Control Condition definition

Control Condition means (i) one or more of Maple Residential, L.P. and any Crow Family Persons, or Persons Controlled by any of them, owns directly or indirectly an ownership interest in Borrower; (ii) one or more of Maple Residential, L.P. and any Crow Family Persons, or Persons Controlled by any of them, shall continue to Control the Borrower and (iii) any Crow Family Persons, or Persons Controlled by any of them, shall continue to Control Maple Residential, L.P.
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Control Condition means, with respect to any date of determination, the satisfaction of at least one of the following conditions on such date: (a) all consents, approvals, authorizations and waivers set forth on Schedule 1.1(d) attached hereto, as may be updated by Buyer in accordance with Schedule 1.1(d) (collectively, the “Control Approvals”) shall have been received or (b) the beneficial ownership of Seller and its Affiliates, collectively, in FOA and its Subsidiaries following the issuance of any FOAEC Units contemplated to be issued on such date under this Agreement shall not exceed, on an as-exchanged basis, 9.49% of the outstanding shares of FOA Class A Common Stock (giving effect to the deemed exchange of all FOAEC Units in accordance with the Exchange Agreement). “Controlled Group Liabilities” means any and all Liabilities of Seller or any of its ERISA Affiliates (i) under Title IV of ERISA, (ii) under Sections 206(g), 302, or 303 of ERISA, (iii) under Sections 412, 430, 431, 436, or 4971 of the Code, (iv) as a result of the failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of any foreign Requirement of Law. “Deferred Compensation Plan” means any “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and the Treasury Regulations promulgated thereunder and that is subject to Section 409A of the Code. “Effective Time” means 12:01 a.m. U.S. Eastern time on the Closing Date. “Employment Offer” has the meaning specified in Section 6.4(a). “Encumbrance” means any lien, adverse claim, charge, judgment, imposition, levy, attachment, license, security interest, security agreement, financing statement, mortgage, deed of trust, encroachment, pledge, easement, covenant, right of first refusal, right-of-way, conditional sale or other title retention agreement, option, preemptive right, defect in title or other adverse claims or restrictions of a similar nature. “Equity Consideration” means 33,893,666 FOAEC Units. “Equity Consideration Cap” means 19,692,990 FOAEC Units or, if all Control Approvals have not been received at Closing and the number of outstanding shares of FOA Class A Common Stock (giving effect to the deemed exchange of all FOAEC Units in accordance with the Exchange Agreement) changes between the date hereof and Closing, such number of FOAEC Units (as reasonably determined by FOAEC in good faith) that...
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Control Condition will mean that the current guarantors will continue to exercise substantially the same degree of control over the Borrower and Venture as they do at Closing or if the BR REIT has become a Replacement Guarantor, the BR REIT continues to exercise substantially the same degree of control over the Borrower and Venture as it does at the time that it became the Replacement Guarantor .
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Examples of Control Condition in a sentence

  • The Offer is conditioned upon, among other things, satisfaction of the Minimum Condition, the Insurance Regulatory Approval Condition, the Purchaser Obtaining Financing Condition and the Purchaser Obtaining Control Condition.

  • If the 2 conditions listed below are satisfied, you will be paid at least the following percentage (your “MCO”) of the “MCO Pool” (explained below): 17.5% a Change in Control Condition.

  • All conditions to the Exchange Offers, except the Control Condition, must be satisfied or, where permitted, waived, at or by the Expiration Date, unless extended.

  • The Registration Rights Amendments will only become operative concurrently with the consummation of the EOPT Merger, provided that the Change of Control Condition (as defined in the Statement) has been satisfied.

  • The Amendments set forth in Articles Two and Three hereof will only become operative concurrently with the consummation of the EOPT Merger, provided that the Change of Control Condition (as defined in the Statement) has been satisfied.

  • The Indemnifying Party shall have 30 days from the delivery or receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) subject to the Defense Control Condition, whether or not it desires to defend the Indemnified Party against such claim or demand.

