First Amendment Effective Date Sample Clauses

First Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “First Amendment Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “First Amendment”.

First Amendment Effective Date. The amendments set forth in Article I shall become effective as of the date (the “First Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The Noteholders shall have received evidence reasonably satisfactory to them that the closing of the NYSE Merger Transactions has occurred or will occur substantially concurrently with the occurrence of the First Amendment Effective Date in accordance with the Merger Agreement (as in effect on the Execution Date), without any amendment or modification thereto that, in the reasonable determination of the Required Holders, would be adverse in any material respect to the rights or interests of the Noteholders; (b) The Noteholders shall have received a Subsidiary Guaranty (together with the guaranty provided by New ICE Parent in Section 22 of the Note Purchase Agreement as amended by this First Amendment, the “Guaranties”), duly executed and delivered by NYSE, by which NYSE guarantees all obligations under the Note Purchase Agreement and the Notes (the “Obligations”); (c) The Noteholders shall have received a legal opinion from counsel to the Company, New ICE Parent and NYSE, in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, as counsel to the Required Holders, addressing such matters as ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, as counsel to the Required Holders, may reasonably request; (d) The Noteholders shall have received (i) an unaudited consolidated balance sheet of New ICE Parent and its Subsidiaries as of the last day of the fiscal quarter most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the NYSE Merger Transactions as if such events had occurred on such date and (ii) an unaudited consolidated income statement of New ICE Parent and its Subsidiaries for the period of four fiscal quarters most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the NYSE Merger Transactions as if such events had occurred on the first day of such period, together with an Officer’s Certificate with respect to the period covered by such financial statements, executed by a Senior Financial Officer of New ICE Parent, setting forth the computation of the financial covenants set forth in Sections 10.1 and 10.2 of the Note Purchase Agreement as of the last day of the period covered by such fi...

First Amendment Effective Date. This Amendment, and the amendments and modifications set forth herein, shall be and become effective on the date (the "FIRST AMENDMENT EFFECTIVE DATE") when each of the conditions set forth in this Part shall have been fulfilled to the satisfaction of the Administrative Agent.

First Amendment Effective Date. The First Amendment Effective Date shall have occurred.

First Amendment Effective Date. This First Amendment shall be effective as of the date (the "First Amendment Effective Date") that there shall have been delivered to the Administrative Agent, duly executed by the parties hereto, this First Amendment.

First Amendment Effective Date. This First Amendment shall be effective on the date upon which the conditions precedent set forth in Section 5(a) above are satisfied (the “First Amendment Effective Date”).

First Amendment Effective Date. Subject to Section 6, this First Amendment shall become binding and effective upon the date (such date, the “First Amendment Effective Date”) on which the Administrative Agent shall have received (a) a counterpart signature page of this First Amendment duly executed by the Borrower, (b) a counterpart signature page of this First Amendment duly executed by each Lender under the Existing Credit Agreement, (c) a counterpart signature page of this First Amendment duly executed by each Incremental Term Loan Lender, (d) a counterpart signature page of this First Amendment duly executed by the Collateral Agent and (e) a counterpart signature page of this First Amendment duly executed by the Depositary Bank.

First Amendment Effective Date. This First Amendment shall be effective on the tenth day following final passage by the City Council of the ordinance approving the First Amendment.

First Amendment Effective Date. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent): (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lenders. (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) All fees required to be paid on the First Amendment Effective Date pursuant to that certain Fee Letter, dated as of May 13, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent. (e) On and as of the First Amendment Effective Date the representations and warranties of the Obligors set forth in SECTION 5 hereof shall be true and correct.