Fulfillment of Conditions definition

Fulfillment of Conditions. Any extension by the Committee of the term of an Option beyond the date of a Termination of Employment shall be contingent on such conditions as the Committee, in its sole discretion, may determine, including but not limited to the fulfillment of the conditions that: (a) Participant shall not, whether full time or part time, as an employee, on a consulting or advisory basis or otherwise, engage in or perform any services during the period between the date of Participant's Termination of Employment and the date of Participant's exercise and payment of the extended Option for a business which at such time shall be a Competing Business, nor shall Participant at any time (i) disclose information relative to the business of the Corporation and its subsidiaries which is confidential or (ii) otherwise act or conduct himself in a manner which is inimical or contrary to the best interest of the Corporation and its subsidiaries, and (b) The Participant shall be available during the period between the date of Participant's Termination of Employment and the date of Participant's exercise and payment of the extended Option for such consulting and advisory services as the Corporation or its subsidiaries may reasonably request, taking fairly into consideration the age, health, residence and individual circumstances of the Participant and the total value of the Options held by the Participant under the Plan during the Exercise Period. In the event that any of such conditions shall not be fulfilled, the obligations of the Corporation hereunder shall forthwith terminate, as shall the extension of the terms of any Options hereunder; provided that any such cancellation shall be in addition to and not in lieu of any of the rights or remedies available to the Corporation or its subsidiaries arising out of Participant's breach of any provision of this Agreement or the Plan. Ownership as a passive investor of not more than five percent (5%) of the outstanding shares of the stock of any company listed on a national securities exchange or having at least one hundred (100) shareholders of record shall not in itself be deemed a nonfulfillment of the conditions herein set forth.
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Examples of Fulfillment of Conditions in a sentence

  • Fulfillment of Conditions...............................................................

  • Furthermore, a Building Permit cannot be issued until all requirements for clearing as a Notice of Fulfillment of Conditions for the subject Minor Variance and Consent Applications are issued by the Office of the City Clerk.

  • The Referring Party’s Filing and the Annexes shall have a page number on each page and the table of contents shall reflect the pages at which each heading can be found.> Section A – Summary of the Dispute < A summary of the Dispute, usually not longer than two A4 pages> Section B – Fulfillment of Conditions to File a Direct Filing <This Section shall demonstrate that the Referring Party has fulfilled all the conditions set out in the Dispute Resolution Procedures to request a Decision by the TRA.

  • The transfer of unlimited rights of use only takes place after the "Fulfillment of Conditions"; if payment is made by check or bill of exchange, the "Fulfillment of Conditions" is deemed to be the redemption of the same.

  • The criteria are further determined in the Rules on Determining the Fulfillment of Conditions for a Research Project Leader (Pravilnik o kriterijih za ugotavljanje izpolnjevanja pogojev za vodjo raziskovalnega projekta).

  • The table of contents and captions or headings herein are for convenience of reference only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution.Section 7.5. Certification of Fulfillment of Conditions.

  • The criteria are further determined in the Rules on Determining the Fulfillment of Conditions for a Research Project Leader (Pravilnik o kriterijih za ugotavljanje izpolnjevanja pogojev za vodjo raziskovalnega projekta, Uradni list RS št.

  • Notwithstanding anything to the contrary in this Section 10A, the covenants set forth in Sections 8.2 (Management Responsibility), 8.4 (Consents and Approvals), 8.6 (Fulfillment of Conditions), 8.7 (Indebtedness), 8.8 (Exclusivity), 8.9 (GAAP Financial Statements) and 16.3 (Hedging) shall not survive the Closing.

  • The table of contents and captions or headings herein are for convenience of reference only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution.Section 8.5. Certification of Fulfillment of Conditions.

  • Fulfillment of Conditions Precedent.If Member or applicant has failed or refused within a reasonable time to fulfill any condition precedent to performance (see Section 304.2); OR C.

Related to Fulfillment of Conditions

  • 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.

  • 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.

  • 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 means these terms and conditions;

  • 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.

  • Satisfaction shall be a determination, in good faith, made by the Contractor and in accordance with commonly accepted industry standards. If the Contractor, Client, or other responsible party delays in making any payment to the Contractor, from which payment to Subcontractor is to be made, Contractor and its sureties shall have a reasonable time to make payment to Subcontractor. “Reasonable time” shall be determined in relation to relevant circumstances, but shall in no event be less time than required for Contractor, Contractor’s sureties, and Subcontractor to pursue a conclusion to their legal remedies against the Client or other responsible party to obtain payment, including, but not limited to, mechanics’ lien remedies.

  • 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).

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

  • 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.

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

  • 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.

  • Satisfied means paid-in-full.

  • 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:

  • 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;

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

  • 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

  • Satisfaction Date has the meaning set forth in Section 2.6.

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

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

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

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

  • Business Condition means the financial condition, business, assets, liabilities and operations of a Person.

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

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

  • Acute condition means that the individual is medically unstable. Such an individual requires frequent monitoring by medical professionals, such as physicians and registered nurses, in order to maintain his or her health status.