Call Conditions definition

Call Conditions means the relevant conditions precedent to the Tranche 2 Cash Investment to be made by an Investor as described in Section 4.03.
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Call Conditions means collectively, (i) the approval by the Food and Drug Administration of the Company’s Tactile Guidance System version 2.0 (the “TGS V2.0”), (ii) the satisfaction of either the Maximum Product Conditions or the Minimum Product Conditions, (iii) since the Initial Closing Date, no fact(s), change(s), event(s), development(s) or circumstance(s) shall have occurred, arisen or come into existence or become known to the Company, that has had or would be reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change and (iv) the holders of the requisite number of shares of Common Stock under the General Corporation Law of the State of Delaware shall have duly approved the issuance of the Call Shares, the Call Exercise Warrants, the Second Closing Warrants, the Aggregate Incremental Warrant Shares and the Warrant Shares issuable upon exercise or otherwise pursuant to the Second Closing Warrants on a date no later than the Stockholders Meeting Deadline. For purposes of this definition, “Material Adverse Change” shall mean (i) a material adverse change in the results of operations, prospects, assets, business or financial condition of the Company, taken as a whole or (ii) a material and adverse impairment the Company’s ability to perform its obligations under any of the Transaction Documents, provided, that none of the following alone shall be deemed, in and of itself, to constitute a Material Adverse Change: (i) a change in the market price or trading volume of the Common Stock; (ii) changes in general economic conditions or changes affecting the industry in which the Company operates generally (as opposed to Company-specific changes); (iii) any event as to which the holders of more than 50% of all of the Common Shares held by the Call Investors has consented; or (iv) the execution, delivery or performance of this Agreement (including any announcement relating to this Agreement) so long as such changes do not have a materially disproportionate effect on the Company.
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Call Conditions means the satisfaction of all of the following conditions: (i) the average VWAP (as defined below) of the Common Stock for the immediately preceding thirty-day period shall be at least $1.50 (as adjusted to reflect any stock dividend, stock split, reverse stock split, combination or other similar recapitalization with respect to the Voting Common Stock from and after the Amendment Effective Date); (ii) the Effective Date (as defined in the Purchase Agreement) shall have occurred and the prospectus applicable to the resale of Registerable Securities (as defined in the Purchase Agreement) shall be available for immediate use and no stop order shall have been issued with respect to such prospectus and no proceeding seeking such a stop order is pending; (iii) the average weekly trading volume of the Common Stock for the immediately preceding four (4) full calendar weeks shall be no less than ten percent (10%) of the number of shares of Voting Common Stock issuable upon conversion of the number of shares of Series A Preferred Stock that are being redeemed by the Corporation pursuant to the Corporation Redemption Notice; and (iv) the shares of Voting Common Stock issuable on conversion of the Series A Preferred Stock are listed on Nasdaq or another national securities exchange.
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Examples of Call Conditions in a sentence

  • If your Declarations Page shows a premium for Towing and Road Service Coverage, then subject to the Service Call Conditions and exceptions in this Insuring Agreement, if your insured car becomes disabled and you need help, we are providing you access to 24-hour toll-free assistance.

  • If the Call Conditions are satisfied concurrently, the Company may, within thirty (30) calendar days of such day, call for cancellation of all or any portion of the remaining Warrant Shares for which a Notice of Exercise Form has not yet been delivered (such right, a “Call”).

  • Within ten (10) business days of the Call Conditions, the Company shall deliver a notice to each registered Holder of the Warrants setting for the number of Warrants held and the dollar amount due to exercise the Warrants (the “Call Notice”).

  • If the Issuer chooses to exercise the Warrant Call at any time following the fulfillment of the Warrant Call Conditions, then the Issuer shall deliver to the Holder written notice (the "CALL NOTICE") stating that Warrant Call Conditions have been satisfied and specifying the number of Warrant Shares with respect to which the Warrant must be exercised.

  • The date of the Second Closing shall be on such date and time, after the satisfaction of the Call Conditions and delivery of the Call Notice, that is mutually and reasonably agreed upon by the Company and each of the Call Investors, which shall in no event be earlier than eleven (11) Business Days after and no later than forty-five (45) calendar days after the delivery of the Call Notice by the Company.

  • If your Declarations Page shows Towing and Road Service Coverage, then subject to the Service Call Conditions and exceptions in this Insuring Agreement, if your insured car becomes disabled and you need help, we are providing you access to 24-hour toll-free assistance.

  • In addition to the Tranche 1 Cash Investments, following the Initial Closing, the IAG Initial Closing and the Shell Initial Closing, each of Mitsui, Suncor, IAG and Shell hereby agree to make an additional Cash Investment to the Mitsui SPV, the Suncor SPV, the IAG SPV or the Shell SPV, respectively (each a “Tranche 2 Cash Investment”), of up to [***], subject to the satisfaction of the Call Conditions set forth in this Article IV.

  • In the event the Call Conditions are satisfied and the Company desires to exercise its call rights under this section the Company shall deliver a notice to each registered Holder of the Warrants setting for the number of Warrants held and the dollar amount due to exercise the Warrants (the “Call Notice”).

  • The obligations of each Party to consummate the transactions contemplated by this Article IV shall be subject to the fulfillment, at or prior to a Subsequent Closing, of each of the Call Conditions applicable to each such Party as set forth below.

  • In the event the Call Conditions are satisfied and the Company desires to exercise its call rights under this section, the Company shall deliver a notice to each registered Holder of the Warrants setting for the number of Warrants held and the dollar amount due to exercise the Warrants (the “Call Notice”).


More Definitions of Call Conditions

Call Conditions means (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise as of 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares. In no event shall the Holder be required to effect an exercise of the Warrant if such exercise would cause the Holder to exceed the Beneficial Ownership Limitation described in Section 2(c) above. Any objection of the Holder to exercise Warrants in accordance with this Section 3 due to the Beneficial Ownership Limitation (a “Call Objection Notice”) shall be delivered to the Company within three (3) days following the Call Notice. The Company and the Holder shall use their commercially reasonable best efforts to resolve the Call Objection Notice in a manner that is mutually agreeable to such parties by the Call Date. If the Company rescinds or reduces the number of Warrant Shares included in a Call Notice based on a Call Objection Notice, such rescinded or reduced Call Notice shall not be considered a Call Notice for purposes of the twenty (20) trading day period described in this Section 3.
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Related to Call Conditions

  • Special Conditions means Special Conditions of Contract, which override the General Conditions, also referred to as SCC.

  • Additional Conditions means the terms and conditions set out in the Offer Document.

  • Special Condition means a condition of a Transporter's Licence or Shipper's Licence other than a Standard Condition;

  • Congenital Condition(s) means (a) any medical, physical or mental abnormalities existed at the time of or before birth, whether or not being manifested, diagnosed or known at birth; or (b) any neo-natal abnormalities developed within six (6) months of birth.

  • Terminal condition means an incurable condition caused by injury, disease, or illness that according to reasonable medical judgment will produce death within six months, even with available life-sustaining treatment provided in accordance with the prevailing standard of medical care.