satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes have been amended substantially as proposed in the forms annexed hereto as Exhibits B and C, respectively; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors or similar governing body of the Company authorizing the execution, delivery and performance by the Company of its obligations under this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and; (diii) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt hereof and the Company shall have delivered a certificate to such effect; and (iv) all proceedings taken in connection with the transactions contemplated by this First Amendment, and all documents necessary to the consummation thereof, shall be reasonably satisfactory in form and substance to the Noteholders and their counsel, and the Noteholders shall have received a copy (executed or certified as may be appropriate) of all such documents or proceedings taken in connection with the consummation of the foregoing, this First Amendment shall become effectivesaid transactions.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company and the Required Holders holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to the Bank Loan Agreement and Credit Agreement, the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes dated as of November 19, 2009 among the Company and the purchasers named in Schedule A thereto and the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto have in each case been amended executed and delivered substantially as proposed in the forms form annexed hereto as Exhibits B Exhibit A and C, respectivelyare in full force and effect; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and Sensient Technologies Corporation First Amendment (d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this First Amendment shall become effective.; and

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company and the Required Holders holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to the Bank Loan Agreement and Credit Agreement, the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes dated as of November 19, 2009 among the Company and the purchasers named in Schedule A thereto and the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto have in each case been amended executed and delivered substantially as proposed in the forms form annexed hereto as Exhibits B Exhibit A and C, respectivelyare in full force and effect; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and Sensient Technologies Corporation First Amendment (d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this First Amendment shall become effective.; and