Draw Conditions definition

Draw Conditions means, with respect to the Tranche A Letter of Credit, the following conditions on which such letter of credit may be drawn: (i) an Event of Default has occurred and is continuing and either (A) the Administrative Agent, or any other Person entitled to do so, has given notice pursuant to Section 7 and subsection 10.8 (or is prevented by operation of law or otherwise from giving such notice) that Tranche A Term Loan Obligations are payable hereunder (or would have been payable but for a failure to make a demand as a result of a stay, operation of law or otherwise) on the date specified in such notice, or (B) the Administrative Agent is not required to give notice and the Tranche A Term Loan Obligations have become due and payable immediately pursuant to Section 7, and in either case either the Loan Parties have not made full payment thereof or an amount paid by Loan Parties has been avoided as a preference payment under applicable bankruptcy, insolvency, receivership or other similar laws, or (ii) notice of nonrenewal of such letter of credit has been given to Tranche A Paying Agent and less than 30 days remain before the expiration time of such letter of credit and the letter of credit has not been replaced by another letter of credit acceptable to Tranche A Paying Agent, or (iii) the issuing bank is not an Acceptable Letter of Credit Issuer and such condition has continued for a period of at least 60 days, and the letter of credit has not been replaced by another letter of credit acceptable to Tranche A Paying Agent, or (iv) as of any date not more than 30 days from the date of determination, the amount available to be drawn under such letter of credit as of such date (taking into account any interest that has been added to principal in accordance with the provisions hereof) will be insufficient to cover all of the outstanding Obligations with respect to the Tranche A Term Loans as of such date; provided that in any case the amount of the sight draft delivered to the issuing bank shall not exceed an amount equal to 101% of the principal amount of the Tranche A Term Loans (taking into account any interest that has been added to principal in accordance with the provisions hereof), plus interest thereon for a one calendar quarter period (but in no event more than 105% of the principal amount of the Tranche A Term Loans, taking into account any interest that has been added to principal in accordance with the provisions hereof).
Sample 1
Draw Conditions means the presentation by Seller to the Qualified Issuer of the original Qualifying Letter of Credit together with a draft in the amount of the entire face amount thereof payable to Seller and accompanied by a certification on Seller’s letterhead and purportedly signed by an authorized officer thereof stating that either of the following: (i) Buyer has failed to complete the Closing within two (2) Business Days following the date on which the Closing should have occurred pursuant to Section 3.1 and all of the following conditions have been satisfied: (A) the conditions set forth in Section 4.1 and Section 4.2 (other than those conditions that by their terms are to be satisfied at the Closing) have been satisfied (subject to Section 4.4); (B) Seller has delivered to Buyer an irrevocable written notice confirming that it is ready, willing and able to consummate the Closing; and (C) the Closing has nevertheless not occurred (other than due to Seller’s default); or (ii) the Qualifying Letter of Credit then outstanding (or any amended or replacement Qualifying Letter of Credit then outstanding) will expire in less than thirty (30) days the following has occurred: Seller has not received an amended or replacement Qualifying Letter of Credit extending (or further extending, as the case may be) the expiry date to not earlier than (1) one year or (2) ten (10) days after a final and nonappealable determination of Seller’s pursuit of legal and equitable remedies hereunder.
Sample 1
Draw Conditions. In the event the Company has secured financing (whether debt and/or equity) in the aggregate amount of $20,000,000 from and after the date hereof and prior to the January 1, 2024, this binding term sheet shall automatically terminate and the Company will not be able to make any draw requests with respect to the Loan. Governing Law: Delaware law
Sample 1

Examples of Draw Conditions in a sentence

  • Subject to the terms and conditions hereof and the satisfaction of the Delayed Draw Conditions, each Lender severally agrees to make, during the Delayed Draw Period, one or more Delayed Draw Term Loans to the Borrower in an aggregate amount not to exceed such Lender’s Delayed Draw Term Loan Commitment.

  • Sub-Sublandlord agrees not to draw upon the Security Deposit unless one of the Draw Conditions exists, and if Sub-Sublandlord does effect such a “draw,” such “draw” amount shall only be to the extent expressly permitted under this Section 6.

  • Prior to the funding of any Tranche 4 Advance, Borrower shall deliver to Agent a calculation detailing the Net Product Revenue Ratio and demonstrating compliance with the Tranche 4 Draw Conditions in form and substance reasonably acceptable to Agent.

