Effectiveness Conditions definition

Effectiveness Conditions has the meaning set forth in Section 18.1.1 herein.

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Effectiveness Conditions means (a) both Parties have executed the Modification Agreement and (b) Monogram has raised at least $5,000,000 in equity capital through the issuance of common stock or preferred stock on or before October 19, 2019 (excluding, for clarity, amounts raised through the issuance of debt, whether or not convertible, or amounts converted upon conversion of convertible debt or similar convertible instruments) (the “Financing Condition”).

Effectiveness Conditions means, subject to Section 3(b) hereof, (i) the receipt by Agent of each of the items described in Section 3 hereof, in each case in form, scope and substance satisfactory to Agent and written confirmation thereof by Agent pursuant to Section 3(b) hereof, (ii) the execution and delivery by Borrower in favor of the Guarantors of the "Litigation Warrants" referred to and as defined in the Series A Preferred Stock Documents and written confirmation thereof and of receipt of the Litigation Warrant Opinion by Guarantors pursuant to Section 3(b) hereof and (iii) the issuance of the Litigation L/C.

Examples of Effectiveness Conditions in a sentence

• Upon the occurrence of the Effectiveness Conditions, this Agreement shall become fully effective as if executed and delivered as of such date.

• If the Effectiveness Conditions are not satisfied or waived prior to September 1, 2010 as evidenced by the Parties’ execution of the Effective Date Communication prior to such date, then this Agreement may be automatically terminated by any Party on such date pursuant to this Section 18.1.1 and no Party shall have any further obligation under this Agreement except for any such obligation hereunder that is intended to survive the termination of this Agreement.

• This Agreement shall be of no force or effect unless and until the Effectiveness Conditions are satisfied, such that unless and until the Effectiveness Conditions are satisfied, the Agreement to Agree shall remain in effect without amendment or modification.

• AMAG may terminate this Agreement in its entirety upon ten (10) days prior written notice to Palatin if any of the Effectiveness Conditions have not been satisfied within one hundred twenty (120) days following the Execution Date.

• Each of the Parties covenants and agrees with each other Party to act in good faith and use its best efforts to work diligently to satisfy of all of the Effectiveness Conditions and thereafter execute and deliver the Effective Date Communication at the earliest practicable date.

• Upon satisfaction of the Effectiveness Conditions (including Pro-Dex’s confirmation in its reasonable discretion of Monogram’s satisfaction of the Financing Condition), this Agreement shall immediately, and without any further action of the Parties, come into force and the Agreement to Agree shall terminate in its entirety and be of no further force or effect.

• The provisions of Section 18.1.1(ii), (iii) and (iv), to the extent applicable, and any other provisions hereof referenced therein or otherwise necessary to the interpretation of any such provisions, shall survive any termination of this Agreement as a result of the failure of the Effectiveness Conditions to be satisfied or waived prior to September 1, 2010.

• It has all necessary authority and has taken all necessary action to enter into this Agreement, and subject to the satisfaction or waiver of the Effectiveness Conditions, on the Effective Date, to consummate the transactions contemplated hereby and to perform its obligations hereunder.

• Upon satisfaction of the Effectiveness Conditions set forth above, Lender shall be deemed to have waived the Existing Default, provided that Lender's waiver shall not be deemed to be a waiver of any subsequent Default or Events of Default or a waiver of any other Defaults or Events of Default, which may have occurred, but are not specifically referred to, herein.

• Upon Agent's delivery of such confirmation and the issuance of the Litigation L/C, and notwithstanding anything herein or any fact to the contrary, the Effectiveness Conditions shall, for all purposes of this Guaranty, be deemed to have been satisfied and the Effective Date shall be deemed to have occurred.

More Definitions of Effectiveness Conditions

Effectiveness Conditions. Lender's undertakings hereunder are subject to satisfactory completion, as determined by Lender in its sole discretion, (all documents to be in form and substance satisfactory to Lender) and its counsel of the following conditions ("Effectiveness Conditions"): a. Execution and delivery by Borrowers of this Agreement and any other agreements, instruments and documents as Lender reasonably deems necessary to effectuate the transactions contemplated herein; b. Delivery by Borrowers of corporate actions authorizing the execution and delivery of this Agreement and performance of the transactions contemplated hereby; c. Lender shall have obtained (at Borrowers' expense) updated UCC, tax and judgment searches confirming Lender's first priority security interest in the Collateral. d. Within five (5) days after the date of this Agreement, Borrowers shall have retained a consultant, acceptable to Lender, in its sole discretion, to provide financial and strategic advice, to validate Borrowers' projections, and to analyze, inter alia, the viability of each Borrower's business, profitability, ability to meet its current and long term obligations to the federal and state governments, on capital lease obligations and with respect to notes payable, the effect on the business, properties, assets, financial condition, results of operations or prospects of each Borrower of any monetary or non-monetary obligations resulting from the Year 2000 Problem, and the effect on each Borrower of the scheduled bank amortization under the terms and conditions of the proposed Spin-Off. Any final written report provided to Borrowers by such consultant should at the same time be provided to Lender. e. Borrowers shall have paid to Lender a $50,000 forbearance fee. f. The HC Borrowers shall have a positive availability of not less than $500,000 under the Borrowing Base for the Home Healthcare Group Revolving Credit. g. Execution and delivery by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ of a management support agreement and fraud guarantee, each in favor of and in form and substance acceptable to Lender

Effectiveness Conditions. The grant of the Option set forth herein shall be conditional on the satisfaction of the following conditions:

Effectiveness Conditions means the conditions to the effectiveness of the Proposed Amendments and the acceptance of any Notes validly offered for exchange pursuant to the Offer, being:

Effectiveness Conditions means the following conditions: (i) the Company shall pay all interest accrued but unpaid on the Note through and including the date of payment and (ii) the Company shall pay Holder the full amount of the Origination Fee.