Issuance Conditions definition

Issuance Conditions means the Regulatory Condition and the Company Conditions.
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Issuance Conditions has the meaning assigned to it in Section 5.02.
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Issuance Conditions. The satisfaction of each of the following conditions:
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Examples of Issuance Conditions in a sentence

  • If any of the Share Issuance Conditions is not satisfied, the Company shall be obliged to settle the relevant amount in cash.

  • If any of the Share Issuance Conditions is not satisfied at any time following the delivery of a Share Issuance Notice and prior to the expiration (or other termination) of the Issuance Period to which the Share Issuance Notice relates, the Borrower shall immediately notify each of the Lenders of such failure and the Issuance Period shall terminate at the completion of the date on which such failure has occurred (or, if the Issuance Period has not yet commenced, it shall not commence).

  • Borrowing of Each Designated Subsidiary Conditions Precedent to Each Revolving Credit Borrowing and Each Issuance Conditions Precedent to Each Extension Date and Each Commitment Increase Determinations Under Section 3.01 42 44 45 45 46 ARTICLE IV SECTION 4.01.

  • The Consulting Fee will be paid on the last to occur of the following: (i) the effectiveness of an S-8 registration statement including the Shares, (ii) the affirmative vote of shareholders of the Company approving an amendment to the Articles of Incorporation to increase the Company's authorized common stock and approving the issuance of the Shares and (iii) the listing on the American Stock Exchange of the Shares (collectively the "Issuance Conditions").

  • Holdings shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Non-Cash Pay Holdings Debt, (ii) Permitted Holdings Debt and (iii) the Guarantee Obligations referred to in clause (a)(ii)(v)(B) above; provided, however, that in the case of Permitted Holdings Debt, other than Initial Base PHD, the PHD Issuance Conditions are satisfied at the time of any such issuance of Permitted Holdings Debt.

  • The Payment Shares is subject to the Issuance Conditions (as hereinafter defined 8.1.ii.3) will be registered by the Investor at its sole cost and expense.

  • If the Issuance Conditions are satisfied, the Company or its agent shall cause a Contingent Warrant Issuance Form to be mailed to registered and beneficial owners of Common Stock as of the last day of the Holding Period, together with a letter of instruction pursuant to which the Company shall instruct each such beneficial owner that is a Qualifying Stockholder to properly complete, sign and return a Contingent Warrant Issuance Form to the Company within the time period specified therein.

  • All Shares issued by the Company to Consultant hereunder shall be duly authorized, validly issued, fully paid and non-assessable and the Company has or will have undertaken all corporate action necessary to issue such Shares to Consultant subject to satisfaction of the Issuance Conditions.

  • The Assumption Fee will be paid on the last to occur of the following: (i) the affirmative vote of shareholders of the Company approving an amendment to the Articles of Incorporation to increase the Company's authorized common stock and approving the Assumption Fee and (iii) the listing on the American Stock Exchange of the shares of common stock comprising the Assumption Fee (collectively the "Issuance Conditions").

  • This Agreement, when executed and delivered by the Company and Consultant, constitutes the valid and binding obligation of the Company, subject to satisfaction of the Issuance Conditions, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights an remedies generally, and subject as to enforceability to general principles of equity.


More Definitions of Issuance Conditions

Issuance Conditions has the meaning set forth in Section 2.05(b).
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Issuance Conditions means one of the following events has occurred: (i) a Remarketing Event has continued in the commercial paper market for a period of twelve consecutive months since the last date on which any Class A CP Notes issued by the Issuer matured; (ii) the short-term rating of the Liquidity Provider is downgraded below "P-1" or "A-1" by Moody's or Standard & Poor's, respectively, (or the entity guaranteeing the Liquidity Provider's obligations short term rating is downgraded below "P-1" and "A-1" by Moody's and Standard & Poor's, respectively), and the Liquidity Provider is not replaced in accordance with the Liquidity Agreement; or (iii) the Liquidity Provider elects not to renew the Liquidity Agreement at the request of the Issuer on any annual extension date and is not replaced by an eligible liquidity provider with ratings provided by the Rating Agencies necessary to for the Class A CP Notes to be rated "A-1" and "P-1", by Standard & Poor's and Moody's, respectively.
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Related to Issuance Conditions

  • 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.

  • Performance Condition means a condition related to performance which is specified by the Committee under Rule 4.1 (Terms of grant);

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

  • Payment Conditions means, at the time of determination with respect to any specified transaction or payment, that:

  • Equity Conditions means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Preferred Stock, (c)(i) there is an effective registration statement pursuant to which either (A) the Corporation may issue Conversion Shares or (B) the Holders are permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Corporation believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares may be issued to the Holder pursuant to Section 3(a)(9) of the Securities Act and immediately resold without restriction, (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 Corporation 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) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 6(d) herein and (g) the applicable Holder is not in possession of any information provided by the Corporation, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information.

  • Monthly Remittance Conditions means, collectively, (i) TMCC is the Servicer, (ii) either (a) TMCC’s short-term unsecured debt is rated P-1 by Moody’s and A‑1 by S&P, or (b) certain arrangements are made that are acceptable to the Rating Agencies and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Noteholders).

  • 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.

  • Monthly Remittance Condition has the meaning set forth in Section 4.2 of the Sale and Servicing Agreement.

  • 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.

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

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than 150% of the outstanding principal amount of the Secured Obligations plus the Qualified Cash A/P Amount.

  • 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.

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

  • 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), (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%.

  • 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.

  • 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.