Effective Date Transactions. Commencing immediately following the Effective Time, the following events or transactions shall occur, and be deemed to have occurred and be taken and effected, in the following order, without any further act or formality required on the part of any Person, except as may be expressly provided herein, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:
(a) notwithstanding the terms of the Warrants or any agreements or other arrangements relating to the Warrants, each Warrant outstanding immediately prior to the Effective Time shall be assigned and transferred from the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to (A) the number of Common Shares into which such Warrant is then exercisable multiplied by (B) the amount by, if any, by which the Cash Consideration exceeds the exercise price per Common Share of such Warrant and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Warrant is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Warrant shall be cancelled immediately after its transfer to the Corporation;
(b) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is less than the Cash Consideration and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to (A) the number of Common Shares into which such Option is then exercisable multiplied by (B) the amount, if any, by which the Cash Consideration exceeds the exercise price per Common Share of such Option and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Option is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation;
(c) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is greater th...
Effective Date Transactions. On the Effective Date, immediately preceding the effectiveness of the amendment and restatement provided for in Section 4, each of the parties hereto irrevocably agrees that each of the following shall occur without any additional conditions or actions of any party hereto:
(i) Each Daylight Lender shall extend credit to the European J.V. and the European J.V. shall borrow one or more Daylight Loans denominated in Euros in an aggregate principal amount equal to such Lender’s Daylight Commitment. The proceeds of such Daylight Loans shall be payable to JPMCB, which shall pay such proceeds to the accounts set forth on Schedule 1. The provisions of Section 2.06 of the Restated Credit Agreement shall apply to the making of Daylight Loans on the same basis as Borrowings. The European J.V. irrevocably directs the Existing Administrative Agent to deliver all the proceeds of the borrowings under the foregoing clause to JPMCB, and hereby irrevocably directs JPMCB to apply such proceeds to prepay in full all the outstanding principal of any Revolving Loans (as defined in the Pre-Restatement Credit Agreement) that remain outstanding at such time, if any, together with all accrued and unpaid interest thereon and any accrued and unpaid commitment fees with respect to the Revolving Commitments (as defined in the Pre-Restatement Credit Agreement).
(ii) Immediately following the transactions provided for in paragraph (i) above, all Revolving Lenders under the Pre-Restatement Credit Agreement shall transfer their Revolving Commitments (as such term is defined in the Pre-Restatement Credit Agreement) to JPMCB (which shall assume such commitments) pursuant to the Master Assignment and Acceptance to be executed in the form attached hereto as Exhibit A.
(iii) Immediately following the transactions provided for in paragraphs (i) and (ii) above, JPMCB, as Majority Lender, irrevocably authorizes the Collateral Agent to release the Collateral referred to in Schedule 2 and take such other actions as are set forth in Schedule 2.
Effective Date Transactions. (a) With effect from and including the Effective Date, each Increasing Revolving Lender acknowledges that its Revolving Credit Commitment is increased by the amount of the Additional Revolving Facility Commitments set forth under such Increasing Revolving Lender’s name on the signature pages to this Agreement and after giving effect to this Amendment, the aggregate Revolving Credit Commitment of such Increasing Revolving Lender shall be as set forth on Schedule I hereto for such Increasing Revolving Lender under the caption “Revolving Credit Commitment”. With effect from and including the Effective Date, the Additional Revolving Facility Commitment of any Increasing Revolving Lender shall constitute a “Revolving Credit Commitment” for all purposes of the Amended Credit Agreement and the other Loan Documents and any Loans advanced by such Increasing Revolving Lender as part of its Additional Revolving Facility Commitment shall constitute “Revolving Loans” for all purposes of the Amended Credit Agreement and the other Loan Documents.
(b) Not later than 1 p.m. on the Effective Date, each Increasing Revolving Lender shall make a Revolving Loan in the amount contemplated below and the Borrower shall apply the proceeds of such Revolving Loan to the prepayment of the outstanding Revolving Loans of the Revolving Lenders (other than the Increasing Revolving Lenders) such that after giving effect to such prepayment, the percentage of the outstanding Revolving Loans (including the Revolving Loans advanced pursuant to this Section 2(b)) held by each Revolving Lender (including the Increasing Revolving Lenders) shall equal the percentage of the Aggregate Revolving Credit Commitments (after giving effect to the Additional Revolving Facility Commitments) represented by such Revolving Lender’s Revolving Credit Commitment (after giving effect to the Additional Revolving Facility Commitments, if applicable). Each Revolving Loan extended by an Increasing Revolving Lender pursuant to this Section 2(b) shall be made available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office and shall have an Interest Period matching the Interest Period of the applicable prepaid Revolving Loan. In connection with the prepayment contemplated by this Section 2(b), the Borrower shall pay to each Revolving Lender (other than the Increasing Revolving Lenders) all accrued interest in respect of the Revolving Loans being prepaid to such Revolving Lender a...
