Effective date clause samples

“ADJUSTED FOR INFLATION” means an amount adjusted for inflation by being increased on each anniversary of the Opening Date by the lesser of (i) Three percent (3%) or (ii) an adjustment based upon the “Inflation Index” (as defined below). The amount of the adjustment under (ii) shall be determined by multiplying the amount which is the subject of the escalation by a fraction the denominator of which is the “Inflation Index” for the month from which such adjustment shall be made (the “BASE MONTH”), and the numerator of which is the “Inflation Index” for the month immediately prior to the month in which the adjustment for inflation shall be made (the “ADJUSTMENT MONTH”), provided that if the Inflation Index for the Base Month is less than the Inflation Index for the Adjustment Month, the amount to be adjusted will be multiplied by one (1) for purposes of making calculations hereunder. In the event an amount is to be Adjusted for Inflation and there is no reference to the Base Month, the Base Month shall be the month that includes the Effective Date. For purposes of this paragraph, the Inflation Index shall mean the U.S. City Average Price Index for All Urban Consumers for All Items (Base Year 1982 - 1984) as published by the United States Department of Labor, Bureau of Labor Statistics; provided that if such index is discontinued or is unavailable, then the parties will substitute therefor a comparable index for use in calculating changes in the cost of living or purchasing power of consumers published by any other governmental agency, major bank, financial institution or university or by another recognized financial publication, with such adjustments as shall be reasonably necessary to produce substantially the same results as would have been obtained under the unavailable index.

14.1Term.The Plan has been adopted by the Board and shall become effective as of the Effective Date.The term of the Plan will be ten years from the date of adoption by the Board, subject to Section 14.2 hereof.No Awards will be granted under the Existing Plan on or after the Effective Date, except that outstanding Awards granted under the Existing Plan will continue unaffected from and after the Effective Date.

2Percentage to be adjusted by the counterparties to take into account any payments or prepayments made between the Date of Assignment and the Effective Date. 2List the applicable facility.

(e)the Borrower shall have paid a consent fee to the Administrative Agent, for the ratable account of each Applicable Lender (as defined below), equal to 0.05% of the sum of (i) the aggregate amount of the Term Loans of such Applicable Lender and (ii) the aggregate amount of the Revolving Credit Commitment of such Applicable Lender, in each case, as of the Sixth Amendment Effective Date. “Applicable Lender” shall mean each Lender that has delivered its fully executed signature page hereto to the Administrative Agent in accordance with this Amendment.

OF NOTE: As of October 3, 2015 (“TRID Effective Date”), Clayton commenced testing applicable loans subject to the TRID Effective date against a TRID scope of review that was based on outside counsel’s interpretations of the published regulations as of the TRID Effective Date. Clayton’s scope was commercially reasonable as it relates to a Third Party Review (“TPR”) firms role as TPR conducting an independent third-party pre-securitization due diligence review (“Initial TRID Scope”). The Initial TRID Scope was created with guidance from outside counsel.

In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The standard is effective for interim and annual periods beginning after December15, 2017 for public business entities and after December15, 2018 for other business entities, and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update on the consolidated financial statements.

(k)“Change of Control Public Issuer Conversion Price” shall equal (A)if information regarding such proposed Change of Control has been widely-disseminated for at least twenty Business Days prior to the Change of Control Effective Date, based on the average of the VWAP for such Qualified Issuer Publicly Traded Shares for each Trading Day during the five (5)Trading Day period ending on the Trading Day immediately preceding the Change of Control Effective Date, and (B)if information regarding such proposed Change of Control has not been widely-disseminated for at least twenty Business Days prior to the Change of Control Effective Date, based on the average of the VWAP for such Qualified Issuer Publicly Traded Shares for each Trading Day during the twenty (20)Trading Day period beginning on the First Trading Day after the Change of Control Effective Date. Information regarding a proposed Change of Control shall be deemed to have been widely-disseminated if such information has been filed on the SEC’s EDGAR system.

