Conditions to Commencement. On the Commencement Date, the Company shall deliver irrevocable instructions to its transfer agent to electronically transfer the Commitment Shares to the Investor or its designee(s) as DWAC Shares, not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Commencement Date, which Commitment Shares shall be issued pursuant to the Registration Statement and without any restriction on resale. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Commencement Date, regardless of whether any Fixed Purchases or Forward Purchases are effected hereunder. Simultaneously with the execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver to the Investor (a) the opinions and negative assurances of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto, (b) a certificate from the Company, dated the Commencement Date, in the form of Exhibit D hereto, and (c) a copy of the irrevocable instructions to the transfer agent regarding the Commitment Shares. On or prior to the Commencement Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor’s counsel, the fees and expenses of the Investor’s counsel in accordance with the proviso to the first sentence of Section 9.1 of this Agreement.
Conditions to Commencement. Seller will notify Purchaser of the date when the Facility has achieved the following criteria (the "Commencement Date"), which notice will be accompanied by reasonable documentation evidencing satisfaction or occurrence of each of the following; provided, however, that Seller shall not be precluded from making third-party sales, in accordance with Section 4.5, of its percentage ownership share of Capacity and Energy from the Facility notwithstanding whether any or all of the following criteria have been met in whole or in part:
5.2.1 successful completion of required testing of the Facility has occurred for purposes of financing, project operation, air permitting, Purchaser's planning and reporting, and manufacturers' warranties, including establishment of the initial Demonstrated Capability of the Facility as contemplated in Section 4.1.2;
5.2.2 the Facility has completed four (4) successful start-ups without experiencing any abnormal operating conditions and has generated continuously for a period of not less than sixteen (16) hours while synchronized to the Grid at a net Capacity output of at least ninety percent (90%) of the Demonstrated Capability (adjusted for ambient conditions) without experiencing any abnormal operating conditions;
5.2.3 the Facility is in compliance with the Interconnection Agreement, either is capable of operation in the AGC mode or is capable of responding to manual load change instructions, has achieved initial synchronization with the Grid, and has demonstrated the reliability of its communications systems and communications with the Florida Municipal Power Pool Energy Control Center located in the OUC Pershing Operations Building (or the replacement for such control center if the Customers decide to have their generation control performed at a different location); and
5.2.4 certificates of insurance coverages and/or insurance policies required of Seller have been obtained and submitted to Purchaser as required by Section 28.
Conditions to Commencement. Tenant may not commence any Tenant’s Work in the Building until each of the following conditions have been satisfied:
(a) Landlord has approved the Final Contract Drawings, a copy of which has been executed by Tenant and delivered to Landlord;
(b) All required insurance certificates as specified in this Exhibit D or in the Lease have been furnished Landlord;
(c) All building permits necessary for the commencement of Tenant Improvements have been obtained;
(d) [omitted]
(e) Tenant shall have selected a general contractor for Tenant’s Work that has been approved in writing by Landlord, which approval will not be unreasonably withheld (“Tenant’s GC”).
(f) Tenant shall have entered into a construction contract (“Contract”) with Tenant’s GC, and such Contract has been approved by Landlord, which approval will not be unreasonably withheld, conditioned or delayed; and
(g) Tenant shall have furnished Landlord the following items:
(1) A copy of the executed contract between Tenant and Tenant’s general contractor covering all of Tenant’s obligations under this Exhibit D.
(2) The names, addresses, representatives and telephone numbers of Tenant’s GC and all subcontractors hired by Tenant or Tenant’s GC, to the extent then known (“Tenant’s Contractors”).
(3) [omitted]
(4) [omitted].
(5) A specific job-site safety program, as required by the State of Washington.
Conditions to Commencement. The following shall be conditions to the issue of the Commencement Certificate:
7.1.1 the Secretary of State having received from the DBFO Co notice confirming:
Conditions to Commencement. On the Commencement Date, the Company shall deliver irrevocable instructions to its Transfer Agent to electronically transfer the Commitment Shares to the Investor or its designee(s) as DWAC Shares, not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Commencement Date, which Commitment Shares shall be issued pursuant to the Registration Statement and shall not contain any restrictive legends placed thereon by the Transfer Agent. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Commencement Date, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On or prior to the Commencement Date, the Company shall deliver to the Investor (a) the opinion and negative assurance letter of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto, (b) a certificate from the Company, dated the Commencement Date, in the form of Exhibit C hereto, and (c) a copy of the irrevocable instructions to the Transfer Agent regarding the Commitment Shares. On or prior to the Commencement Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor, the Investor Expense Reimbursement in accordance with Section 9.1, all of which Investor Expense Reimbursement shall be fully earned and non-refundable as of the Commencement Date, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On the Commencement Date, the Investor shall obtain from its own counsel such opinions and negative assurance letters as are customarily delivered to an underwriter in a registered securities offering, and in the forms mutually agreed to by such counsel and the Investor, unless waived by the Investor.
Conditions to Commencement. The Commencement Date is conditioned upon the following conditions:
(a) Permits and Licenses. Receipt by Tenant, within sixty (60) days of the Effective Date, of all permits and licenses necessary for Tenant to construct its improvements. The permits and licenses are to be validly and irrevocably granted on terms and conditions reasonably satisfactory to Tenant and no longer subject to appeal. Landlord agrees to execute any applications or other documents reasonably requested by Tenant in order to obtain the permits and licenses. Tenant will defend, indemnify and hold Landlord harmless from all claims and liabilities arising from Landlord's execution of the documents. Tenant will proceed with its best efforts to secure the permits and licenses as soon as possible following the Effective Date, at Tenant's sole cost and expense.
Conditions to Commencement. No later than the CS Conditions Date the DBFO Co shall provide to the Secretary of State:
Conditions to Commencement. On the Closing Date, simultaneously with the execution of this Agreement, the Company shall issue the Commitment Note to the Investor or its designee(s). For the avoidance of doubt, the Commitment Note and all of the Note Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases, any VWAP Purchases or any Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On or prior to the Closing Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor, the Investor Expense Reimbursement in accordance with Section 9.1, all of which Investor Expense Reimbursement shall be fully earned and non-refundable as of the Closing Date, regardless of whether any Fixed Purchases, any VWAP Purchases or any Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On the Commencement Date, the Company shall deliver to the Investor (a) the opinions and negative assurances of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto, (b) a certificate from the Company, dated the Commencement Date, in the form of Exhibit G hereto.
Conditions to Commencement. 3.2.1 The obligation of Microsoft to commence the Offer shall be subject to (i) the satisfaction or waiver of conditions 3.1.5, 3.1.6, 3.1.7, 3.1.8, and 3.1.11
Conditions to Commencement. The Term shall not commence if either Landlord or Tenant gives a termination notice to the other under Section 3a.