Effective Date Transactions. As of the Effective Date, (a) the 10,592,540 Series A Convertible Preferred Units and the 409,024 Class A Common Units (as designated as such pursuant to the Original Agreement) acquired by the Initial MSI Member from ArcLight pursuant to the ArcLight UPA are hereby converted for all purposes into 11,001,564 Class A Common Units, all of which are hereby designated as Series A-2 Units, and the Initial MSI Member is the sole Series A-2 Member as of the Effective Date, (b) the 15,895,577 Class A Common Units (as designated as such pursuant to the Original Agreement) held by MHR and the Minority Owners are hereby converted for all purposes into 15,895,577 Class A Common Units, all of which are hereby designated as Series A-1 Units, and MHR and the other Persons identified on Schedule I hereto as Series A-1 Members are the sole Series A-1 Members as of the Effective Date and (c) the 894,102 Class B Common Units (as designated as such pursuant to the Original Agreement) held by the Persons identified on Schedule I hereto as Class B Members are hereby converted for all purposes into 894,102 Class B Common Units, and the Persons identified on Schedule I hereto as Class B Members are the sole Class B Members as of the Effective Date (collectively, the “Effective Date Transactions”).
Effective Date Transactions. The Effective Date Transactions shall have been, or shall substantially concurrently with the effectiveness of this Agreement be, consummated.
Effective Date Transactions. The Effective Date Transactions and the Senior Note Exchange Transactions shall have been consummated.
Effective Date Transactions. Each of the Exchange, Repurchase and Effective Date Preferred Stock Issuance shall have occurred on terms and pursuant to documentation reasonably satisfactory to the Syndication Agent and the Administrative Agent. The Exchange and the Repurchase shall together involve holders of an aggregate amount in excess of 50% of the aggregate principal amount of the Holdings Senior Notes. The Holdings Term Loans shall have been borrowed in full.
Effective Date Transactions. With effect from and including the Amendment No. 5 Effective Date, each 2021 Incremental Term Lender shall become party to the Amended Credit Agreement as a “Lender” and a “2021 Incremental Term Lender” and shall lend Incremental Term Loans in the amount equal to its respective 2021 Incremental Term Loan Commitment, which amount shall be set forth on Schedule 1-A, and shall have all of the rights and obligations of a “Lender”, a “Term Lender”, and a “2021 Incremental Term Lender” under the Amended Credit Agreement and the other Loan Documents.
Effective Date Transactions. Simultaneously with the effectiveness of this Agreement, all “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement shall be paid in full with the proceeds of Loans made or deemed made by each Lender under this Agreement on the Effective Date in accordance with the Notice of Borrowing in respect thereof, and the Administrative Agent shall make such transfers of funds as are necessary (in each case after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Administrative Agent) in order that (a) the aggregate outstanding principal amount of Revolving Loans shall be held by the Revolving Lenders pro rata in accordance with the amount of the Revolving Commitments set forth on Schedule I and (b) the Term Loans shall be fully funded, and the aggregate outstanding principal amount of Term Loans shall be held by the Term Loan Lenders pro rata in accordance with the amount of the Term Loan Commitments set forth on Schedule I. Simultaneously with the effectiveness of this Agreement, each “Note” (as defined in the Existing Credit Agreement) issued to any “Lender” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed superseded and replaced by the Notes issued on the Effective Date to such Lender under this Agreement.
Effective Date Transactions. With effect from and including the Effective Date (as defined below), each Person identified on the signature pages hereof as an Existing Lender, an Increasing Lender or a New Lender (each, a “Sixth Amendment Term Lender”) shall become party to the Amended Credit Agreement as a “Term Lender” and shall have a Term Commitment in the amount set forth in Column D or Column E (as applicable) on the signature page to this Amendment for such Sixth Amendment Term Lender (such Term Commitment, a “Sixth Amendment Term Commitment”) (subject to the terms of the cashless settlement letter of even date herewith) and shall have all of the rights and obligations of a “Lender” and a “Term Lender” under the Amended Credit Agreement and the other Loan Documents.