(c)In the case of Section4(b)(i), in a Public Issuer Change of Control transaction in which common stock of the Issuer is converted into any two or more of (x)Public Issuer Publicly Traded Shares, (y)cash and/or (z)property other than cash (which shall be valued at such property’s fair market value as reasonably determined in good faith by the Issuer’s board of directors or a committee thereof), the Holder shall be paid in part cash, part property other than cash and part Public Issuer Publicly Traded Shares, in each case, with the percentage of cash and/or property other than cash of the Change of Control Public Issuer Conversion Amount being determined on a proportionate basis determined by comparing the aggregate cash and/or property other than cash received by holders of common stock of the Issuer to the aggregate value of Public Issuer Publicly Traded Shares received by holders of common stock of the Issuer, based on the average VWAP for such Public Issuer Publicly Traded Shares for each Trading Day during the five (5)Trading Day period ending the day before the Change of Control Effective Date. The remainder of the Change of Control Public Issuer Conversion Amount will be paid in Public Issuer Publicly Traded Shares in accordance with the definition of Change of Control Public Issuer Conversion Amount.

Section3.11 ERISA. (a)Schedule 3.11 to the Disclosure Letter sets forth each Plan as of the Effective Date. Each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where any failure to comply could not reasonably be expected to result in a Material Adverse Effect. Each Plan (and each related trust, if any) which is intended to be qualified under Section401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, other than as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

“2018 Refinancing Term Loan” means each Term Loan made or deemed to be made by each 2018 Refinancing Term Lender to the Borrower on the Amendment No.1 Effective Date. As of the Amendment No.1 Effective Date, the aggregate amount of 2018 Refinancing Term Loans is $1,132,750,000.00.

b. Upon the Effective Date, by virtue of the Continuance and without any further action on the part of the Company or its stockholders, the Resulting Company shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the Company existing immediately prior to the Effective Date. Upon the Effective Date, by virtue of the Continuance and without any further action on the part of the Company or its stockholders, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the Company existing immediately prior to the Effective Date, and all property, real, personal and mixed, and all debts due to the Company existing immediately prior to the Effective Date, as well as all other things and causes of action belonging to the Company existing immediately prior to the Effective Date, shall remain vested in the Resulting Company and shall be the property of the Resulting Company and the title to any real property vested by deed or otherwise in the Company existing immediately prior to the Effective Date shall not revert or be in any way impaired by reason of the Continuance; but all rights of creditors and all liens upon any property of the Company existing immediately prior to the Effective Date shall be preserved unimpaired, and all debts, liabilities and duties of the Company existing immediately prior to the Effective Date shall remain attached to the Resulting Company upon the Effective Date, and may be enforced against the Resulting Company to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Resulting Company in its capacity as a corporation of the State of Delaware. The rights, privileges, powers and interests in property of the Company existing immediately prior to the Effective Date, as well as the debts, liabilities and duties of the Company existing immediately prior to the Effective Date, shall not be deemed, as a consequence of the Continuance, to have been transferred to the Resulting Company upon the Effective Date for any purpose of the laws of the State of Delaware.

4. Effective Date. The Continuance shall become effective upon the filing of the Delaware Certificate of Conversion and the Delaware Charter with the Secretary of State of the State of Delaware (the time of the effectiveness of the Continuance, the “Effective Date”).

(e) If any Term Commitments or Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) and the final allocations of such additional Commitments. The Administrative Agent shall promptly notify the Borrower and the lenders providing such Incremental Facility of the final allocation thereof and the Incremental Effective Date. As a condition precedent to such addition, before and after giving effect to such increase, (i) (A) the representations and warranties contained in Article 5 and the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and (B) no Event of Default shall exist after giving effect to such addition; provided that notwithstanding anything to the contrary in this Section 2.16 or in any other provisions of any Loan Document, if the proceeds of any Incremental Facility are intended to be applied to finance a Limited Condition Transaction, at the option of the Borrower, (1) the conditions to the Incremental Effective Date shall be subject to the LCT Provisions, (2) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Effective Date shall be the Specified Representations and (3) no Specified Event of Default shall exist on the Incremental Effective Date).

SECTION 4.        Fees. The Borrower agrees to pay (or cause to be paid) on the First Amendment Effective Date to each First Amendment Incremental Term Loan Lender, as fee compensation for the funding of such First Amendment Incremental Term Loan Lender’s First Amendment Incremental Term Loan on the First Amendment Effective Date, an upfront fee (or original issue discount) (the “Upfront Fee”) in an amount equal to 3.00% of the stated principal amount of such First Amendment Incremental Term Loan Lender’s First Amendment Incremental Term Loan funded on the First Amendment Effective Date. Such Upfront Fee (i) will be in all respects (x) fully earned, due and payable on, and subject to, the First Amendment Effective Date and (y) non-refundable and non-creditable thereafter and (ii) shall be netted against the First Amendment Incremental Term Loan made by such First Amendment Incremental Term Loan Lender to the Borrower.

