Requirement to Keep Effective Sample Clauses

Requirement to Keep Effective. Subject to Section 5.9(k), the ----------------------------- Buyer shall use its reasonable best efforts to cause the Resale S-1 Registration Statement to remain effective until the first to occur of (i) the one year anniversary of the Closing Date of the Merger or (ii) the date by which all Registrable Securities are sold.
Sample 1
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Requirement to Keep Effective. Acquiror shall use its best ----------------------------- commercial efforts to cause such registration statement to remain effective, subject to Section 1.3(c), until the first to occur of (1) the second anniversary of the effective date of the Registration Statement, (2) the date by which all Registrable Securities included therein are sold or (3) the date all Holders are eligible to sell all such Holder's Registrable Securities in any three month period pursuant to Rule 144 (or such successor rule as may be adopted).
Sample 1
Requirement to Keep Effective. The Company shall use its ----------------------------- best commercial efforts to cause the Resale S-1 Registration Statement to remain effective until the first to occur of (1) February 28, 2001 or (2) the date by which all Registrable Securities included therein are sold.
Sample 1
Requirement to Keep Effective. The Company shall, subject to (f) below, use its reasonable efforts to keep any registration statement continuously effective until the first to occur of (i) the third anniversary of the effective date of such registration statement, or (ii) the date all Participating Noteholders (i.e., those Noteholders who are identified as selling shareholders under a particular registration statement filed pursuant to the terms of the Third Amended and Restated Note) are eligible to sell all of such Participating Noteholder’s Exchange Shares in any three month period pursuant to Rule 144 (or such successor rule as may be adopted by the Commission).
Sample 1

Related to Requirement to Keep Effective

  • Termination Effectiveness This Agreement and the Proxy shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 11 or elsewhere in this Agreement shall relieve either party hereto from any liability, or otherwise limit the liability of either party hereto, for any breach of this Agreement. The effectiveness of this Agreement is conditioned upon the execution and delivery of the Merger Agreement by the parties thereto.

  • Confirmation of Effectiveness If reasonably requested by the Investor at any time, the Company shall deliver to the Investor a written confirmation from Company’s counsel of whether or not the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement is currently effective and available to the Company for sale of all of the Registrable Securities.

  • Conditions Subsequent to Effectiveness As an accommodation to the Loan Parties, the Agents and the Lenders have agreed to execute this Agreement and to make the Loans on the Effective Date notwithstanding the failure by the Loan Parties to satisfy the conditions set forth below on or before the Effective Date. In consideration of such accommodation, the Loan Parties agree that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Loan Documents, including, without limitation, those conditions set forth in Section 5.01, the Loan Parties shall satisfy each of the conditions subsequent set forth below on or before the date applicable thereto (it being understood that (i) the failure by the Loan Parties to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (ii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached, the Required Lenders hereby waive such breach for the period from the Effective Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 5.03):

  • Conditions to Effectiveness This Amendment shall become effective as of the date hereof and upon the satisfaction of the following conditions precedent:

  • CONDITIONS TO EFFECTIVENESS AND LENDING SECTION 3.01.

  • Condition of Effectiveness This Amendment shall become effective and be deemed effective as of the date hereof, subject to the satisfaction of the conditions precedent that the Administrative Agent shall have received each of the following:

  • When Effective This Agreement shall become effective only upon the execution and delivery of one or more counterparts of this Agreement by each of the Parent, Merger Sub, the Company and the Shareholders.

  • Failure to Go Effective If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

  • Amendment to Section 3 4. Section 3.4 of the Note is amended to read in its entirety as follows:

  • Amendment to Section 4 07. Section 4.07 of the Indenture is hereby amended and restated in its entirety to read as follows:

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