Effectiveness; Miscellaneous. (a) Each capitalized term used in this Amendment, Assignment and Joinder shall have the meaning provided to such term in the Investment Agreement, unless such term is otherwise defined in this Amendment, Assignment and Joinder.
(b) Notwithstanding anything in the Investment Agreement to the contrary, no additional deposit shall be due from the Commitment Parties as a result of the Amendment; provided that nothing in this Section 5(b) shall be deemed to modify the deposit required of the New Commitment Parties identified on Schedule 3 pursuant to Section 2(e) in connection with the Assignment.
(c) The amendments to the Investment Agreement set forth in Section 1 shall be herein referred to as the “Amendment.” The consummation of the Transfer made pursuant to Section 2 shall be herein referred to as the “Assignment.” The joinder set forth in Section 3 shall be herein referred to as the “Joinder.” The terms set forth in this Section 5 shall, as applicable, apply to each of the Amendment, Assignment and Joinder.
(d) Upon giving effect to the Amendment but prior to giving effect to the Transfer of the Investment Interests pursuant to the Assignment, the parties hereto agree that Schedule 2 attached hereto sets forth the Debt Commitment Percentage, Equity Commitment Percentage and, with respect to the Debt Commitment Parties, the “Debt Rights Offering Reduction Percentage” of each such Commitment Party under the Investment Agreement. After giving effect to the Transfer of the Investment Interests pursuant to the Assignment, the parties hereto agree that Schedule 1 attached hereto sets forth the Debt Commitment Percentage, Equity Commitment Percentage and, with respect to the Debt Commitment Parties, the “Debt Rights Offering Reduction Percentage” of each such Commitment Party under the Investment Agreement.
(e) Any reference in the Investment Agreement to “this Agreement” shall hereafter be deemed to refer to the Investment Agreement as amended by the amendment dated October 12, 2017 and this Amendment, Assignment and Joinder. For the avoidance of doubt, any reference in the Investment Agreement to “Equity Commitment Party” or “Debt Commitment Party” shall hereafter be deemed to include each of the New Commitment Parties.
(f) The Amendment, Assignment and Joinder shall be effective as of 12:01 am (New York City time) on the date first set forth above following the execution of this Amendment, Assignment and Joinder by all of the parties hereto; provided that not...
Effectiveness; Miscellaneous. This Restructuring Agreement (the “Agreement”), dated November 18, 2002, is entered into in Beijing, the People’s Republic of China (“China” or “PRC”), by and between the following two parties:
(1) China United Telecommunications Corporation (“Unicom Group”) Address: Xxxxx Xxxxx Hotel, Xx. 00, Xxxxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx Legal Representative: YANG Xianzu
(2) Unicom New Century Telecommunications Corporation Limited (“Unicom New Century”) Address: 9/F, Xx. 000X, Xxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx Legal Representative: YANG Xianzu
Effectiveness; Miscellaneous. This Agreement shall become effective immediately after being executed and sealed by both Party’s legal representatives or their authorized persons.
Effectiveness; Miscellaneous. Restructuring Agreement
(1) China United Telecommunications Corporation (“Unicom Group”) Address: Xxxxx Xxxxx Hotel, Xx.00, Xxxxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx Legal Representative: Xxxx Xxxxxxxx
(2) Unicom New World Telecommunications Corporation Limited (“Unicom New World”) Address: Room 1009, 10th Floor, Tower 1, No. 18, Xxxx Xxx Men Nei Avenue, Dongcheng District, Beijing, China Legal Representative: Xxxx Xxxxxxxx
Effectiveness; Miscellaneous. 16.1 This Agreement shall become effective immediately after being executed and sealed by both Party’s legal representatives or their authorized persons.
16.2 This Agreement is severable. In the event that any provision hereof is determined to be unlawful or unenforceable, it shall not affect the effectiveness and enforcement of the other provisions hereof.
16.3 If mutually agreed upon, any amendments or supplements to this Agreement and related appendices may be made by both Parties and shall become effective after being executed and sealed by both Parties’ legal representatives or their authorized persons.
16.4 Each Party shall not transfer any of its rights and obligations hereunder to any third party without the written consent of the other party.
16.5 This agreement shall be executed by the Parties hereto in six (6) original counterparts. Each of the originals is equally effective.
Effectiveness; Miscellaneous. (a) Subject to Section 2(b), this Agreement shall become effective upon the consummation of the Transaction.