  • From the date of this Agreement until the date on which the Merger Control Condition is satisfied or waived by the Investor and RBSG the provisions of Schedule 15 shall apply in place of the provisions of Clauses 3.1 to 3.10.1, other than Clause 3.7.1. From the date on which the Merger Control Condition is satisfied or waived by the Investor and RBSG the provisions of Clauses 3.1 to 3.10.1 shall apply and the provisions of Schedule 15 shall cease to apply.

  • Assuming compliance with the Defense Control Condition, all costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party.


More Definitions of Control Condition

Control Condition. As such term is defined in Section 17.2.
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Control Condition means (i) one or more of Maple Residential, L.P. and any Crow Family Persons, or Persons Controlled by any of them, owns directly or indirectly an ownership interest in Borrower; (ii) one or more of Maple Residential, L.P. and any Crow Family Persons, or Persons Controlled by any of them, shall continue to Control the Borrower (subject to the rights of BR Member as provided in Borrower’s organizational documents as of the date of this Agreement) and (iii) any Crow Family Persons, or Persons Controlled by any of them, shall continue to Control Maple Residential, L.P.
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Related to Control 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.

  • 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 Condition means these General Terms and Conditions of Contract.

  • Business Condition means the current business, financial condition, results of operations and assets of a corporate entity.

  • 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.

  • Acute condition means a disease, illness or injury that is likely to respond quickly to treatment which aims to return the person to his or her state of health immediately before suffering the disease/ illness/ injury which leads to full recovery.

  • Delivery Condition has the meaning set forth in Section 2.1.

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

  • 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.

  • Medical condition means either of the following:

  • Payment Condition at any time of determination with respect to any Specified Transaction, that the following conditions are all satisfied: (x) (1) 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) and (2) the Specified Availability on the date of such Specified Transaction (divided by Availability as of such time of determination and expressed as a percentage), in each case exceed the applicable Availability Percentage (as defined below) and, (y) unless the Fixed Charge Condition (as defined below) is satisfied (to the extent applicable), the Parent Borrower shall be in Pro Forma Compliance with a minimum Consolidated Fixed Charge Coverage Ratio of at least 1.00:1.00 and (z) if reasonably requested by the Administrative Agent, the Borrower Representative shall have delivered to the Administrative Agent (i) a copy of calculations required by preceding clause (y) in reasonable detail and (ii) a calculation of Specified Unrestricted Cash. As used herein, the following terms shall have the following meanings: (i) “Availability Percentage”: shall mean (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 12.5%; (b) in respect of (A) any investment or acquisition permitted pursuant to clause (u) of the definition of “Permitted Investments” or (B) clause (c)(i) of the definition of “Permitted Acquisitions,” 10.0%; (c) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 12.5%; (d) in respect of any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b), 10.0%; and (e) in respect of any Asset Sale that would otherwise have to comply with Subsection 8.5, 10.0%.; and (ii) “Fixed Charge Condition” shall mean 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) exceeds: (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 17.5%; (b) in respect of any acquisition permitted pursuant to clause (c)(i) of the definition of “Permitted Acquisitions”, 15.0%; (c) in respect of any investment permitted pursuant to clause (u) of the definition of “Permitted Investments”, 15.0%; (d) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 15.0%; and (e) in respect of (A) any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b) or (B) any Asset Sale that would otherwise have to comply with Subsection 8.5, 15.0%.

  • Minimum Condition has the meaning set forth in Annex I.

  • 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).

  • Specified Condition means, with respect to a party, any event specified as such for that party in Paragraph 13.

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

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

  • Hazardous condition means any situation involving the actual, imminent or probable spillage, leakage, or release of a hazardous substance onto the land, into a water of the State or into the atmosphere which creates an immediate or potential danger to the public health or safety or to the environment.

  • 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.

  • Change in condition means a change in physical condition of the employee as well as any change

  • restrictive condition means any condition registered against the title deed of land restricting the use, development or subdivision of the land concerned:

  • Serious health condition means an illness, injury, impairment, or physical or mental condition that involves: