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 of the Investment Agreement.
Sample 1
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.
Sample 1
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.
Sample 1

Examples of Call Conditions in a sentence

  • 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”).

  • 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”).

  • 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”).

  • 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.

  • 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.

  • 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.
Sample 1

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;

  • 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.

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • Abnormal Condition means any condition on the Interconnection Facilities which, determined in accordance with Good Utility Practice, is: (i) outside normal operating parameters such that facilities are operating outside their normal ratings or that reasonable operating limits have been exceeded; and (ii) could reasonably be expected to materially and adversely affect the safe and reliable operation of the Interconnection Facilities; but which, in any case, could reasonably be expected to result in an Emergency Condition. Any condition or situation that results from lack of sufficient generating capacity to meet load requirements or that results solely from economic conditions shall not, standing alone, constitute an Abnormal Condition.

  • General Conditions means the “International Development Association General Conditions for Credits and Grants”, dated July 1, 2005 (as amended through October 15, 2006).

  • General Condition means these General Terms and Conditions of Contract.

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Supplemental Conditions means those terms and conditions, if included in the Agreement by mutual written agreement of the Parties, which add to or modify the Agreement and are incorporated by reference as if fully set forth in the Agreement. In the case of a conflict between the Supplemental Conditions and the Agreement, the Supplemental Conditions shall prevail.

  • Adverse Environmental Condition means (i) the existence or the continuation of the existence, of an Environmental Contamination (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Contamination), of, or exposure to, any substance, chemical, material, pollutant, Hazardous Substance, odor or audible noise or other release or emission in, into or onto the environment (including without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment, or (iii) the violation, or alleged violation, of any Environmental Law, permits or licenses of, by or from any governmental authority, agency or court relating to environmental matters connected with any of the Equipment.

  • Distribution Conditions means, with respect to any Restricted Payment or Restricted Junior Debt Prepayment, the following:

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Specific Conditions means the conditions in addition or in variation to the general conditions which the Commission may lay down specifically for a distribution licensee;

  • Medical condition means either of the following:

  • Regulatory Conditions means the conditions set out in paragraphs 3.3 to 3.5 (inclusive) of Part A of Appendix I to the Announcement;

  • Unsafe condition as used in this clause means the actual or potential exposure of contractor or Government employees to a hazardous material as defined in Federal Standard No. 313, and any revisions thereto during the term of this contract, or any other material or working condition designated by the Contracting Officer's Technical Representative (COTR) as potentially hazardous and requiring safety controls.

  • Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from Xxxxx’x (or such other term as Xxxxx’x may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “Xxxxx’x Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s Xxxxx’x Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.