(a)         Except as expressly provided herein, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to consent to any action requiring consent under any other provisions of the Credit Agreement or any other Loan Document or the same subsection for any other date or time period. Upon the effectiveness of the amendments set forth herein, on and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “the Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby on the First Amendment Effective Date. This Amendment shall not constitute a novation of the Credit Agreement or any of the Loan Documents.

(i)            the Administrative Agent shall have received a Loan Notice relating to the Borrowing of the Third Amendment Incremental Term Loans on the Third Amendment Effective Date. Each Party to this Amendment hereby agrees that the amendments set forth in Section 2 hereof shall be effective immediately prior to the effectiveness of the amendments set forth in Section 3 hereof and the making of the Third Amendment Incremental Term Loans.

Effective April 30, 2010, Viveve, Inc. entered into a Supply Agreement (the “Supply Agreement”) with Solta Medical, Inc. (“Solta”), pursuant to which Solta agreed to sell to Viveve, Inc. the cryogen cooling method and coupling fluid that Solta uses with its ThermaCool® System (“TC3 System”) for use with our compatible radio frequency medical device for the purpose of conducting our initial clinical trials. The applicable term of the Supply Agreement is the later of the period through completion of our initial clinical trials or six months following the effective date. On October 14, 2010, the parties amended the term of the Supply Agreement to remain in effect for so long as Solta supports its TC3 System. In the event that Solta discontinues support of its TC3 System and terminates the Supply Agreement, Solta agrees to (i) provide us with information for Solta’s cryogen supplier, (ii) permit us to make any arrangement with such supplier for a continued supply of cryogen and (iii) grant us a royalty free, non-exclusive perpetual license under any Solta intellectual property directed to the design of the cryogen container in the field of treating vaginal tissue.

On adoption, the Company will recognize operating lease assets and liabilities of approximately $0.9 billion to $1.1 billion. As of the effective date, the Company will derecognize build-to-suit lease assets of approximately $340 million and corresponding financing obligations of approximately $296 million for assets under construction as of the effective date. Leases related to assets under construction at adoption expect to result in a further recognition of approximately $0.4 billion to $0.5 billion ROU assets and lease liabilities when the leases commence in early 2019.

15.1. Adoption and Stockholder Approval. The Plan will come into existence on the date the Plan is adopted by the Board (the “Adoption Date”); provided, however, no Award may be granted prior to the Effective Date. In addition, no Option or SAR may be exercised, and no other type of Award may be granted, unless and until the Plan has been approved by the stockholders of the Company, which approval will be within twelve (12)months after the Adoption Date.

1.2.Effective Date. The Plan is effective as of the IPO Date.

3.3 Updates to the Services. Google may update the Services as long as (a)the updates are applied generally to Google’s similarly-situated customers and do not discriminate against Customer with respect to any changes to or operation of the Services (including Technical Support Services) or the Content; and (b)the Services and Content materially conform to the Services Description (as defined in the applicable Service Addendum) that was in effect on the applicable Service Addendum’s effective date. Google will notify Customer of material updates to the Services if Customer has subscribed at google.com/enterprise/portal to receive notices.

(F) If any Term Loan is prepaid in accordance with subclauses (B)through (D) above, such Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. Such Borrower shall make such prepayment to the Auction Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 11:00 a.m., New York City time, on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the relevant tranche of Term Loans on a pro rata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Section2.11(a)(ii) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate principal amount of the tranches and installments of the relevant Term Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment.

Each Borrower hereby appoints each of Holdings and Intermediate Holdings as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including the giving and receipt of notices, it being understood that the Borrowers will receive the proceeds of the initial Loans on the Effective Date. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by a Borrower shall be valid and effective if given or taken by Holdings or Intermediate Holdings, whether or not any Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Holdings or Intermediate Holdings in accordance with the terms of this Agreement shall be deemed to have been delivered to the Borrowers.

SECTION 2.02. Effect of Amendment. (a)Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Second Incremental Term Facility Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.

(c) Each Lender, by delivering its signature page to this Amendment and funding, or converting its Original Term Loans into, Term B Loans on the First Refinancing Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Classof Lenders on the First Refinancing Amendment Effective Date. The commitments of the Term B Lenders are several, and no Term B Lender shall be responsible for any other Term B Lender’s failure to make Term B Loans.

