New Capital Condition definition

New Capital Condition shall be satisfied as of any date, if on or prior to such date, the Company shall have received in the aggregate at least $1.25 billion of gross cash proceeds from the issuance of New Capital by the Company or its Subsidiaries, provided that if any New Capital is provided by an Affiliate of the Company, (i) the terms of such New Capital shall not be less favorable in the aggregate to the Company than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s length basis from a person who is not an Affiliate of the Company and (ii) the Company shall obtain a customary fairness opinion from an independent accounting, appraisal or investment banking firm of national standing to the effect that (A) the terms of such New Capital are fair to the Company from a financial point of view or (B) the terms of such New Capital are not less favorable in the aggregate to the Company than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s length basis from a Person who is not an Affiliate of the Company.

Related to New Capital Condition

  • Capital Commitment means, for any Borrower, the capital commitment of its Investors in the amount set forth in the applicable Subscription Agreements; “Capital Commitments” means all such Capital Commitments, collectively.

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

  • Additional Capital Contribution has the meaning set forth in Section 3.02.

  • Capital Call The meaning as set forth in Section 3.2 hereof.

  • Capital Call Notice As defined in Section 3.2(a).

  • Supplemental Conditions means those terms and conditions, if included in the Agreement by mutual written agreement of the Parties, which add to or modify the Agreement and are incorporated by reference as if fully set forth in the Agreement. In the case of a conflict between the Supplemental Conditions and the Agreement, the Supplemental Conditions shall prevail.

  • Initial Capital Contribution has the meaning set forth in Section 4.1.

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • Special Conditions means Special Conditions of Contract, which override the General Conditions, also referred to as SCC.

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

  • Additional Capital Contributions shall have the meaning set forth in Section 5.3.

  • Replacement Capital Covenant has the meaning specified in the introduction to this instrument.

  • Initial Capital Contributions has the meaning set forth in Section 5.1.

  • Capital Contribution means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership.

  • Unreturned Capital Contributions means all Capital Contributions made by a Class A Member less any returned capital.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • 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.

  • Working Capital Facility means, at any time, the aggregate amount of the Working Capital Lenders' Working Capital Commitments at such time.

  • Capital Contributions means, with respect to any Member, the amount of money (US Dollars) and the initial Gross Asset Value of any assets or property (other than money) contributed by the Member (or such Member’s predecessor in interest) to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752) with respect to the Units in the Company held or purchased by such Member, including additional Capital Contributions.

  • General Condition means these General Terms and Conditions of Contract.

  • Working Capital Target means $0.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Working Capital Escrow Amount means $2,000,000.

  • Working Capital Advance has the meaning specified in Section 2.01(a).

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Additional Consideration has the meaning set forth in Section 3.2.