Effectiveness; Closing Sample Clauses

Effectiveness; Closing. This Agreement shall be binding on the Members upon their execution and delivery of this Agreement to the Company, and, if so executed and delivered prior to the IPO Closing, no further action on the part of the Members shall be required to be taken at the IPO Closing to consummate the transactions contemplated by this Agreement. If the Reorganization Agreement terminates pursuant to Section 2.3 thereof, then (i) this Agreement shall also terminate and be of no further force or effect whatsoever, and (ii) the Member shall continue to own its Existing Units without conversion or modification under this Agreement, subject to the Second Amended and Restated LLC Agreement and Existing Unit Agreements. XXXXXXX RISK PARTNERS, LLC, a Delaware limited liability company By: Name: Title:
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Effectiveness; Closing. (a) This Agreement shall become effective at the time the conditions to each party’s obligations to consummate the Closing as set forth in Article V have been satisfied or, with respect to such conditions which by their terms must be satisfied at the Closing, the time in which each party is capable of performing such conditions. (b) The closing of the issuance and sale of the Common Shares and the Option (the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxx LLP in Houston, Texas on the date (such date, the “Closing Date”) determined pursuant to Section 1(a) of the Deposit Agreement, dated September 24, 2010, by and between the Company and Purchaser (the “Deposit Agreement”).
Effectiveness; ClosingThis Agreement shall become effective on the date (the “Effective Date”) on which the Borrower, each Guarantor, the Administrative Agent and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent at the Notice Office or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or telex notice (actually received) at such office that the same has been signed and mailed to it. The Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence of the Effective Date. The agreement of each Lender to make the extension of credit requested to be made by it under this Agreement is subject to the occurrence of the Effective Date and the satisfaction or waiver in accordance with Section 12.12, prior to or concurrently with the making of such extension of credit, of the conditions precedent set forth in Section 6.1 (the date of such extension, the “Closing Date”). NYDOCS02/1076196.5
Effectiveness; Closing. 26 ARTICLE
Effectiveness; Closing. 11.1 This agreement shall be effective immediately upon its signature by the Parties, with the exception of the provisions set forth in Articles V, VI, VII, VIII, IX, X and XII and Sections 14.6 and 14.16 hereof, which shall only become effective upon Closing. 11.2 The direct or indirect contribution of Schering's and Hoechst's Shares or stakes in AgrEvo GmbH and AgrEvo US and of Aventis' Shares in RP Agro to the Company shall be made at closing of this agreement (the "Closing") which shall take place on January 1, 2000 or as soon as possible thereafter. 11.3 The contribution of Aventis' Shares in RP Agro to the Company shall be made exclusive of all rights (coupon detached) to all distributions to be made with respect to the 1999 profits of RP Agro, which rights shall remain with Aventis or its relevant Affiliate. The contribution of Hoechst's and Schering's respective Shares or stakes in AgrEvo GmbH and AgrEvo US to the Company shall be made inclusive of all rights (coupon attached) to all distributions to be made with respect to the 1999 profits of AgrEvo GmbH and AgrEvo US. 11.4 The Parties agree that a dividend of Euro 60 (sixty) million shall be paid to Aventis or its relevant Affiliate prior to the Closing in respect of the 1999 profits of RP Agro. The Parties further agree that an additional equity contribution shall be made by Xxxxx-Xxxxxxx Sante Vegetale et Animale to the Company within 2 (two) months after the Closing, such equity contribution to be equal to Euro 60 (sixty) million plus an interest on such amount for the period between January 1, 2000 and the actual date of contribution at a rate equal to the one-month EURIBOR at January 1, 2000 (calculated on the basis of a 360-day year) plus 12.

Related to Effectiveness; Closing

  • Effectiveness; Survival This Agreement shall become effective when executed and delivered by the parties hereto. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. This Agreement shall continue in full force and effect notwithstanding the commencement of any Insolvency or Liquidation Proceeding against the Company or any of the Subsidiaries.

  • Effectiveness Conditions This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and instruments to be in form and substance satisfactory to Agent and Agent’s counsel): (a) Execution and delivery by Borrower, Guarantors and Lenders of this Amendment to Agent; (b) Execution and/or delivery by the parties of all other agreements, instruments and documents requested by Agent to effectuate and implement the terms hereof and the Existing Loan Documents.

  • Effectiveness; Term This Agreement will be effective and binding as of the date first above written immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the

  • Effectiveness of the Initial Registration Statement The Company shall use its best efforts (i) to have the Initial Registration Statement declared effective by the SEC no later than ninety (90) days after the date hereof (the "Scheduled Effective Deadline") and (ii) to insure that the Initial Registration Statement and any subsequent Registration Statement remains in effect until all of the Registrable Securities have been sold, subject to the terms and conditions of this Agreement.

  • Filing and Effectiveness of Registration Statement The Company has prepared and filed with the Commission the Registration Statement (file number 333-[●]) on Form S-1, including the related Preliminary Prospectus, for registration under the Act of the offering and sale of the Offered Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has previously been furnished to the Representative. The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed, such Prospectus shall contain all information required by the Act and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised the Representative, prior to the Execution Time, will be included or made therein. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.

  • Effectiveness of Registration Statement The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A).

  • Effectiveness of Registration The Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto have been declared effective by the Commission under the Act or have become effective pursuant to Rule 462 of the Rules and Regulations. The Company has responded to all requests, if any, of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462 Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are threatened by the Commission.

  • Effectiveness of the Agreement This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party.

  • Effectiveness; Counterparts This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written notification of such execution and authorization of delivery thereof. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

  • Effectiveness; Conditions Precedent This Amendment, and the amendments contained herein, shall not be effective until the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”): (a) The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by Xxxxxxx and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) Xxxxxxx Xxxxxxx, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

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