Delay Conditions definition

Delay Conditions means (i) the Company is in possession of material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole or (ii) the Board of Directors of the Company determines in good faith that a delay in the effectiveness of the Shelf Registration Statement, or the Shelf Registration Statement ceasing to be effective or a Prospectus thereunder ceasing to be usable, as the case may be, is appropriate due to occurrence or existence of any pending corporate development with respect to the Company. The Delay Conditions shall be deemed to no longer exist if (x) in the case of clause (i) above, the Board of Directors of the Company determines in good faith that the disclosure of such material information would not be prejudicial to or contrary to the interest of the Company and (y) in the case of clause (ii) above, the Board of Directors of the Company determines in good faith that such delay or cessation is no longer appropriate.
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Delay Conditions means (i) the Company is in possession of material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole or (ii) the Board of Directors of the Company determines in good faith that a delay in the effectiveness of the Registration Statement, or the Registration Statement ceasing to be effective or a Prospectus thereunder ceasing to be usable, as the case may be, is appropriate due to the occurrence or existence of any material pending corporate development with respect to the Company or due to circumstances which would result in the effectiveness of the Registration Statement otherwise materially and adversely affecting the Company or its business. The Delay Conditions shall be deemed to no longer exist if (x) in the case of clause (i) above, the Company is no longer in possession of such material non-public information or the Board of Directors of the Company determines in good faith that the disclosure of such material information would not be prejudicial to or contrary to the interest of the Company and (y) in the case of clause (ii) above, the Board of Directors of the Company determines in good faith that such delay or cessation is no longer appropriate.
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Delay Conditions means the occurrence of all of the following on any one day after January 14, 2005: (A) Landlord has failed to tender possession of the Premises to Tenant in accordance with section 3.4 of the Lease, (B) the delay in delivering possession of the Premises to Tenant is due to Landlord Delay and (C) the Existing Landlord is charging a Daily Holdover Rent Percentage.
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Examples of Delay Conditions in a sentence

  • Prior to the End Date (as defined in the Company’s Certificate of Incorporation), the Special Committee (as defined in the Company’s Certificate of Incorporation) of the Company shall have exclusive authority to administer, interpret and enforce this Agreement on behalf of the Company, and to make determinations to be made by the Company’s Board of Directors, including with respect to Delay Conditions.

  • The regular meetings of the Assembly shall be held as needed with a minimum of one per semester.

  • Data is still being collected for Time Delay Conditions, with 20 participants for the two Time Delay Conditions as of now.

  • Schools should consider the request but ultimately the decision is made by the governors; however, it must be stressed that this approach must only be used after all other avenues have been exhausted.

  • In order to achieve the Commercial Operation Date by the Commercial Operation Milestone, Seller agrees to meet the Construction Milestones set forth in Exhibit A to this REPA, as the Construction Milestones may be extended due to Events of Force Majeure and Delay Conditions.

  • Motion by McKenzie, supported by Ingalsbee, to approve the Regular Council Meeting Agenda for the June 25, 2018 with the following amendments; removing item 13F.1 – Declaring the dance floor as surplus property and adding item 16A.1 – Closed Session to discuss Union Negotiations.

  • If Biogen delivers a Separate IND-Enabling Toxicology Notice, then, subject to the IND Delay Conditions, Biogen shall Initiate the IND-Enabling Toxicology Study for the Development Candidate that is the subject of such notice within [***] days following the date of such notification, unless such IND-Enabling Toxicology Study is an Ionis-Conducted IND-Enabling Toxicology Study, in which case Section 1.8.4(c) shall apply to the conduct of such study.

  • Comparison of Delay Conditions During Travel Time Studies, I-95 Philadelphia 69Table 37.


