Delayed Effectiveness Sample Clauses

Delayed Effectiveness. The Purchaser agrees that, notwithstanding any other provision of this Agreement, the Purchaser shall have no rights hereunder, and the Company shall have no obligations hereunder, until the Class Certificate Principal Balance of the Class B5 Certificates has been reduced to zero and any Special Servicing and Collateral Fund Agreement between the Company and the Purchaser relating to such Class B5 Certificates has been terminated.]
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Delayed Effectiveness. The Company and each Investor, severally but not jointly, agree that such Investor will suffer damages if the Company fails to fulfill its obligations pursuant to Section 3.10(a) and 3.10(b) hereof and that it would not be possible to ascertain the extent of such damages with precision. Accordingly, the Company hereby agrees to pay liquidated damages (“Liquidated Damages”) to each Investor under the following circumstances: (i) if the Registration Statement is not filed on or before December 12, 2005 (such an event, a “Filing Default”); (ii) if the Registration Statement is not declared effective by the SEC on or prior to Required Effective Date (unless extended pursuant to the penultimate paragraph of Section 3.10(b) (the “Effectiveness Deadline”) (such an event, an “Effectiveness Default”); or (iii) if the Registration Statement (after its effectiveness date) ceases to be effective and available to such Investor for any continuous period that exceeds 30 days or for one or more periods that exceed in the aggregate 60 days in any 12-month period (such an event, a “Suspension Default” and together with a Filing Default and an Effectiveness Default, a “Registration Default”). In the event of a Registration Default, the Company shall as Liquidated Damages pay to such Investor, for each 30-day period of a Registration Default, an amount in cash equal to 1% of the aggregate purchase price paid by the Investor pursuant to this Agreement; provided that in no event shall the aggregate amount of cash to be paid as Liquidated Damages pursuant to this Section 3.10(d) exceed 9% of the aggregate purchase price paid by such Investor (including, the Liquidated Damages for the period from April 1, 2005 through and including August 31, 2005 occurring prior to the amendment of this Section 3.10 on September 28, 2005). The parties hereto agree that no Liquidated Damages shall accrue from the period September 1, 2005 through the Filing Date. The Company shall pay the Liquidated Damages as follows: (i) in connection with a Filing Default, on the business day following the Filing Default, and each 30th day thereafter until the Registration Statement has been filed with the SEC; (ii) in connection with an Effectiveness Default, on the business day following the Effectiveness Deadline, and each 30th day thereafter until the Registration Statement is declared effective by the SEC; or (ii) in connection with a Suspension Default, on either (x) the 31st consecutive day of any Suspen...
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Delayed Effectiveness. The Company may terminate this Agreement upon one Trading Day's notice if the SEC shall fail to declare the effectiveness of the Registration Statement within 90 days from the effective date of this Agreement. In such event, the Purchaser shall be entitled to retain the Initial Warrants and the neither party shall have any further rights or obligations hereunder.
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Delayed Effectiveness. This Amendment shall automatically become effective as of January 31, 2013 (the “Amendment No. 1 Effective Date”), without any further action being required of any party to the Credit Agreement. The Lenders and the Administrative Agent acknowledge and agree that the Credit Parties have relied upon the inevitable effectiveness of this Amendment as a material inducement to enter into the Credit Agreement. Prior to the Amendment No. 1 Effective Date, this Amendment is coupled with an interest, irrevocable and may not be amended or modified except by a written instrument signed by the Credit Parties and Required Lenders.
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Delayed Effectiveness. Notwithstanding any other provision hereof, if an exchange of any IWCH Notes pursuant to Section 2 is to be made in connection with a Liquidity Event or any other event specified by Supermajority IWCH Noteholders, then the exchange of such Notes may, at the election of Supermajority IWCH Noteholders, be conditioned upon the consummation of such Liquidity Event or other event, in which case such exchange will not be deemed to be effective unless of such Liquidity Event or other event occurs.
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Delayed Effectiveness. No Key Holder who is a party to the Prior Agreement (each a “Prior Party”) shall be required pursuant to this Agreement to take any action, including without limitation to vote any Key Holder Shares, in a manner inconsistent with the terms and conditions of the Prior Agreement. This Agreement shall not be effective with respect to any Prior Party and shall not constitute a proxy, power of attorney, a voting trust or other agreement prohibited by Section 4.2 of the Prior Agreement with respect to any Prior Party or such Prior Party’s Key Holder Securities until such restrictive provisions of Section 4.2 of the Prior Agreement are terminated or waived with respect to such Prior Party or such Prior Party’s Key Holder Securities.
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Delayed Effectiveness. Notwithstanding any other provision contained herein, the effectiveness of this Agreement is contingent upon Buyer obtaining all necessary approvals of the governmental bodies with jurisdiction over the matters set forth herein, including without limitation any applicable referral process.
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Related to Delayed Effectiveness

  • Continued Effectiveness The Company shall use its reasonable best efforts to keep any Shelf Registration Statement filed pursuant to Section 2.02(a) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Institutional Investors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 2.02(d), the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 2.02(d) or (y) required by applicable law, rule or regulation.

  • 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.

  • Integration; Effectiveness This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

  • 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:

  • Effectiveness This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

  • Term and Effectiveness This Agreement shall become effective as of the first date written above. Once effective, this Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive one-year periods; provided that such continuance is specifically approved at least annually by: (i) the vote of the Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors, in accordance with the requirements of the 1940 Act.

  • 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.

  • Filing and Effectiveness The Merger shall become effective when the following actions shall have been completed:

  • Notice of Effectiveness Within two (2) Business Days after the Registration Statement which includes the Registrable Securities is ordered effective by the Commission, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are included in such Registration Statement) confirmation that the Registration Statement has been declared effective by the Commission in the form attached hereto as Exhibit B.

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