(b) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall be null, void, and of no force or effect, without any action required by any Party, in the event that the Founders Agreement is terminated prior to the consummation of the Transaction.
(c) Except to the extent explicitly waived or modified pursuant to this Agreement, which waiver or modification shall apply only to the undersigned Principals, the provisions set forth in the Tax Receivable Agreement shall remain in full force and effect. For the avoidance of doubt, it is agreed and understood that this Agreement does not alter, amend or waive any of the rights or benefits provided in the Tax Receivable Agreement to Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxxx.
(d) This Agreement may be amended only by a writing signed by each of the Parties (which writing, in the case of the Company and to the extent entered into prior to the Founders Closing, must be approved by the Special Committee (as defined in the Merger Agreement) prior to execution).
(e) Notwithstanding anything to the contrary set forth in Section 7.08 of the Tax Receivable Agreement, any dispute arising under the Tax Receivable Agreement or this Agreement, other than those governed by Section 7.09 of the Tax Receivable Agreement, shall be resolved in accordance with the provisions set forth in Section 10.5 and Section 10.6 of the Founders Agreement.
Effectiveness; Miscellaneous. This Amendment shall become effective when the parties hereto have executed all of the counterparts to this Amendment. You hereby consent to this Amendment and acknowledge that each of the Commitment Letter and Fee Letter remains in full force and effect and is hereby ratified and reaffirmed. Unless otherwise specifically defined herein, each term used herein (including, without limitation, in the preamble and recitals hereto) which is defined in the Commitment Letter has the meaning assigned to such term in the Commitment Letter, as amended by this Amendment. Each reference to “this Commitment Letter”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference to the Commitment Letter contained therein and in the Fee Letter shall, after this Amendment becomes effective, refer to the Commitment Letter (and the Exhibits, Annexes and other attachments thereto) as amended hereby. We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions. Very truly yours, By: Credit and SCIII General Partner, L.L.C., its general partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SABRE – SIGNATURE PAGE TO FIRST AMENDMENT TO COMMITMENT LETTER By: Oaktree Fund AIF Series (Cayman), L.P. – Series O Its: General Partner By: Oaktree AIF (Cayman) GP Ltd. Its: General Partner By: Oaktree Capital Management, L.P. Its: Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Signatory By: Oaktree Fund AIF Series, L.P. – Series N Its: General Partner By: Oaktree Fund GP AIF, LLC Its: General Partner By: Oaktree Fund GP III, L.P. Its: Managing Member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Signatory SABRE – SIGNATURE PAGE TO FIRST AMENDMENT TO COMMITMENT LETTER By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory SABRE – SIGNATURE PAGE TO FIRST AMENDMENT TO COMMITMENT LETTER By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President SABRE – SIGNATURE PAGE TO FIRST AMENDMENT TO COMMITMENT LETTER Accepted and agreed to as of the date first above written: By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: SVP, Treasurer SABRE – SIGNATURE PAGE TO FIRST AMENDMENT TO COMMITMENT LETTER Sabre GLBL Inc. 3150 Sabre Driver Southlake, Texas 76092 Attention: Xxxx Xxxxxxxx, Chief Financial Officer La...
Effectiveness; Miscellaneous. (a) This Agreement shall become effective as of the first date first set forth above. Upon the earlier to occur of (i) the consummation of the Proposed Offering, or (ii) December 31, 2007, the amendments and waivers effected by this Agreement shall no longer be in effect and the Agreement shall be automatically amended to read in its entirety as it read prior to the effectiveness hereof (except that the Proposed Offering shall be considered a demand registration thereunder for purposes of the number of demand registrations required to be effected by the Company).
(b) This Agreement and the Investment Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and such agreements supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
(c) Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
(d) The laws of the State of Wisconsin shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under applicable principles of conflicts of laws.
(e) Each reference to a party hereto shall be deemed to include its successors and assigns, all of whom shall be bound by this Agreement and to whose benefit the provisions of this Waiver shall inure.
(f) This Agreement may be executed via facsimile or by other electronic signature.
(g) This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which, when taken together, shall constitute but one instrument.
Effectiveness; Miscellaneous. Section 6.01. The following event is specified as an additional condition to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions, namely, that the Institutional Policy Statement has been adopted by the Borrower.
Section 6.02. The date ninety (90) days after the date of this Agreement is hereby specified for the purposes of Section
Effectiveness; Miscellaneous
