Effectiveness of Certain Provisions. Notwithstanding any other provision of this Agreement, Buyer may not exercise any of its rights under Section 1.1(c) or Section 1.2, or under Section 3.4 to require Shareholder to exercise, exchange or convert any Rights, until the earlier of (a) the thirty-first (31st) day after the date of this Agreement or (b) the date Target receives from Buyer an irrevocable waiver by Buyer of Buyer's rights under Section 11.1(f) of the Merger Agreement.
Effectiveness of Certain Provisions. The provisions of Paragraphs 3 and 4 of this Agreement shall not become effective unless and until (i) there is a Change of Control Event and (ii) the Executive is employed by the Company at the time of such Change of Control Event.
Effectiveness of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, Sections 2(a), 2(b) and 3(c) of this Agreement shall not be of any legal force or effect whatsoever unless and until the IPO Closing (as defined below), at which time such sections shall become effective unless Employee has ceased to be employed by the Company prior to the date of the IPO Closing or this Agreement has otherwise been terminated prior to the date of the IPO Closing. If Employee is still employed by the Company upon the IPO Closing, then within five (5) days after the IPO Closing the Company shall pay to Employee an amount equal to: (a) the Base Salary (as defined in Section 2(a) below) pro rated for the period of time between the Effective Date and the IPO Closing; minus (b) the amount of any other salary that the Company paid to Employee for the period of time between the Effective Date and the IPO Closing. As used in this Agreement, the term "IPO Closing" means the closing of the Company's initial public offering under the Securities Act of 1933, as amended.
Effectiveness of Certain Provisions. Section 4 of the Agreement (entitled “Limitation on Transfer of Membership Units; Permissible Assignments; Termination of Employment”) and all references to the “Operating Agreement” in the Agreement (including, without limitation, in Sections 7.1(a), 8 and 11) shall cease to be of any force or effect.
Effectiveness of Certain Provisions. Section 4 of the Agreement (entitled “LLC Agreements”); Section 5 of the Agreement (entitled “Representations by Participant”); Section 6 of the Agreement (entitled “Restrictions on Transferability”) and all references to the “Management LLC Agreement” and the “TJ Chemical LLC Agreement” in the Agreement (including, without limitation in Section 15), shall cease to be of any force or effect.
Effectiveness of Certain Provisions. The Parties acknowledge and agree that the provisions in Sections 1.4, 2.1, 2.2, 2.6, 2.7 and 3.4 of this Agreement relating to the Cohocton TSA, the Cohocton Warranty, the Milford TSA, the Milford Warranty, the Sheffield TSA and the Sheffield Warranty, as applicable, require the consent of lenders to the applicable First Wind entities and that such provisions shall not become effective until such consents are obtained. First Wind shall notify Clipper when the consent of such lenders has been granted. For the avoidance of doubt, nothing in this Section 3.6 shall limit the effectiveness of Sections 1.1 (d), 1.3 (c) and 1.3 (d) to this Agreement.
Effectiveness of Certain Provisions. The provisions of this Agreement relating to the Persons who will be admitted as limited partners in the Partnership in connection with the transactions contemplated by the Contribution Agreement shall not be effective with respect to each such Person until consummation of the transactions contemplated by the Contribution Agreement and admission of such Person as a limited partner of the Partnership which admission shall occur without any further action of any Person upon such consummation.
Effectiveness of Certain Provisions. The provisions of Article III, IV, V, VI, VII, VIII and IX shall not become effective until the date that AmerUs Life becomes a wholly-owned Subsidiary of the Company.
Effectiveness of Certain Provisions. The provisions of Section 1A and Section 1B shall cease to be effective so long as the Company is subject to the reporting requirements of the Securities Exchange Act and continues to comply with such requirements. The provisions of Section 1C and Section 1D shall cease to be effective upon the earliest to occur of (i) the date the Company is subject to the reporting requirements of the Securities Exchange Act, (ii) the acquisition of the Company in a transaction in which the shareholders of the Company immediately prior to such transaction hold less than a majority of the voting securities of the surviving entity immediately after such transaction and (iii) any other transaction resulting in a change of control of the Company. * * * * *
Effectiveness of Certain Provisions. With respect to each Spinco, notwithstanding anything to the contrary contained in this Agreement:
(i) the provisions of Sections 3, 5, 6 and 9(c) (the “Delayed Effectiveness Provisions”), to the extent related to the parties’ rights and obligation in respect of such Spinco, shall become effective only if the Spinoff of such Spinco is effected in the form of a Single-Tier Spinoff, and in such case, shall become effective upon the Spinoff Date of such Spinco; and
(ii) in the event, and upon the earliest to occur, of (x) the Spinoff of such Spinco effected in a form other than a Single-Tier Spinoff, (y) the public announcement by IAC of the abandonment of the Spinoff of such Spinco and (z) if the Delayed Effectiveness Provisions have not previously become effective pursuant to Section 10(c)(i), the End Date, the Delayed Effectiveness Provisions, to the extent related to such Spinco, shall terminate and shall thereafter not become effective.
