Stock Payment Conditions definition

Stock Payment Conditions means all of the following:
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Stock Payment Conditions shall have the meaning assigned to such term in Section 2.2(e)(ii).
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Stock Payment Conditions means that each of the following conditions is satisfied: (i) one or more registration statements filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of at least such number of shares of Registrable Securities as may be required by the terms of the Registration Rights Agreement; (ii) the shares of Common Stock are designated for quotation or listed on either the NASDAQ or AMEX and shall not have been suspended from trading on either of such exchanges or markets nor shall any written notice of delisting by either of such exchanges or markets have been received and not resolved; (iii) any applicable shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Article IX.A hereof; (iv) the number of Installment Conversion Shares to be paid in the aggregate to all Holders in respect of any Installment Amount shall not exceed ten percent (10%) of the trading volume (as reported by Bloomberg) of the Common Stock for the period of twenty (20) consecutive trading days ending on the trading day immediately prior to such payment without the prior written consent within five (5) days of such payment of the Holder to receive its portion of the Installment amount in stock (it being acknowledged and agreed that if the Holder does not so consent to receiving such payment in Installment Conversion Shares, that payment may be deferred by the Holder, at its option, until the next scheduled Installment Date or any other mutually agreed upon date), provided, however, that the amount of deferred shares shall not be included in the calculation of the number of Installment Conversion Shares to be paid in respect of the subsequent Installment Amount for the purposes of this clause (iv); (v) if the Common Stock is selling at a price below $0.50 per share, no payment of Installment Conversion Shares may be made to the Holder pursuant to Article VIII.C without the Holder’s prior written consent within five (5) days of such payment (it being acknowledged and agreed that if the Holder does not so consent to receiving such payment in Installment Conversion Shares, that payment may be deferred by the Holder, at its option, until the next scheduled Installment Date or any other mutually agreed upon date), provided, however that the amount of deferred shares shall not be included in the calculation of the number of Installment Conversion Shares to be paid in respect of the s...
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Examples of Stock Payment Conditions in a sentence

  • A PIK Stock Dividend Notice, once delivered by the Corporation, shall be irrevocable unless the Corporation ceases to satisfy all of the Stock Payment Conditions at any time after delivering such PIK Stock Dividend Notice, in which case such notice shall be deemed revoked and the dividend to which such notice relates shall be payable in cash on the Dividend Payment Date.

  • Dividends on the Preferred Shares shall be paid in cash; provided, however, if all of the Stock Payment Conditions are met on the applicable Dividend Payment Date and on each of the ten consecutive Trading Days immediately preceding such date (the applicable “Stock Payment Period”), the Corporation may pay such dividends, at the Corporation’s option, (i) in fully paid and nonassessable shares of Common Stock (such dividends paid in such form being herein called “PIK Dividends”) or (ii) in cash.

  • In the event the Company is relying upon an effective registration statement to satisfy clause (F) of the Stock Payment Conditions, each of the Company and Lender shall provide customary indemnification to one another with respect to such registration statement in a form acceptable to the Company and Lender.

  • A Common Stock Dividend Notice, once delivered by the Corporation, shall be irrevocable unless the Corporation ceases to satisfy all of the Stock Payment Conditions at any time after delivering such Common Stock Dividend Notice, in which case such notice shall be deemed revoked and the dividend to which such notice relates shall be payable in cash on the Dividend Payment Date.

  • The Company shall not be entitled to exercise the Common Stock Maturity Payment Option unless, on the Maturity Date and on each of the twenty (20) Trading Days immediately preceding such date, all of the Common Stock Payment Conditions are satisfied in full.

  • Such payment shall be made in cash by wire transfer of immediately available funds; provided, however, that the Company may elect, subject to the satisfaction of all of the Common Stock Payment Conditions, to pay such Liquidation Preference in shares of Common Stock (the “Common Stock Payment Option”).

  • On each Quarterly Installment Date, the Borrower shall pay to the Holder an amount equal to the Interest Installment Amount due on such Quarterly Installment Date in cash or, provided there has been no Stock Payment Conditions Failure, in shares of Common Stock (or any combination of the foregoing), in accordance with the provisions of Article III.

