Observer Designation Condition definition

Observer Designation Condition means that the Investors and their respective affiliates and associates beneficially own at least ten percent (10%) of the issued and outstanding shares of Common Stock.
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Observer Designation Condition means that the MHR Entities and their respective affiliates and associates beneficially own at least the lesser of (i) 8,005,000 shares of Common Stock, and (ii) 10% of the issued and outstanding shares of Common Stock (as equitably adjusted in respect of any stock or other equity dividend or distribution, reclassification, recapitalization or similar transaction occurring after the date hereof).
Sample 1

Examples of Observer Designation Condition in a sentence

  • This Agreement shall terminate and be of no further force and effect automatically upon the Observer Designation Condition ceasing to be satisfied unless earlier terminated pursuant to an instrument in writing executed by the Company and the Investors.

  • Unless earlier terminated pursuant to an instrument in writing executed by the MHR Entities and the Company, this Agreement shall automatically terminate upon the Observer Designation Condition ceasing to be satisfied.

  • The Observer and each of the MHR Entities acknowledge and agree that in the event the Observer Designation Condition is no longer satisfied, the MHR Entities shall no longer be entitled to designate the Observer and the Observer shall automatically cease to be an observer of the Committee.

Related to Observer Designation Condition

  • 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 Conditions Defined in Section 3.06(a).

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

  • 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.

  • Continuing Director means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (a) was a member of such board of directors on the Closing Date, or (b) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election.

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

  • Release Condition means the following:

  • 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.

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • 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 the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Investor Designee means an individual nominated by the Board as a “Investor Designee” for election to the Board pursuant to Section 5.10(a), Section 5.10(d) or Section 5.10(e) of the Investment Agreement.

  • 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.

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Change in condition means a change in physical condition of the employee as well as any change

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

  • Type designation means a combination of letters and numerals assigned by the Government to a major end item, assembly or subassembly, as appropriate, to provide a convenient means of differentiating between items having the same basic name and to indicate modifications and changes thereto.

  • 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.

  • Qualifying Replacement Capital Covenant has the meaning specified in the Replacement Capital Covenant.

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).

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

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

  • Mandatory Tender Notice means, in connection with the Mandatory Tender of VRDP Shares, a notice, substantially in the form attached to the VRDP Shares Remarketing Agreement as Annex II, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with this Agreement and specifying a Mandatory Tender Event and Purchase Date.

  • Observer means a person who is not enrolled in an Iowa medical school or osteopathic medical school, who observes care to patients in Iowa for a defined period of time and for a noncredit experience, and who is supervised and accompanied by an Iowa-licensed physician as defined in 9.2(3). An observer shall not provide or direct hands-on patient care, regardless of the observer’s level of training or supervision. The supervising physician may authorize an observer to read a chart, observe a patient interview or examination, or witness procedures, including surgery. An observer shall not chart; touch a patient as part of an examination; conduct an interview; order, prescribe or administer medications; make decisions that affect patient care; direct others in providing patient care; or conduct procedures, including surgery. Any of these activities requires licensure to practice in Iowa. An unlicensed physician observer or a medical student observer may touch a patient to verify a physical finding in the immediate presence of a physician but shall not conduct a more inclusive physical examination.

  • 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.

  • Secured Party Designation Notice means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit H.