Conditions to Effectiveness of this Second Amendment. Section 4.1. This Second 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 Second Amendment, duly executed by the Company and the 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 (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect;
(c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment
(d) the representations and warranties of the Company set forth in Section 3 hereof are true and correct on and with respect to the date hereof; and
(e) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Conditions to Effectiveness of this Second Amendment. (a) This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) on which:
(i) The Administrative Agent shall have received duly executed and delivered counterparts of this Second Amendment that, when taken together, bear the signatures of the Borrower, the Additional Lenders and the Administrative Agent (on its behalf, as well as on behalf of the Exchanging Term Lenders) and all Guarantors, and the aggregate principal amount of the Exchanged Term Loans and the Additional Term Loans shall be equal to the aggregate principal amount of the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable outstanding on the Second Amendment Effective Date immediately prior to the effectiveness of this Second Amendment.
(ii) Not later than 11 a.m., New York City time, on the Business Day before the Second Amendment Effective Date, the Administrative Agent shall have received a Borrowing Request.
(iii) Payment of all fees required to be paid pursuant to the Engagement Letter dated as of January 5, 2016 and any related fee letters (the “Fee Letters”) described therein and, to the extent invoiced, reimbursement or other payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document or other agreement with the Borrower relating to the transaction contemplated hereby.
(iv) The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Second Amendment Effective Date and certifying:
a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan Party, and each amendment thereto, certified (as of a date reasonably near the Second Amendment Effective Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized;
b) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized, dated reasonably near the Second Amendment Effective Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii...
Conditions to Effectiveness of this Second Amendment. The effectiveness of this Second Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the following conditions precedent (the date on which all such conditions precedent are so satisfied shall be the “Effective Date”):
Conditions to Effectiveness of this Second Amendment. This Second Amendment shall become effective as of the date (such date, the “Effective Date”) upon which each of the following conditions precedent shall have been satisfied or waived:
Conditions to Effectiveness of this Second Amendment. The effectiveness of this Second Amendment is subject to satisfaction, in Agent's sole discretion, of each of the following conditions precedent:
Conditions to Effectiveness of this Second Amendment. This Second Amendment shall not become effective until, and shall become effective when, each of the following conditions precedent shall have been fulfilled:
(a) The Bank shall have received this Second Amendment, the Term Note and such other documents as the Bank may require, each duly executed by the Company;
(b) The Bank shall have received a copy of the Resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Second Amendment, and the other documents required by the Bank with such resolutions certified by the Secretary of the Company as accurate, not rescinded or repealed and entered into the corporate minutes of the Company;
(c) The Bank shall have received a certification by the secretary of the Company (i) certifying that there has been no amendment to the Articles of Incorporation or Bylaws of the Company since the same were delivered to the Bank pursuant to the Agreement; (ii) certifying that the Company remains in good standing as a corporation under Minnesota law since the date of the Agreement; and (iii) identifying the officers executing this Second Amendment and the other documents required by the Bank under paragraph 3(a) above, and certifying as to their incumbency;
(d) The Bank shall have received a Collateral Assignment of Patents in form satisfactory to the Bank, duly executed by the Company;
(e) The Bank shall have received a Third Party Security Agreement in form satisfactory to the Bank duly executed by Rimage Europe, GmbH. granting the Bank a security interest in the assets of Rimage Europe, GmbH. as security for the indebtedness of the Company, together with a certification of the secretary of Rimage Europe, GmbH. (or another officer) of the resolutions of the Board of Directors of such company authorizing the execution and delivery of the Third Party Security Agreement and certifying the incumbency of the officer or officers executing such Third Party Security Agreement.
(f) The Bank shall have received proof of the insurance required under the Third Party Security Agreement in form and substance satisfactory to the Bank.
(g) The Bank shall have received the Reaffirmation of Security Interest in the forms of Exhibits B and C hereto, duly executed by the parties thereto.
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when:
(a) executed counterparts of this Second Amendment, duly executed by the Credit Parties, AIG and the Noteholders, shall have been delivered to AIG and the Noteholders;
(b) the Noteholders shall have received executed copies of the amendments to each outstanding Principal Credit Facility, in each case, substantially in the form previously provided to them and in form and substance reasonably satisfactory to the Noteholders;
(c) the representations and warranties of the Credit Parties set forth in Section 2 hereof shall be true and correct in all material respects on and with respect to the date hereof (except to the extent such representations and warranties expressly relate to another date, in which case such representations and warranties are true and correct in all material respects as of such other date) (and execution of this Second Amendment by each Credit Party shall constitute its certification of the same); and
(d) Holdings and each Co-Issuer shall have paid the reasonable fees and expenses of Chapman xxx Xxxler LXX, xxecial counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt or satisfaction of all of the foregoing, this Second Amendment shall become effective.
Conditions to Effectiveness of this Second Amendment. Notwithstanding any other provision of this Second Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Second Amendment shall not become effective, and the Borrower shall have no rights under this Second Amendment, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Second Amendment, including all fees set forth in the Fee Letters on the dates and to the parties specified therein, and including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, (ii) executed counterparts to this Second Amendment from the Borrower, the Guarantors and the Required Lenders as well as additional promissory notes, and other loan documents as the Administrative Agent may reasonably request, (iii) delivery of certified copies of organizational documents, including bylaws, authorizing resolutions of board of directors, and incumbency certificates for the Borrower, (iv) receipt of certified copies of all consents, approvals, authorizations, registrations, or filings required to be made or obtained by the Borrower in connection with the loan documents and (v) receipt of favorable opinion of counsel for the Borrower and each Guarantor.
Conditions to Effectiveness of this Second Amendment. This Second 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 Second Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal amount of the Notes, shall have been delivered to the Noteholders;
(b) 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;
(c) the Company shall have paid all reasonable costs and expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this Second Amendment, including, without limitation, the reasonable fees and expenses of Xxxxxxx and Xxxxxx, special counsel to the Noteholders, which are reflected in statements of such counsel rendered on or prior to the effective date of this Second Amendment; Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Conditions to Effectiveness of this Second Amendment. This Second Amendment shall become effective upon the date (the “Second Amendment Effective Date”) when the following conditions are satisfied:
(a) the Administrative Agent shall have received (i) counterparts of this Second Amendment, duly executed and delivered by the Borrowers and Administrative Agent,