More Definitions of Delay Conditions

Delay Conditions means (i) the Company is in possession of material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole or (ii) the Board of Directors of the Company determines in good faith that as a result of the occurrence or existence of any pending corporate development with respect to the Company, a failure by the Company to cause (A) a delay in the effectiveness of the Shelf Registration Statement, (B) or the Shelf Registration Statement ceasing to be effective, or (C) a Prospectus thereunder ceasing to be usable, as the case may be, would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. The Delay Conditions shall not include any material non-public information or corporate development known to the Company as of the date hereof. The Delay Conditions shall be deemed to no longer exist if (x) in the case of clause (i) above, the Board of Directors of the Company determines in good faith that the disclosure of such material information would not be prejudicial to or contrary to the interest of the Company and (y) in the case of clause (ii) above, the Board of Directors of the Company determines in good faith that such delay or cessation is no longer appropriate.
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Delay Conditions means (i) Parent is in possession of material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole, or (ii) the Parent Board determines in good faith that as a result of the occurrence or existence of any pending corporate development with respect to Parent, a failure by Parent to cause (A) the Shelf Registration Statement ceasing to be effective, or (B) a Prospectus thereunder ceasing to be usable, as the case may be, would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole. The Delay Conditions shall not include any material non-public information or corporate development known to Parent as of the Closing Date. The Delay Conditions shall be deemed to no longer exist if (x) in the case of clause (i) above, the Parent Board determines in good faith that the disclosure of such material information would not be prejudicial to or contrary to the interest of Parent and (y) in the case of clause (ii) above, the Board of Directors of Parent determines in good faith that such delay or cessation is no longer appropriate. "Designating Stockholder" means each of DFW and RFE. "DFW" means DFW Capital Partners, L.P. "Effectiveness Period" has the meaning assigned thereto in Section 6(b) hereof. "Effective Time" means the date on which the SEC declares the Shelf Registration Statement effective or on which the Shelf Registration Statement otherwise becomes effective. "Effectiveness Deadline Date" means the earlier of (i) the First Anniversary and (ii) 45 days after an Early Release Event; provided, that if the SEC reviews and has written comments to the filed Shelf Registration Statement that would require the filing of a pre-effective amendment thereto with the SEC, then the Effective Deadline Date shall be 75 days after the filing of the Shelf Registration Statement.
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Delay Conditions means (i) the Company is in possession of material non-public information the disclosure of which would have a material adverse effect on the business, financial condition or results of operations of the Company or (ii) the Board of Directors of the Company determines in good faith that as a result of the occurrence or existence of any pending corporate development with respect to the Company, a failure by the Company to cause (A) the Shelf Registration Statement ceasing to be effective, or (B) a Prospectus thereunder ceasing to be usable, as the case may be, would have a material adverse effect on the business, financial condition or results of operations of the Company. The Delay Conditions shall be deemed to no longer exist if (x) in the case of clause (i) above, the Board of Directors of the Company determines in good faith that the disclosure of such material information would not be prejudicial to or contrary to the interest of the Company and (y) in the case of clause (ii) above, the Board of Directors of the Company determines in good faith that such delay or cessation is no longer appropriate.
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Related to Delay Conditions

  • 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).

  • 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.

  • 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.

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

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

  • Licence Conditions means the licence terms and conditions contained in this document, as amended from time to time in accordance with this agreement.

  • Extension Conditions Defined in Section 3.06(a).

  • Equity Conditions means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Redemption or Monthly Redemption, the shares issuable upon conversion in full of the Optional Redemption Amount or Monthly Redemption Amount) to the Holder would not violate the limitations set forth in Section 4(d) and Section 4(e) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, (j) for each of the twenty (20) Trading Days prior to the applicable date in question, the closing price of the Common Stock on the principal Trading Market is at least equal to the Floor Price plus an eight percent (8%) premium (as defined below), (k) the average daily dollar volume of for the Common Stock on the principal Trading Market for the twenty (20) Trading Days prior to the applicable date in question exceeds $200,000, and (l) the Company has timely filed (exclusive of any grace period) all of its SEC Reports during the time period in question. 3

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

  • Supplementary Conditions means the part of the Contract that amends or supplements the General Conditions;

  • 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.

  • 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;

  • Conversion Floor Price Condition means that the relevant Alternate Conversion Price is being determined based on clause (x) of such definitions.

  • 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.

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

  • Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).

  • 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.

  • Acceptance Condition means the acceptance condition to any Offer;

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

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

  • 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.

  • Equity Conditions Measuring Period means each day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.

  • Abnormal Market Conditions means conditions contrary to Normal Markets Conditions e.g. when there is low liquidity in the market or rapid price movements in the market or Price Gaps.

  • Mortgage Conditions means the mortgage conditions booklet reference MORT 0154 MAY 13 HF;

  • Emergency Condition means a condition or situation: (1) that in the judgment of the Party making the claim is imminently likely to endanger life or property; or (2) that, in the case of the NYISO or Connecting Transmission Owner, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to the New York State Transmission System or Distribution System, the Connecting Transmission Owner’s Interconnection Facilities or the electric systems of others to which the New York State Transmission System or Distribution System is directly connected; or (3) that, in the case of the Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to, the Small Generating Facility or the Interconnection Customer’s Interconnection Facilities. Under Emergency Conditions, the NYISO or Connecting Transmission Owner may immediately suspend interconnection service and temporarily disconnect the Small Generating Facility. The NYISO or Connecting Transmission Owner shall notify the Interconnection Customer promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Interconnection Customer’s operation of the Small Generating Facility. The Interconnection Customer shall notify the NYISO and Connecting Transmission Owner promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the New York State Transmission System or Distribution System or any Affected Systems. To the extent information is known, the notification shall describe the Emergency Condition, the extent of the damage or deficiency, the expected effect on the operation of each Party’s facilities and operations, its anticipated duration, and the necessary corrective action.