Share Reservation Condition definition

Share Reservation Condition means that the Company has duly authorized and reserved for issuance (by all necessary corporate action and arrangements with the transfer agent for the Company’s Common Stock) upon conversion of the Notes (including the Affiliate Notes) a number of authorized and unissued shares of Common Stock that have not been issued or reserved for any other purpose, and/or a number of shares of Common Stock held in the treasury of the Company that have not been reserved for any other purpose, equal to the Maximum Number of Underlying Shares, and has provided notice thereof to the Trustee and the Conversion Agent (if other than the Trustee) in accordance with Section 12.08.
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Share Reservation Condition means that the Company has Sufficient Reserved Shares and has provided notice thereof to Holder, the Trustee and the Conversion Agent (if other than the Trustee) pursuant to Section 14.01.
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Share Reservation Condition shall have the meaning specified in Section 14.02(a).
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Examples of Share Reservation Condition in a sentence

  • Before the Company satisfies the Share Reservation Condition, a number of shares of Common Stock equal to the Aggregate Share Cap have been duly authorized and reserved and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights.

  • Neither the Trustee nor the Conversion Agent shall have any obligation to monitor or determine whether the Share Reservation Condition has been satisfied.

  • Neither the Trustee nor the Conversion Agent shall have any obligation to monitor whether the Share Reservation Condition has been satisfied or whether the Flexible Settlement Deadline has occurred.

  • If the Company elects Combination Settlement but does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, such Specified Dollar Amount will be deemed to be the Capped Combination Settlement Cash Amount or, following satisfaction of the Share Reservation Condition, $1,000.

  • Notwithstanding anything to the contrary in this Indenture or the Notes, unless and until the Company satisfies the Share Reservation Condition, the Company shall be prohibited from electing Physical Settlement or Combination Settlement; provided that, before the Company has satisfied the Share Reservation Condition, the Company shall be permitted to elect Capped Combination Settlement.

  • This potential economic impact can be broken down into several application segments including operations optimization, predictive maintenance, inventory optimization, and health and safety, as can be seen in Figure 5.Figure 5: Potential Economic Impact of IoT on Factories in 2025 Source: McKinsey Global InstituteThe Deloitte study maps the market segments against current and future market spends, and includes the compounded annual growth rate for each of the market verticals.

  • As used in this Agreement, the term “Maximum Aggregate Number of Underlying Securities” means (i) before the Company has satisfied the Share Reservation Condition, a number of shares of Common Stock equal to the Aggregate Share Cap and, (ii) if the Company has satisfied the Share Reservation Condition, a number of shares of Common Stock equal to the sum of the Maximum Number of Underlying Securities plus the Maximum Number of Affiliate Underlying Securities.

  • The Share Reservation Condition shall be satisfied by delivery, at the Company’s option, of a Reserve Notice within 15 days of the date on which a number of shares of Common Stock equal to the Maximum Number of Underlying Shares has been duly authorized and reserved for issuance as set forth in this Section 14.02(a), and thereafter such Share Reservation Condition shall no longer have any force or effect under this Indenture or the Notes.

  • At this point, it is necessary to return to the revi- sion of the announcement of 16.12.2014, in which the authority informed for the first time about the desire to apply the direct award procedure in the contract- ing of the railway service.

  • The Company shall promptly notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing if the Company has satisfied the Share Reservation Condition.

Related to Share Reservation Condition

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

  • 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.

  • Extension Conditions Defined in Section 3.06(a).

  • 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.

  • 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.

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

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

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

  • Equity Conditions means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Preferred Stock, (c)(i) there is an effective registration statement pursuant to which either (A) the Corporation may issue Conversion Shares or (B) the Holders are permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Corporation believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares may be issued to the Holder pursuant to Section 3(a)(9) of the Securities Act and immediately resold without restriction, (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 Corporation 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) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 6(d) herein and (g) the applicable Holder is not in possession of any information provided by the Corporation, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information.

  • 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.

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

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

  • Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).

  • 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.

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

  • Conversion condominium means a condominium containing structures which before the recording of the declaration, were wholly or partially occupied by persons other than those who have contracted for the purchase of condominium units and those who occupy with the consent of such purchasers.

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

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

  • 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.

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

  • Payment Conditions means, at the time of determination with respect to any specified transaction or payment, that:

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

  • Release Condition means the following:

  • Escrow Release Conditions has the meaning set forth in the Escrow Agreement.

  • 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%.