Ownership Condition definition

Ownership Condition means that neither Parent nor Merger Sub “beneficially owns” (as defined in the Company Certificate) ten percent (10%) or more of the outstanding shares of Company Common Stock entitled to vote at the Company Stockholders Meeting.
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Ownership Condition means the condition that at any time is satisfied (a) in respect of the Equityholder if at such time OFS owns 100% of the membership interest in the Equityholder and (b) in respect of the Borrower if at such time both (i) the Ownership Condition is satisfied in respect of the Equityholder and (ii) the Equityholder owns 100% of the membership interest in the Borrower.
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Ownership Condition means the beneficial ownership by Buyer of at least 769,231 shares of Common Stock (subject to adjustment in the case of a stock split or share combination) directly (and not pursuant to the Warrants or any other security convertible into or exchangeable for shares of Common Stock).
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Examples of Ownership Condition in a sentence

  • The register will not be made available to anyone other than to officers of the Association.

  • Notwithstanding clause 13.1, but without prejudice to Clause 9, for so long as the Ownership Condition or Incentive Share Condition is satisfied, if directed by Sponsor Approval (either generally for all amendments or only in respect of specific amendments), the Company may only amend its memorandum and articles by Special Resolution of Members.

  • Genuine Diversity of Ownership Condition Shares in each of the Funds shall be widely available.

  • Friends of Makakilo Dr. Dudley argued how the various Conditions involving Traffic (Condition 10b), Stormwater Runoff (Condition 11), and Ownership (Condition 22) had been violated; and how representations regarding Agriculture were inaccurate; and why an Order to Show Cause was justified.

  • Save as provided under article44.4 to 44.7 and article 50.5(a) to 50.5(d), for so long as the Ownership Condition is satisfied, a Sponsor Director may only be removed from office, with or without cause, by Sponsor Approval.

  • In the event Bidder acquires 50% or more of Bullseye Shares but does not achieve the Minimum Ownership Condition of 90% or more and consequently cannot compulsorily acquire the remaining 10% (or less) of Bullseye Shares, Bullseye will not become a wholly owned subsidiary at the end of the Offer Period and there will be minority shareholders in Bullseye.Red 5 will endeavour to implement the intentions contained below to the extent it is able to do so by law.

  • Ownership; Condition and Sufficiency of Purchased Assets ................................................

  • The Company’s obligations under this Section 5.2 with respect to the Board Member Designee shall terminate in their entirety if at any time (i) the SDL Ownership Condition ceases to be satisfied or (ii) the Company’s obligations under this Section 5.2 become inconsistent with the rules, regulations and guidance of the applicable exchange on which the Company’s Common Stock may become listed or quoted, and in each such case, the Board Member Designee shall resign from the Board effective immediately.

  • Subject to S ection 2.1(b)(i)(A), if at any time a Founder Group fails to meet the Founder Group Minimum Ownership Condition, then such Founder Group’s right to designate, nominate and replace any member of the Board (other than a Joint Founder Designee, if applicable) shall terminate and reduce to zero (0) directors, and such Founder Group agrees to promptly thereafter cause its Designee director to tender his or her immediate resignation from the Board.

  • The IRS and Treasury have become aware of transactions intended to avoid the application of section 7874 that involve a transfer of cash (or certain other assets) to the foreign corporation in a transaction related to the acquisition described in sec- tion 7874(a)(2)(B)(i), thereby minimizing the former shareholders’ ownership in the foreign corporation for purposes of the Ownership Condition.


More Definitions of Ownership Condition

Ownership Condition means the condition that at any time is satisfied (a) in respect of the Equityholder if at such time OFS owns 100% of the membership interest in the Equityholder and (b) in respect
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Ownership Condition of an LTIP Award means a condition to the vesting of an LTIP Award based upon the ownership of Common Shares (including the right to acquire Common Shares other than pursuant to this Plan) by the Participant, or the Participant's spouse, including for greater certainty by a registered retirement savings plan, a registered retirement income fund, 401(k) plan or similar plan of either of them, excluding the ownership of Common Shares for the purpose of satisfying the Ownership Condition for any other unvested LTIP Awards;
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Related to Ownership Condition

  • Ownership Threshold has the meaning specified in Section 2.1(a).

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Ownership Change means a change in a hospital’s owner, lessor, or operator under 42 CFR 489.18(a).

  • Business Condition of any Person shall mean the condition (financial or other), earnings, results of operations, business, properties or prospects of such Person.

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

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

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

  • Poor foundation conditions means those areas where features exist which indicate that a natural or man-induced event may result in inadequate foundation support for the structural components of an SWLF unit.

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

  • 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).

  • Preexisting condition means any medical condition,

  • Acute condition means a disease, illness or injury that is likely to respond quickly to treatment which aims to return the person to his or her state of health immediately before suffering the disease/ illness/ injury which leads to full recovery.

  • Normal Operating Conditions means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System.

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

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

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

  • Preexisting condition exclusion means, with respect to coverage, a limitation or exclusion of

  • 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.

  • Burdensome Condition has the meaning set forth in Section 5.06(a).

  • 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.

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • 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%.

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

  • Constructive Ownership means ownership of Shares by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

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