CONDITIONS TO CALL definition

CONDITIONS TO CALL means the following conditions: (i) on each day during the period beginning 20 trading days prior to the Notice of Call and ending on and including the date of the Call Date, the Registration Statement shall be effective and available for the sale of no less than 150% of the sum of (A) the number of shares of Common Stock then issuable upon the exercise of all outstanding Prepaid Warrants (without regard to any limitations on exercise herein or elsewhere) and (B) the number of shares of Common Stock issued upon exercise of Prepaid Warrants that are then held by the holders of the Prepaid Warrants, (ii) on each day during the period beginning 20 trading days prior to the date of the Notice of Call and ending on and including the Call Date, the Common Stock is designated for quotation on the National Market or listed on NYSE or AMEX and is not suspended from trading; (iii) the average of the Closing Bid Price of the Common Stock during the 20 consecutive trading days immediately preceding the date of the Notice of Call is less than the Fixed Exercise Price on such date, (iv) the Closing Bid Price of the Common Stock on the date of the Notice of Call is less than the Fixed Exercise Price; (v) no more than three (3) Calls shall previously have occurred; (vi) the Shareholder Approvals (as defined in the Securities Purchase Agreement) shall have been obtained on or prior to the date of the Corporation's Notice of Call at Corporation's Election in accordance with Section 4(l) of the Securities Purchase Agreement; (vii) during the period beginning on the Issuance Date and ending on and including the Call Date, the Corporation shall have delivered shares upon exercise of the Prepaid Warrants to the Investors on a timely basis as set forth in Article II of the Prepaid Warrants; (viii) none of an Event of Default, an Exercise Default, a Trading Market Triggering Event or any event that with the passage of time would constitute an Event of Default or a Trading Market Triggering Event (assuming it was not cured) shall have occurred; (ix) the Corporation otherwise has satisfied its obligations and is not in default under this Certificate of Designations, the Securities Purchase Agreement and the Registration Rights Agreement; and (x) the Corporation has sufficient funds immediately available to satisfy its obligations to pay the Call Amount as set forth herein. Notwithstanding the above, any holder of Prepaid Warrants may exercise such Prepaid Warrants for Common Stock ...
Sample 1Sample 2
CONDITIONS TO CALL means the following conditions: (i) on each day during the period beginning thirty (30) trading days prior to the Notice of Call and ending on and including the date of the Call Date, a Registration Statement (as that term as defined in Section 8.2(a) of the Note Purchase & Security Agreement), shall be effective and available for the sale of no less than the sum of (A) the number of shares of common stock then issuable upon the exercise of the Warrant (without regard to any limitations on exercise herein or elsewhere) and (B) the number of shares of common stock previously issued upon exercise of the Warrant that are then held by the Holder, (ii) on each day during the period beginning 30 trading days prior to the date of the Notice of Call and ending on and including the Call Date, the common stock is designated for quotation on the Nasdaq Over-the-Counter Bulletin Board or a national securities exchange or market, is not suspended from trading, and the closing price of the common stock on each such date is equal to or greater than $1.12 per share (as adjusted pursuant to Article II of this Warrant), (iii) none of an Event of Default (as that term is defined in Section 11.10 of the Note Purchase & Security Agreement) or any event that with the passage of time would constitute an Event of Default shall have occurred; and (iv) the Company has sufficient shares of common stock immediately available to satisfy its obligations to issue shares of common stock to the Holder for the Eligible Exercise Amount as set forth herein. Notwithstanding the above, the Holder may exercise this Warrant for common stock pursuant to Article 1 on or prior to the Company's Call Date.
Sample 1Sample 2

Related to CONDITIONS TO CALL

  • Eligibility Conditions means the eligibility conditions specified in the Act and the Rules including all the eligibilityconditions listed in Clause [5] of the Tender Document.

  • 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;

  • Review Conditions means (i) the Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger for that Payment Date and (ii) the Noteholders or Note Owners, as applicable, have voted, pursuant to Section 2.03(d) of the Receivables Purchase Agreement, to direct an Asset Representations Review of the Subject Receivables.

  • Conditions Precedent shall have the meaning set forth in Clause 4.2.

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • 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.

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Conditions of Use means these terms and conditions as may be varied by us from time to time.

  • Conditions means these terms and conditions;

  • Early Termination Conditions means the types of conditions listed in Schedule A.

  • Conditions of Tender means the Conditions of Tender for the said land as set out in Annexure A;

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Funding Conditions With respect to any proposed Funding Date, the following conditions:

  • LC Conditions has the meaning given to such term in Section 2.9.

  • Extension Conditions Defined in Section 3.06(a).

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

  • these Conditions means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;

  • 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.

  • the Conditions means the standard terms and conditions set out in this document;

  • General Conditions of Contract means the ‘Instructions to Tenderers’ and ‘General Conditions of Contract’ pertaining to the work for which above tenders have been called for.

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • OTHER CONDITIONS Any subsequent contracts shall supersede the provisions of this contract. PARTIES: The Fort Xxxxx School District 100, Party of the First Part, and XXXXXXX X XXXXXXX Party of the Second Part, agree as follows:

  • Standard Conditions means the “International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds”, dated February 25, 2019.

  • 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.