(a) Pursuant to Section2.21 of the Credit Agreement, each of the 2018 Revolving Lenders shall have a 2018 Revolving Credit Commitment in the amount set forth opposite such 2018 Revolving Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to make Revolving Loans to the Borrowers as described in Section2.01 of the Amended Credit Agreement, with such 2018 Revolving Credit Commitments having the terms set forth in the Amended Credit Agreement. On the Amendment No.5 Effective Date, the 2018 Revolving Credit Commitments will replace the Original Revolving Commitments. The Borrowers shall prepay in full the outstanding principal amount of any Revolving Loans outstanding immediately prior to the Amendment No.5 Effective Date, together with all accrued and unpaid interest thereon and all accrued and unpaid fees in respect of the Revolving Commitments and Letters of Credit outstanding immediately prior to the Amendment No.5 Effective Date. Any Letters of Credit outstanding immediately prior to the Amendment No.5 Effective Date shall be deemed to be issued under the 2018 Revolving Credit Commitments.

(d) Subject to the terms and conditions set forth herein and in Amendment No.5, each Rollover Original Term Lender severally agrees to exchange its Exchanged Original Term Loans for a like principal amount of Term B-1 Loans on the Effective Date. Subject to the terms and conditions set forth herein and in Amendment No.5, each Additional Term B-1 Lender severally agrees to make an Additional Term B-1 Loan (which shall be considered an increase to (and part of) the Term B-1 Loans) to the Borrowers on the Effective Date in the principal amount equal to its Additional Term B-1 Commitment on the Effective Date. The Borrowers shall prepay the Non-Exchanged Original Term Loans with a like amount of the gross proceeds of the Additional Term B-1 Loans, concurrently with the receipt thereof. The Borrowers shall pay to the Original Term Lenders immediately prior to the effectiveness of Amendment No.5 all accrued and unpaid interest on the Original Term Loans to, but not including, the Effective Date on such Effective Date. The Term B-1 Loans shall have the terms set forth in this Agreement and Loan Documents, including as modified by Amendment No.5; it being understood that the Term B-1 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Loan Documents. As provided in 2.07(a) and subject to the terms hereof, the Borrowers may elect that the Term B-1 Loans comprising the Borrowing hereunder of Term B-1 Loans be either ABR Loans or Eurocurrency Loans.

(a) Unless previously terminated, the Term B-1 Loan Commitments, Additional Term B-1 Commitments and Incremental Term B-1 Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Maturity Date.

Each Borrower hereby appoints each of Holdings and Intermediate Holdings as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including the giving and receipt of notices, it being understood that the Borrowers will receive the proceeds of the initial Loans on the Effective Date. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by a Borrower shall be valid and effective if given or taken by Holdings or Intermediate Holdings, whether or not any other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Holdings or Intermediate Holdings in accordance with the terms of this Agreement shall be deemed to have been delivered to all of the Borrowers.

(a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, Septemberand Decemberof each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

saleable value of the property of Holdings, the Borrower and its Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c)Holdings, the Borrower and its Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (d)Holdings, the Borrower and its Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Effective Date. For purposes of this Section3.14, the amount of any contingent liability at any time shall be computed as the amount that, in the light of all of the facts and circumstances existing at such time, represents the amount that could reasonably be expected to become an actual or matured liability.

generally accepted financial practice based on an assumed life to maturity of the lesser of four years and the tenor of such Term Loans or other Indebtedness), but excluding the effect of any amendment or similar fees and any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all Lenders or holders thereof) on the Term Loans incurred on or prior to the Second Amendment Effective Date as so refinanced, repaid, prepaid or repriced that is less than the Applicable Rate for, or weighted average yield (to be determined on the same basis) of, such Term Loans determined immediately prior to such refinancing, repayment, prepayment or repricing. For purposes of this definition, the amount of the upfront or similar fees or OID for each Term Loan incurred on or prior to the Second Amendment Effective Date (irrespective of the actual amount thereof, in the case of Term Loans incurred prior to the Second Amendment Effective Date) shall be deemed to be the amount thereof in respect of the Term Loans incurred on the Second Amendment Effective Date. For the avoidance of doubt, the transactions contemplated by the Second Amendment shall not constitute a Refinancing/Repricing Transaction.

(a) Schedule 5.15 sets forth a complete and correct list of all outstanding Debt of the Obligated Parties as of the Effective Date. As of the Effective Date, no Obligated Party is in default in the payment of any principal or interest on any Debt of any such Obligated Party and no event or condition exists with respect to any Debt of any Obligated Party that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment.