Offer Condition definition

Offer Condition has the meaning set forth in Section 2.1(b)(i).
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Offer Condition shall have the meaning set forth in Section 1.1(b) of the Agreement.
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Offer Condition set forth in Section 2(ix) of Annex A with respect to all conditions in existence as of this date, (3) waives the condition set forth in Section 5.1.4 of the Agreement, (4) waives its right to terminate the Agreement pursuant to Section 6.2.1 for breaches by Proler of any of its representations or warranties in the Agreement, and (5) waives its right to terminate the Agreement pursuant to Section 6.2.1 for any defaults by Proler to date in its observance or performance of any of its covenants or agreements under the Agreement; PROVIDED, HOWEVER, that Schnitzer's waiver of said conditions and termination rights is contingent upon the determination by Proler's board of directors that Schnitzer's offer to purchase Proler's common stock, with the waiver of the foregoing conditions, is superior to the offer made by Xxxx Xxx Corporation ("Xxxx Xxx"), as amended by Xxxx Xxx'x letter to Proler dated November 13, 1996. We look forward to the prompt termination of the Xxxx-Xxxxx-Xxxxxx Act waiting period and the closing of the transaction. Very truly yours, /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx President
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Examples of Offer Condition in a sentence

  • Purchaser expressly reserves the right, in its sole discretion, to, upon the terms and subject to the conditions of the Offer, increase the Offer Price, waive any Offer Condition (as defined in the Offer to Purchase) or make any other changes to the terms and conditions of the Offer.

  • Merger Sub expressly reserves the right, at any time, to (A) increase the Offer Price or (B) waive any Offer Condition or make any other changes to the terms and conditions of the Offer that are not inconsistent with the terms of this Agreement.

  • The Offer Conditions are for the sole benefit of Parent and Sub, and Parent and Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Sub only with the prior written consent of the Company.

  • The Bidder undertakes that, between the date hereof and the satisfaction of the Offer Condition in Clause 1.2(iii)(a) above, neither it nor TerraForm Power Inc.

  • Subject to the terms of the Merger Agreement and the applicable rules and regulations of the SEC and other applicable laws and regulations, we expressly reserve the right to waive any Offer Condition at any time and from time to time, to increase the Offer Price and to make any other changes in the terms and conditions of the Offer.

  • Conversion Shares Offer: (Condition 9(f))[Applicable][Not Applicable] 26.

  • The Counter- Offer Condition requires that after an appropriate challenge, the counter-offer price is below the value of the good so that B has a pecuniary incentive to accept the counter-offer.

  • If at any time a party becomes aware of a fact or circumstance that might prevent an Offer Condition from being satisfied, it shall immediately inform the other in writing.

  • The provisions set forth in Clauses 5.3 (save for the Tender Offer Condition set forth in Clause 5.3.3(a) and Clause 5.3.4) and 6.2 and the condition set forth in Clause 5.4.1(a) shall not apply.

  • The waiver is equivalent to the fulfilment of the relevant Offer Condition.


More Definitions of Offer Condition

Offer Condition. At the end of the French Exchange Offer acceptance period, Canada having received valid acceptances (which have not been withdrawn) in respect of French Shares which carry more than 67% of the total voting rights calculated on a fully diluted basis at the end of the French Exchange Offer Acceptance Period (the FRENCH MINIMUM CONDITION). This condition may be waived only upon agreement of France and Canada. FRENCH EXCHANGE OFFER The normal period for a public offer in France (25 ACCEPTANCE PERIOD: trading days) during which acceptance may be made, subject to:
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Offer Condition set forth in Section 2(ix) of Annex A with respect to all conditions in existence as of this date, (3) waives the condition set forth in Section 5.1.4 of the Agreement, (4) waives its right to terminate the Agreement pursuant to Section 6.2.1 for breaches by Proler of any of its representations or warranties in the Agreement, and (5) waives its right to terminate the Agreement pursuant to Section 6.2.1 for any defaults by Proler to date in its observance or performance of any of its covenants or agreements under the Agreement; PROVIDED, HOWEVER, that Schnitzer's waiver of said conditions and termination rights is contingent upon the determination by Proler's board of directors that Schnitzer's offer to purchase Proler's xxxxxx stock, with the waiver of the foregoing conditions, is superior to the offer made by Hugo Neu Corporation ("Hugo Neu"), as amended by Hugo Neu's letter to Pxxxxx xxted November 13, 0000. We look forxxxx xx xxe prompt texxxxxxion of the Hart-Scott-Rodino Act waiting period and the closing of the transaction. Very truly yours, /s/ ROBERT W. PHILIP Robert W. Philip President cc: Ms. Xxxxxxxx Xxxx
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Offer Condition means the condition to the Offer, as set out in this
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Offer Condition means the condition to the Offers as set out in this joint
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Related to Offer Condition

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

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

  • Maximum Tender Condition has the meaning specified in Section 2.17(b).

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

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

  • Qualifying condition means a condition described in Section 26-61a-104.

  • 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).

  • 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 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%.

  • 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.

  • OTHER CONDITIONS Any subsequent contracts shall supersede the provisions of this contract. This contract is void if the Party of the Second Part does not hold a valid license in accordance with Section 6-17-401 A.C.A. for the full term of the contract. Given this, the 25TH DAY OF APRIL, 2017 PARTIES: The Fort Xxxxx School District 100, Party of the First Part, and XXXXXXXXX XXXXX XXXXXX Party of the Second Part, agree as follows:

  • Delivery Condition has the meaning set forth in Section 2.2(a).

  • Offer Acceptance Time is defined in Section 1.1(h) of the Agreement.

  • Release Condition means the following:

  • Rating Condition has the meaning specified in Section 2.06(c)(ii).

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

  • 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.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Offer Deadline means the exact date and time when no Offer submitted thereafter may be considered or accepted by District.

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

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

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

  • Acceptance Condition means the acceptance condition to any Offer;

  • restrictive condition means any condition registered against the title deed of land restricting the use, development or subdivision of the land concerned:

  • Outside Date has the meaning set forth in Section 8.1(b).

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a Tender in accordance with this Agreement, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully remarketed pursuant to a Remarketing, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully remarketed pursuant to a Remarketing or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.