Control Account Release Event definition

Control Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, the Company’s receipt of both (A) such Conversion Notice hereunder executed by the Holder in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), (ii) the Company’s receipt of a notice by the Holder electing to effect a release of cash with respect to any Restricted Principal to the Company, (iii) with respect to the Holder Pro Rata Amount of $500,000, the occurrence of the Initial Filing Date (as defined in the Registration Rights Agreement), (iv) with respect to the Holder Pro Rata Amount of $1,000,000, the occurrence of a Positive UK Trial Outcome, (v) with respect to the Holder Pro Rata Amount of $2,000,000, on the thirtieth (30th) Trading Day after the occurrence of the initial Effective Date (as defined in the Registration Rights Agreement) and (vi) on the first Trading Day of each calendar month after the later of (A) the Stockholder Approval Date (as defined in the Securities Purchase Agreement), (B) the sixtieth (60th) Trading Day after the Registration Release Date, the lesser of (x) the amount of Restricted Principal then outstanding hereunder and (y) the Holder Pro Rata Amount of $1,000,000; provided, in the case of clauses (iii), (iv), (v) and (vi) above, as of such date of determination, no Equity Conditions Failure then exists (other than, (I) solely with respect to clause (iii) and (iv), any Equity Condition Failure existing solely as a result of the failure of the initial Effective Date to have occurred or Required Minimum Securities Amount to be available, in each case, on or prior to such date, or a threatened suspension from a Major Market and (II) solely with respect to clause (v), any Equity Conditions Failure existing solely as a result of the failure of the initial Effective Date to have occurred on or prior to first Trading Day in the applicable Equity Conditions Measuring Period).

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Control Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, the Company’s receipt of both (A) such Conversion Notice hereunder executed by the Holder in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), (ii) the Company’s receipt of a notice by the Holder electing to effect a release of any Restricted Principal to the Company, (iii) the occurrence of each Installment Date on or prior to the sixtieth (60th) calendar day after the Applicable Date (as defined in the Securities Purchase Agreement) with respect to such amount of Restricted Principal equal to such portion of Restricted Principal included in the Conversion Amount, if any, in the applicable Company Conversion (as adjusted for any Deferral Amount with respect thereto) and (iv) the occurrence of each Installment Date subsequent to the sixtieth (60th) calendar day after the Applicable Date, so long as any Restricted Principal remains outstanding hereunder as of such Installment Date, with respect to such amount of Restricted Principal equal to the lesser of (x) the Restricted Principal then outstanding hereunder and (y) the greater of (A) the Holder Pro Rata Amount of $500,000 and (B) such portion of Restricted Principal included in the Conversion Amount, if any, in the applicable Company Conversion (as adjusted for any Deferral Amount with respect thereto); provided, in the case of clauses (iii) and (iv) above, as of such date of determination no Equity Conditions Failure exists.

Examples of Control Account Release Event in a sentence

For the avoidance of doubt, the waivers contained in this Section 1 shall not apply to: (x) the payment of any cash dividends with respect to the Series G Preferred Stock and (y) the deremination of the satisfaction of the Equity Conditions with respect to the determination of whether a Control Account Release Event has occurred.
Upon the occurrence of any Control Account Release Event, the Holder shall, as soon as commercially practicable, but in no event later than two (2) Trading Days thereafter, cause the applicable Control Account Release Amount to be released from the Holder Master Restricted Account and deposited into the bank account of the Company specified in the Master Control Account Agreement (each a “Control Account Release”).

More Definitions of Control Account Release Event

Control Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, (A) the Company’s receipt of such Conversion Notice hereunder executed by the Holder (or, solely to the extent the Mandatory Conversion Conditions are then satisfied in full, the Holder’s receipt of a Mandatory Conversion Notice duly and validly executed by the Company) in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) the Company’s receipt of written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice (or Mandatory Conversion Notice, as applicable) have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise (or any withdrawal of any Mandatory Conversion Notice by the Company or any other cancellation of any Mandatory Conversion, as applicable, including, without limitation, upon the Company’s receipt of a Holder Optional Redemption Notice with respect to all, or any part, of the applicable Mandatory Conversion Amount)), or (ii) the Company’s receipt of a notice by the Holder electing to effect a release of any Restricted Principal to the Company.

Control Account Release Event means, as applicable, (i) the Company’s receipt of a notice by the Holder electing to voluntarily effect a release of cash from the Holder Master Restricted Account to the Company, (ii) at any time on or after the fifth (5th) Trading Day after the later of (A) the Stockholder Approval Date (as defined in the Securities Purchase Agreement) and (B) the Registration Release Date (so long as each of (x) no Event of Default has occurred and is continuing, (y) all Pre-Delivery Shares then required to be delivered to the Holder shall have been delivered to the Holder and (z) the Company shall have removed all restrictive legends on all outstanding Pre-Delivery Shares) (such later date, the “Control Account Trigger Date”), solely to the extent no Equity Conditions Failure then exists, the Holder’s receipt of a valid notice by the Company electing to effect a release of the Holder Pro Rata Amount of the Control Account Mandatory Disbursement Amount then in effect in Cash from the Holder Master Restricted Account (each notice pursuant to clauses (i) and (ii) above, a “Release Notice”, and the date thereof, a “Release Notice Date”) or (iii) at any time prior to the Control Account Trigger Date, upon any conversion of this Note, a Conversion Notice delivered by the Holder to the Company shall be deemed to be an election to effect a release of Cash from the Holder Master Restricted Account to the Company equal to (a) the greater of (x) zero and (y) the difference of (I) the Current Cash Reserve less (II) the Outstanding Principal Value under this Note.

