Conditions to Conversion. The conversion of all or any portion of the Variable Facility Commitment to the Fixed Facility Commitment is subject to the satisfaction, on or before the Closing Date, of (a) the conditions precedent contained in Section 6.08 and (b) all applicable General Conditions contained in Section 6.01.
Conditions to Conversion. The conversion of the Note pursuant to this Section 4 shall be subject to both the Company and the Holder obtaining all permits, authorizations, approvals or consents of, notice to or registration with any governmental authority or regulatory body or other person in relation to transactions contemplated under or as required by the Note and applicable laws. Each Party agrees to provide necessary assistance to the other Party for it to obtain from the relevant governmental and regulatory authority the approvals required to convert the Note into the Conversion Shares at the other Party’s reasonable request. In the event that the approvals cannot be obtained, the Holder may assign the Note and its rights and obligations hereunder to a third party acceptable to and agreed by the Company, provided that the Company may not unreasonably withhold its consent.
Conditions to Conversion. The conversion of all or any portion of the Variable Loan to a Fixed Loan is subject to the satisfaction, on or before the Closing Date, of the conditions precedent contained in Section 6.08 and Section 6.11 and Section 6.01 all applicable General Conditions contained in Section 6.01.
Conditions to Conversion. The Conversion is subject to satisfaction, or waiver by the Majority Lenders in writing, of the following conditions:
(a) the Company shall have filed with the SEC a registration statement on Form S-11 under the Securities Act for a Qualifying IPO on or prior to the first anniversary of the date of this Agreement;
(b) the Company shall be an internally managed real estate investment trust, with general and administrative expenses consistent with past practices in all material respects, taking into account the costs and expenses associated with Spirit Finance Capital Management, LLC prior to the Qualifying IPO;
(c) if between the date of this Agreement and the completion of a Qualifying IPO there is a change in the chief executive officer or chief financial officer of the Company, then the Company shall have informed the Lenders in advance of such proposed change and, before hiring a replacement chief executive officer or chief financial officer, the Company shall have offered the Lenders an opportunity to discuss such proposed change with the Company and meet the replacement chief executive officer and/or chief financial officer candidate(s); provided that if disclosing any such change would materially compromise such hiring process or otherwise create a confidentiality issue for the Company or such candidate(s), this condition shall be satisfied if the three Lenders holding the greatest unpaid principal amount of TLC at such time are informed of such change and offered the opportunity to discuss such change with the Company and meet the replacement chief executive officer and/or chief financial officer candidate(s);
(d) the Company shall have at least one new Independent Director reasonably acceptable to the Majority Lenders;
(e) all reasonable legal fees and expenses of the Ad Hoc Committee Counsel incurred prior to the Conversion in accordance with the Ad Hoc Committee Fee Letter, to the extent invoiced to the Company at least one Business Day in advance of the Conversion, shall have been paid in full;
(f) the Lenders shall have received (i) a legal opinion of Xxxxxxxx & Xxxxx, LLP, counsel to the Company and its Subsidiaries, in the form attached hereto as Annex C, and (ii) a legal opinion of Xxxxxxx Xxxxx LLP, counsel to the Company, in the form attached hereto as Annex D;
(g) the Sponsors and their Affiliates not being entitled to, and they shall not, directly or indirectly, (i) sell any Common Stock in the Qualifying IPO or (ii) receive any fees or ...
Conditions to Conversion. All of the conditions precedent to Conversion set forth in Section 4.03 of the Dutch Loan “A” Agreement have been satisfied or waived by the Lenders.
Conditions to Conversion. Notwithstanding anything contained herein to the contrary, if the Holder is not already a party to such agreements, then as a condition to the issuance of Capital Stock upon conversion of this Note, the Holder shall enter into (i) the then-effective Stockholders Agreement with the Company and the other shareholders of the Company and (ii) customary market stand down and/or lockup agreements.
Conditions to Conversion. The conditions precedent to Conversion as listed in Section
Conditions to Conversion. No conversion of Interest Rates will become effective unless:
(i) if the conversion is from a Flexible Rate, the Trustee has received, prior to the date on which notice of conversion is required to be given to Bond Owners, written confirmation from the Remarketing Agent that it has not established and will not establish any Flexible Rate Periods extending beyond the day before the Conversion Date;
(ii) if the conversion is from a Flexible, Daily or Weekly Rate to a Term Rate, or from a Term Rate to a Flexible Rate, Daily Rate, Weekly Rate or a new Term Rate or Term Rate Period, the Trustee has been provided, no later than one day before the Conversion Date, with a Favorable Opinion of Bond Counsel with respect to the conversion;
(iii) if a Letter of Credit for the Subseries subject to the proposed conversion will be held by the Trustee after the Conversion Date, such Letter of Credit (A) will cover the principal of and interest (computed on the basis of a 365-day year, in the case of conversion to a Flexible Rate, Daily Rate or Weekly Rate, and on the basis of a 360-day year consisting of twelve 30-day months, in the case of conversion to a Term Rate) which will accrue on the Outstanding Bonds of such Subseries for the maximum permitted Interest Period for the proposed Rate Period plus 14 days, and (B) in the case of conversion to a Term Rate, (i) extends for a period which shall not end on a date that is earlier than five days after the first date on which such Subseries can be called for optional redemption, and (ii) covers the premium, if any, which would be included in the purchase price upon mandatory purchase of the Bonds of such Subseries pursuant to Section 3.2(c) hereof if such Letter of Credit were not extended beyond the Termination Date set forth therein.
Conditions to Conversion. Except as set forth in Section 2.6, the obligations of the Company and Investor to effectuate the Conversion pursuant to the terms hereof are subject to the satisfaction of the Conversion Conditions as set out in Section 2 of the Note Purchase Agreement.
Conditions to Conversion. The obligations of each Preferred Holder hereunder to consummate the Conversion is subject to the satisfaction, on or before the Conversion Date, of each of the following conditions, provided that these conditions are for each Preferred Holder’s sole benefit and may be waived by each such Preferred Holder at any time in its sole discretion:
5.1 The representations and warranties of Global set forth in this Agreement shall be true and correct in all material respects, and Global shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Global on or prior to the Conversion Date;
5.2 The Amendment shall have been adopted and approved by the requisite numbers and classes of Global’s stockholders, and Global shall have properly filed the appropriate certificate of amendment with the Secretary of State of the State of Delaware amending the Series A Certificate of Designation pursuant to the Amendment; and
5.3 The Series B Certificate of Designation shall have been adopted and approved by Global’s board of directors and Global shall have properly filed the Series B Certificate of Designation with the Secretary of State of the State of Delaware.
