Resignation Condition definition

Resignation Condition means (i) the Asset Representations Reviewer determines that it is not eligible to be an asset representations reviewer under Section 5.1 and delivers to the Sponsor an Opinion of Counsel supporting its determination (unless receipt of such Opinion of Counsel is waived by the Sponsor), (ii) the Asset Representations Reviewer determines that it is legally unable to act or perform its obligations under this Agreement and there is no reasonable action it could take to make the performance of its obligations under this Agreement permitted under applicable law and delivers to the Sponsor an Opinion of Counsel supporting its determination (unless receipt of such Opinion of Counsel is waived by the Sponsor), (iii) there exists an Unresolved Conflict of Interest or (iv) an amount is due and unpaid under this Agreement (including an uncontested amount due in respect of indemnification) for ninety (90) calendar days after notice from the Asset Representations Reviewer to the Sponsor of the amount due and owing.
Sample 1Sample 2Sample 3
Resignation Condition means (i) the Asset Representations Reviewer determines that it is not eligible to be an asset representations reviewer under Section 5.01 and delivers to the RPA Seller an Opinion of Counsel supporting its determination (unless receipt of an opinion of counsel is waived by the RPA Seller), (ii) the Asset Representations Reviewer determines that it is legally unable to act or perform its obligations under this Agreement and there is no reasonable action it could take to make the performance of its obligations under this Agreement permitted under applicable law and delivers to the RPA Seller an Opinion of Counsel supporting its determination (unless receipt of such Opinion of Counsel is waived by the RPA Seller), (iii) there exists an Unresolved Conflict of Interest or (iv) an amount is due and unpaid under this Agreement (including an uncontested amount due in respect of indemnifications) for ninety (90) calendar days after notice from the Asset Representations Reviewer to the RPA Seller of the amount due and owing.
Sample 1Sample 2
Resignation Condition means the delivery by Xxxxxxx Xxx Xxx Xxxx to the Company of his resignation from the Company’s Board of Directors (which expressly provides that it shall be effective only upon the closing of the first underwritten public secondary offering of the Common Stock by HNA (the “First Public Offering”).
Sample 1

Examples of Resignation Condition in a sentence

  • In addition, unless the Resignation Condition specified in clause (i) or (ii) of the definition thereof has occurred, the Asset Representation Reviewer shall not resign (x) within one hundred fifty (150) days following the latest occurrence of a Delinquency Trigger Breach, and (y) if a Review Notice has been received by the Asset Representations Reviewer, until after the completion of the Review and the delivery by the Asset Representations Reviewer of a Review Report pursuant to Section 3.5.

  • The Asset Representations Reviewer will not resign as Asset Representations Reviewer prior to the second anniversary of the date hereof unless a Resignation Condition has occurred.

  • Upon the satisfaction of the Resignation Condition and until the end of the Restricted Period, any underwritten public offering, block trade or other sale into the public markets of the shares of Common Stock shall constitute a “Permitted Transfer” within the meaning of Section 4.1(b).

  • HNA and the Selling Stockholder shall be deemed to have delivered on the date hereof the written request required under Section 2.2(a) of the Registration Rights Agreement to effect an underwritten public secondary offering for the offer and sale of 82,500,000 shares of the Common Stock (inclusive of both the firm shares and any optional shares for such proposed offering), with such request becoming effective upon the occurrence of the Resignation Condition.

  • HNA shall use its best efforts to cause Xxxxx Xxxx to satisfy the Resignation Condition.

  • In the event that all such conditions, including, without limitation, the Minimum Condition, the DGCL 203 Condition, the Poison Pill Condition, the Board Resignation Condition and the CEO Employment Agreement Condition, have not been satisfied or waived at the Expiration Time, Purchaser shall not be obligated to accept for payment or pay for any Shares tendered into the Offer and may delay acceptance for payment of such Shares or may terminate the Offer.

  • HNA and the Selling Stockholder shall be deemed to have delivered on the date hereof the written request required under Section 2.2(a) of the Registration Rights Agreement to effect an underwritten public secondary offering for the offer and sale of up to 24,750,000 shares of the Common Stock (inclusive of both the firm shares and optional shares for such proposed offering), with such request becoming effective upon the occurrence of the Resignation Condition.

  • HNA shall use its best efforts to cause Xxxxxxx Xxx Xxx Xxxx to satisfy the Resignation Condition.

  • HNA and the Selling Stockholder shall be deemed to have delivered on the date hereof the written request required under Section 2.2(a) of the Registration Rights Agreement to effect an underwritten public secondary offering for the offer and sale of approximately 37,000,000 shares of Company Common Stock (inclusive of both the firm shares and optional shares for such proposed offering) (with such request becoming effective upon the occurrence of the Resignation Condition).

  • HNA shall use its best efforts to cause Xianyi Mu to satisfy the Resignation Condition.


More Definitions of Resignation Condition

Resignation Condition means (i) the Asset Representations Reviewer has determined that the Asset Representations Reviewer no longer meets the eligibility requirements under Section 5.1 and has delivered to the Issuer, the Transferor and the Indenture Trustee an Opinion of Counsel to such effect, (ii) the Asset Representations Reviewer has determined that the performance of its duties under this Agreement is no longer permissible under applicable law and has delivered to the Issuer, the Transferor and the Indenture Trustee an Opinion of Counsel to such effect, (iii) there is an Unresolved Conflict of Interest, or (iv) an amount is due and unpaid under this Agreement (including an uncontested amount due in respect of indemnification) for ninety (90) calendar days after notice from the Asset Representations Reviewer to the Servicer of the amount due and owing.
Sample 1
Resignation Condition means the delivery by Xianyi Mu to the Company of his resignation from the Company’s Board of Directors (which expressly provides that it shall be effective only upon the closing of the First Public Offering (as defined herein)).
Sample 1

Related to Resignation 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).

  • Release Condition means the following:

  • Extension Conditions Defined in Section 3.06(a).

  • Resignation Letter means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

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

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

  • Resignation Effective Date has the meaning specified in Section 9.06(a).

  • 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.

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

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

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

  • 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.

  • 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.

  • Minimum Extension Condition has the meaning specified in Section 2.15(b).

  • Resignation means a voluntary notice by the employee that they are terminating their service on the date specified;

  • Liquidity Condition means an event of immediate termination or suspension as specified in a Liquidity Facility, upon the occurrence of which the Standby Purchaser is not obligated to purchase Multi-Modal Bonds, and, accordingly, such Bonds are not subject to tender for purchase.

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

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

  • Acceptance Condition means the acceptance condition to any Offer;

  • 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.

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

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

  • Equity Conditions means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (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 Company 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) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Redemption or Monthly Redemption, the shares issuable upon conversion in full of the Optional Redemption Amount or Monthly Redemption Amount) to the Holder would not violate the limitations set forth in Section 4(d) and Section 4(e) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, (j) for each of the twenty (20) Trading Days prior to the applicable date in question, the closing price of the Common Stock on the principal Trading Market is at least equal to the Floor Price plus an eight percent (8%) premium (as defined below), (k) the average daily dollar volume of for the Common Stock on the principal Trading Market for the twenty (20) Trading Days prior to the applicable date in question exceeds $200,000, and (l) the Company has timely filed (exclusive of any grace period) all of its SEC Reports during the time period in question. 3

  • Acute condition means that the individual is medically unstable. Such an individual requires frequent monitoring by medical professionals, such as physicians and registered nurses, in order to maintain his or her health status.

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