Control Account Release Event means, as applicable, (I) the occurrence of each of (x) $14 million of aggregate principal of the Notes (or less) remaining outstanding and (y) $11 million of aggregate principal of the Notes (or less) remains outstanding (each, a “Required Release Date”), so long as no Equity Conditions Failure then exists, the Company may require (x) High Trial Investments ON LLC (or its registered assigns) to release to the Company an aggregate of $550,000 of cash from its Master Restricted Account and (y) Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (or its registered assigns) to release to the Company an aggregate of $450,000 of cash from its Master Restricted Account, in each case, in connection with such applicable Required Release Date and (II) the Company’s receipt of a notice by a Holder electing to effect a release of all, or any part, of cash in the Master Restricted Account attributable to such Holder to the Company, but only such amount set forth in such notice.

Control Account Release Event means, as applicable, (i) with respect to any voluntary conversion of this Note, each of (A) the Company’s receipt of a Conversion Notice hereunder executed by the Holder as a result of which the funds on deposit in the Minimum Cash Reserve Account exceed the remaining outstanding and unconverted Conversion Amount (each, a “Voluntary Conversion Release Amount”) and (B) the Company’s receipt of written confirmation by the Holder that the Ordinary Shares issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), the release amount from the Minimum Cash Reserve Account shall be equal the excess of the funds on deposit in the Minimum Cash Reserve over the remaining outstanding and unconverted Conversion Amount, (ii) provided (x) no Event of Default has occurred or is continuing prior to such date and (y) the Equity Conditions are satisfied as of such date, at any time after October 30, 2025, (1) the Company has constructed at least fifty (50) new charging stations and (2) and no more than $20 million in aggregate Conversion Amount of Notes remain outstanding, the remaining funds on deposit in the Cash Reserve Minimum Account, or (iii) the Company’s receipt of a notice by the Holder voluntarily electing to effect a release of all, or any part, of any Cash then held in the Minimum Cash Reserve Account.

Control Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice (as defined in the Notes), the Company’s receipt of both (A) such Conversion Notice hereunder executed by the applicable holder of Notes in which all, or any part, of the principal of such applicable Note to be converted includes any Restricted Principal and (B) written confirmation by such holder of Notes that the Ordinary Shares issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) of the applicable Note (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by such holder of Notes, whether pursuant to Section 3(c)(ii) of the Notes or otherwise), (ii) the Company’s receipt of a notice by the Required Holders instructing the Controlled Account Manager to effect a release of any Restricted Principal to the Company, and (iii) subject to no Release Conditions Failure existing as of such time of determination, the first Israeli Business Day of each calendar quarter commencing with the first calendar quarter which commences at least twenty (20) Trading Days after the Closing Date, each payment being referred to as a “Quarterly Payment”, in an aggregate amount as set forth on the payment schedules attached hereto as Schedule B to this Agreement (with any conversion of any Note reducing the last then scheduled Quarterly Payment on a dollar-for-dollar basis with respect to the Conversion Amount (as defined in the Notes) set forth in the applicable Conversion Notice (as defined in the Notes) with respect to such applicable conversion).

Control Account Release Event means, as applicable, (i) with respect to any voluntary conversion of this Note, each of (A) the Company’s receipt of a Conversion Notice hereunder executed by the Holder in which all, or any part, of the Conversion Amount to be converted includes any Collateral Supported Amount (for the avoidance of doubt, if any Collateral Supported Amount remains outstanding, the release amount of assets from the Crypto Control Account shall equal the lesser of (x) the remaining Collateral Supported Amount and (y) the Principal included in such applicable Conversion Amount subject to conversion in such applicable Conversion Notice) (each, a “Voluntary Conversion Release Amount”) and (B) the Company’s receipt of written confirmation by the Holder that the Ordinary Shares issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), (ii) if, as of any time of determination, (A) no Equity Conditions Failure then exists, (B) no Control Account Price Failure or Control Account Volume Failure then exists, (C) no Control Account Release Event has occurred in reliance on this clause (ii) for a period of twenty (20) consecutive Trading Days and (D) the Company delivers a written notice to the Holder on such date of determination electing to effect a Control Account Release Event with respect to no more than the lesser of (I) the aggregate Collateral Supported Amount then outstanding and (II) the difference of (x) $3 million in aggregate Collateral Supported Amount less (y) the sum of such portion of any prior Collateral Supported Amounts subject to a Control Account Release Event during the twenty (20) consecutive Trading Day period ending, and including, the Trading Day immediately prior to such date of determination or (iii) the Company’s receipt of a notice by the Holder voluntarily electing to effect a release of all, or any part, of any Cash or assets then held in the Crypto Control Account.