Conditions to Effectiveness of this Third Amendment. Section 3.1. This Third 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 Third Amendment, duly executed by the Company, the Parent 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 a true, correct and complete copy of the Fourth Amendment to Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, PNC Capital Markets, Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent (the “Bank Credit Agreement”);
(c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing the execution, delivery and performance by the Company and the Parent Company of this Third Amendment, certified by its Secretary or an Assistant Secretary and (ii) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing execution, delivery and performance by the Company of the Bank Credit Agreement;
(d) the representations and warranties of the Company and the Parent Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof; and
(e) the Company shall have paid the fees and expenses of Xxxxxxx and Xxxxxx LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment. Upon receipt of all of the foregoing, this Third Amendment shall become effective.
Conditions to Effectiveness of this Third Amendment. This Third Amendment shall be effective upon execution, other than the amendments in Section 2, which shall become effective (the date of such effectiveness, the “Third Amendment Effective Date”) on the date on which the following conditions precedent are satisfied:
Conditions to Effectiveness of this Third Amendment. The effectiveness of this Third 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 (except those that may be satisfied at a later date) shall be the “Effective Date”):
Conditions to Effectiveness of this Third Amendment. 3.1 This Third Amendment shall become effective if, and only if, all required approvals (including approval under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) for the Transaction have been received on or before July 31, 2003 and upon the satisfaction in full of each of the following conditions on or before August 29, 2003 (the date on which each such condition has been satisfied is called the "THIRD AMENDMENT EFFECTIVE DATE"):
(a) The Transaction shall have been consummated in accordance with the Transaction Agreement (without any amendment or other modification thereto unless approved in writing by the Noteholders);
(b) executed counterparts of this Third Amendment and the Amended Note Agreements, duly executed by the Company, New Dreyer's and each Noteholder, shall have been delivered to the Noteholders (it being understood that the Noteholders may rely on facsimile confirmation of the execution of a counterpart hereof and thereof by any party hereto or thereto);
(c) each Noteholder shall have received on the Third Amendment Effective Date from the Company an amendment fee by a wire transfer (to the accounts to which scheduled payments on the Notes are made, with a reference to "Dreyer's amendment fee") in the amount set forth opposite its name below: The Prudential Insurance Company of America: $ 50,000.00 Transamerica Life Insurance and Annuity Company $ 21,428.57 (d) (i) the representations and warranties of the Company and New Dreyer's set forth in Section 2 hereof, and each of the statements in the certificate delivered pursuant to Section 3.1(h) hereof shall be true, correct and complete on and with respect to the Third Amendment Effective Date and (ii) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or would result from this Third Amendment becoming effective in accordance with the terms hereof, and the Noteholders shall have received an Officer's Certificate of the Company and New Dreyer's certifying to the effects set forth in clauses (i) and (ii) above;
(e) each Noteholder shall have received a guaranty substantially in the form of EXHIBIT C (the "GUARANTY") duly executed by each Guarantor (as defined in the Amended Note Agreements);
(f) each Noteholder shall have received a certificate of the secretary of assistant secretary of the Company, New Dreyer's and each other Guarantor as to (a) resolutions of the Board of Directors or other governing body of such Person authorizi...
Conditions to Effectiveness of this Third Amendment. SECTION 3.1. This Third 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 Third Amendment, duly executed by the Obligors 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 a copy of the resolutions of the Board of Directors of each Obligor authorizing the execution, delivery and performance by such Obligor of this Third Amendment, certified by such Obligor's Secretary or an Assistant Secretary;
(c) the representations and warranties of the Obligors set forth in SECTION 2 hereof are true and correct on and with respect to the date hereof;
(d) the Noteholders party to this Third Amendment shall have received an amendment fee in an amount equal to 0.20% times the aggregate outstanding principal amount of the Notes held by such Noteholder; and
(e) the Noteholders shall have received a true, correct and complete copy of the Amendment to the Bank Credit Agreement dated the date hereof. Upon receipt of all of the foregoing, this Third Amendment shall become effective as of September 30, 2001.
Conditions to Effectiveness of this Third Amendment. Section 3.1. This Third 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 Third 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 amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 15, 2013 among the Company and the purchasers named in Schedule A thereto, (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (D) 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; and Sensient Technologies Corporation Third Amendment
(c) 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 Third Amendment shall become effective.
Conditions to Effectiveness of this Third Amendment. This Third 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 Third Amendment, duly executed by the Company and the Holders of at least 66-2/3% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; and
(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.
Conditions to Effectiveness of this Third Amendment. The effectiveness of this Third Amendment is subject to satisfaction, in Agent's sole discretion, of each of the following conditions precedent:
Conditions to Effectiveness of this Third Amendment. The effectiveness of this Third Amendment (other than the amendments set forth in Section 3 hereof and the funding of the Third Amendment Incremental Term Loans, which are each subject to Section 6 hereof) is subject to the satisfaction (or waiver by the Initial Third Amendment Incremental Term Lenders) of the following conditions precedent (the first date of the satisfaction thereof is referred to as the “Third Amendment Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from each of the Borrower and Holdings a counterpart signed by the Borrower and Holdings (or written evidence reasonably satisfactory to the Administrative Agent (which may include a copy transmitted by facsimile or other electronic method) that such Loan Party has signed a counterpart) of this Third Amendment.
(b) At the time of and immediately after giving effect to this Third Amendment on the Third Amendment Effective Date, no Event of Default has occurred and is continuing.
(c) The University Acquisition shall have been, or substantially concurrently with the effectiveness of the Third Amendment Effective Date shall be, consummated in all material respects in accordance with the terms of the University Acquisition Agreement.
Conditions to Effectiveness of this Third Amendment. 3.1 This Third Amendment shall not become effective until, and shall become effective when, each of the following conditions shall have been satisfied: CONFIDENTIAL U 05285
(a) executed counterparts of this Third Amendment, duly executed by the Company and the Noteholders, shall have been delivered to the Noteholders;
(b) 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 Third Amendment, certified by its Secretary or an Assistant Secretary;
(c) the representations and warranties of the Company set forth in SECTION 2 hereof are true and correct on and as of 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.