  • With respect to the Term B Borrowing, the Term B Draw Conditions shall have been satisfied.

  • All interest paid upon interim or temporary Debentures or interim certificates will be noted thereon as a condition precedent to such payment unless paid by cheque to the registered holders thereof.

  • Lender will fund each DLOC Draw within 10 Business Days after Xxxxxx’s receipt of a complete, executed DLOC Draw Request and Xxxxxx’s determination that all DLOC Draw Conditions have been met, such funding to be by wire transfer in accordance with the instructions stated in the DLOC Draw Request.

  • Investor and Company agree that while Investor is not waving any past or future Trigger Events (as defined in the Outstanding Notes), any funding conditions inconsistent with the Draw Conditions shall no longer be applicable to Company.

  • With respect to the Term C Borrowing, the Term C Draw Conditions shall have been satisfied.

  • Xxxxxxxx understands and agrees that Xxxxxx’s obligation to fund the Requested Draw is subject to Xxxxxx’s satisfaction with or waiver of, in Xxxxxx’s sole discretion, each of the DLOC Draw Conditions set forth in the Agreement.

  • In the event the Term Loan Draw Conditions have not been met or otherwise waived with respect to any Interim Loans on or before February 25, 2003 and with respect to any other Loans on or before March 7, 2003, either the Lenders or the Borrower may, by written notice to each other and the Committee, terminate this Agreement.


More Definitions of Draw Conditions

Draw Conditions means each of the following: the applicable request is accompanied by (i) a copy of all invoices for Tenant Improvement Work costs covered by such draw request (and reasonable back-up information relating thereto), (ii) an application for payment and sworn statement of the Leasehold Contractor substantially in the form of AIA Document G-702 or G-703 covering all hard costs for which reimbursement is to be made to a date specified therein; (iii) a certification from Tenant’s Architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; and (iv) contractor’s and subcontractor’s partial waivers of liens and claims (for contractors and subcontractors providing in excess of $10,000 in materials and/or services) conditioned upon payment for the current request and waiving all claims for amounts previously paid. Any portion of the Construction Allowance remaining unused shall be applied by Landlord against the Minimum Annual Rent and/or Additional Rent next due and payable by Tenant under the Lease.
Sample 1
Draw Conditions means Agent has received and reviewed from Borrower either (a) evidence that Borrower either has received notification from the FDA that pivotal trials conducted outside the United States are acceptable for submission in a new drug application for Bilastine or upon the completion of a Phase 3 trial in which Bilastine’s results are significantly better than the results of placebo in such trial, or (b) evidence that Borrower has made cumulative cash payments (including internal research and development trials) exceeding Twenty Million Dollars ($20,000,000) for Bilastine and/or another in-licensed drug candidate, or (c) evidence of FDA approval of a product owned or in-licensed by Borrower. Draw Condition (b) being called the “R&D Condition”.
Sample 1
Draw Conditions. In addition to the conditions precedent set forth in Article III of this Agreement, (i) the delivery of a notice of redemption by the Obligors to the Trustee under the Indenture Agreement pursuant to Section 3.01 of the Indenture Agreement that the Obligors have elected to redeem all of the outstanding Securities (as defined in the Indenture Agreement), (ii) the delivery of a notice of redemption by the Obligors to all Holders (as defined in the Indenture Agreement) of the outstanding Securities under the Indenture Agreement in the form required pursuant to Section 3.03 of the Indenture Agreement, and (iii) the delivery of a notice in the form of Exhibit 3.15 hereto to the Term Loan Agent stating that the above conditions and the conditions set forth in Section 3.15 have been satisified as of the Draw Date.
Sample 1

Related to Draw Conditions

  • Extension Conditions Defined in Section 3.06(a).

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

  • 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.

  • 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.

  • Payment Conditions means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

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

  • 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.

  • 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;

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

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

  • 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.

  • 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.

  • 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.

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

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

  • Normal Operating Conditions means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System.

  • 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.

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

  • 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

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

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

  • Payment Condition shall be deemed to be satisfied in connection with a Restricted Payment, Restricted Debt Payment, investment or Permitted Acquisition if:

  • Refinancing Conditions the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default or Event of Default exists.

  • 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.

  • Performance Conditions means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.