Initial Funding Date Clause Samples
Initial Funding Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:
(a) [Reserved].
(b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the Administrative Agent shall have received a Guarantee from WestRock in form and substance reasonably acceptable to the Administrative Agent (and in any event including an automatic release of such Guarantee upon consummation of the Spin-Off).
(c) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date.
(d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), (i) Consolidated Total Debt in clause (a) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA in clause (b) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding Date.
(e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ and (ii) other local counsel reasonably requested by the Administrative Agent.
(f) The Administrative Agent shall have received...
Initial Funding Date. The obligation of each UST Tranche A Term Lender to make the UST Tranche A Term Loans on the Initial Funding Date shall be subject to the occurrence of the Effective Date and satisfaction (or waiver pursuant to Article 9) of the following conditions precedent:
(a) Each Lender that has requested a Term Note at least two Business Days in advance of the Effective Date shall have received such Term Note executed by the Borrower in favor of such Lender, properly executed by each Responsible Officer of the Borrower, dated as of the Effective Date.
(b) The Administrative Agent and the Required Lenders shall have received, on behalf of themselves, the Collateral Agent and the Lenders, an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(b), in each case, dated the Initial Funding Date and addressed to the Administrative Agent, the Collateral Agent and the Lenders and in customary form and substance, and the Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent and the Required Lenders shall have received (i) a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (to the extent applicable) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Initial Funding Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Initial Funding Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization or certif...
Initial Funding Date. The obligation of each Lender to make a Credit Extension on the Initial Funding Date is subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions on or before the Initial Funding Date:
Initial Funding Date. The obligations of the Lenders to extend Loans in respect of the Interim Loan Commitments on the Initial Funding Date are subject to the satisfaction of the following conditions precedent on or before such date:
Initial Funding Date. (a) On the Initial Funding Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents to be executed and delivered by the parties hereto and thereto, the Lender hereby agrees to make the Initial Loan of $4,000,000, less the $160,000 Origination Fee and the Company hereby agrees to issue to the Lender the Initial Note in $5,300,000 Original Principal Amount, and the Lender hereby agrees to accept from the Company the Initial Note.
(b) On the Initial Funding Date, the Lender shall deliver to the Company and to the Existing Senior Lenders, via wire transfer, of immediately available funds, an amount equal to approximately $3,790,000, representing the Initial Funding Amount set forth in the Flow of Funds Agreement.
(c) The Company, the Subsidiaries and the Loan Parties Bank shall deliver to the Lender such Initial Note and other Transaction Documents to be delivered as of the Initial Funding Date and the Lender shall deliver the other items set forth in Section 2.02 deliverable at the Closing.
(d) Upon satisfaction of the conditions set forth in Sections 2.02 and 2.03, the Initial Funding shall occur at the offices of the Lender’s counsel, or such other location as the parties shall mutually agree or may be closed remotely by electronic delivery of documents.
Initial Funding Date. The obligations of the Lenders to make the initial Loans and of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):
(a) If the Offer Conversion has not occurred, on or prior to the Initial Funding Date, the Administrative Agent shall have received:
(i) a certificate of Bidco signed by a director certifying:
(1) the date on which the Announcement Date occurred (which shall be a date on or prior to the tenth calendar day after the date of this Agreement);
(2) the date on which the Scheme Circular was posted to the shareholders of ClinPhone;
(3) the date that the Court has sanctioned the Scheme and the Capital Reduction relating to the Scheme and that the relevant order of the Court has been duly delivered to the Registrar of Companies in accordance with Section 899(4) of the Companies ▇▇▇ ▇▇▇▇ and has been registered and a certificate of registration from the Register of Companies under section 138(4) of the Companies ▇▇▇ ▇▇▇▇ has been issued in relation to the Capital Reduction relating to the Scheme;
(4) that the conditions applicable to the ClinPhone Acquisition have been satisfied or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Initial Lenders; and
(5) each copy document specified in paragraphs (ii) to (v) below is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the proposed date of the relevant Borrowing;
(ii) a copy of each of the Scheme Documents.
(iii) a copy of the certificate of the Register of Companies confirming registration of the order of the Court sanctioning the Scheme and a copy of that order of the Court; and
(iv) a copy of the certificate of registration from the Registrar of Companies under section 138(4) of the Companies ▇▇▇ ▇▇▇▇ and a copy of the order of the Court and minute which is the subject of that certificate.
(v) evidence that all necessary regulatory and competition authority approvals for the ClinPhone Acquisition have been obtained.
(b) If the Offer Conversion has occurred, prior to or on the Initial Funding Date, the Administrative Agent shall have received:
(i) a certificate of Bidco signed by a director certifying:
(1) the date on which the Announcement Date occurred;
(2) the date on which the Takeover Offer Document was posted to the shareholders o...
Initial Funding Date. On or before the Closing Date, the Borrower shall cause all conditions set forth in Section 3.2 to be fulfilled.
Initial Funding Date. The date, on or after the Closing Date, and on which the Initial Term Loan under this Agreement is requested by the Borrower and made by the Lenders to the Borrower.
Initial Funding Date. In the event the Initial Funding Date shall not have occurred on or before April 30, 2010, pay (on or before April 30, 2010) any and all accrued and unpaid fees and expenses required to be paid under this Agreement or the Commitment Letter through such date.
Initial Funding Date. (a) On the Initial Funding Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents to be executed and delivered by the parties hereto and thereto, the Lender hereby agrees to make the Initial Loan of $750,000, less the payments reflected in the Flow of Funds Agreement, and the Company hereby agrees to issue to the Lender the Initial Note in $1,012,500 Original Principal Amount and the Warrant, and the Lender hereby agrees to accept from the Company the Initial Note and the Warrant.” 9. “Section 2.04(a) as set forth in the Loan Agreement is hereby deleted and replaced with the following Section 2.04(a):