  • This Limited Liability Company Agreement, as originally executed and as amended from time to time, as the context requires.

  • The Company shall be entitled to exercise the Common Stock Dividend Option with respect to a Dividend Payment Date only if, on such date, on each of the three (3) Trading Days immediately preceding such date, and on at least ten (10) of the fifteen (15) Trading Days immediately preceding such date, all of the Common Stock Payment Conditions are satisfied in full.

  • Such payment shall be made in cash by wire transfer of immediately available funds; provided, however, that the Company may elect, subject to the satisfaction of all of the Common Stock Payment Conditions, to pay such Liquidation Preference in shares of Common Stock (the “Common Stock Maturity Payment Option”).


More Definitions of Stock Payment Conditions

Stock Payment Conditions is defined in Section 8.2(b).
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Stock Payment Conditions means that each of the following conditions is satisfied: (i) one or more registration statements filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of the shares of Common Stock to be issued in connection with the event requiring determination; (ii) any applicable shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Article IX.A hereof; (iii) if the Common Stock is selling at a price below $0.40 per share, no payment of Installment Conversion Shares may be made to the Holder pursuant to Article VIII.C without the Holder’s prior written consent within five (5) days of such payment (it being acknowledged and agreed that if the Holder does not so consent to receiving such payment in Installment Conversion Shares, that payment may be deferred by the Holder, at its option, until the next scheduled Installment Date or any other mutually agreed upon date); (iv) the Borrower has not issued any notice relating to the redemption of any warrant(s) during the thirty (30) day period ending on and including the applicable date of determination; and (v) any issuances of Installment Conversion Shares will not result in the Holder’s aggregate ownership interest of the Common Stock to rise above 9.99% unless waived by such Holder under Article IX.”
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Related to Stock Payment Conditions

  • Stock Payment means (a) a payment in the form of shares of Stock, or (b) an option or other right to purchase shares of Stock, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

  • Payment Conditions means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

  • Vesting Conditions means those conditions established in accordance with Section 8.4 or Section 10.2 of the Plan prior to the satisfaction of which shares subject to a Restricted Stock Award or Restricted Stock Unit Award, respectively, remain subject to forfeiture or a repurchase option in favor of the Company upon the Participant’s termination of Service.

  • 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) and, (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%.

  • Performance Conditions means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

  • Performance Date means December 31, 2025. If the Locality, in consultation with VEDP, deems that good faith and reasonable efforts have been made and are being made by the Company to achieve the Targets, on or before the Performance Date the Locality may request an extension of the Performance Date by up to 15 months. Any extension of the Performance Date shall require the prior approval of the Company and the Board of Directors of VEDP (the “Board”). If the Performance Date is extended, the Locality shall send written notice of the extension to the Authority, the Company and VEDP and the date to which the Performance Date has been extended shall be the “Performance Date” for the purposes of this Agreement.

  • Performance Condition means a condition related to performance which is specified by the Committee under Rule 4.1 (Terms of grant);

  • Standard Listing Conditions has the meaning ascribed thereto in subsection 4(a)(iv);

  • Stock Unit means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.

  • Performance Share means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10.

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

  • Performance Share Unit or “PSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;

  • Restricted Share Unit means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.

  • Performance Share Units means Performance Share Units granted to an Eligible Individual under Section 9.1(b).

  • Share Unit means a unit credited by means of an entry on the books of the Corporation to a Participant pursuant to the Plan, representing the right to receive, subject to and in accordance with the Plan, for each Vested Share Unit one Share, at the time, in the manner, and subject to the terms, set forth in the Plan and the applicable Grant Agreement;

  • Performance Units means an Award which may be earned in whole or in part upon attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • Restricted Payment Conditions is defined in Section 10.9.

  • Performance Stock means a Target Number of Shares granted pursuant to Section 10(a) of the Plan.

  • Restricted Share means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.

  • Performance Unit means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10.

  • Stock Bonus Award means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 7(b).

  • Performance Requirements The ordering entity reserves the right to inspect and verify that all deliveries are in accordance with specifications, both at the point of delivery and at the point of use. For orders that specify an “authorized party” to receive and inspect deliveries and/or installations, acceptance and inspection procedures must be performed by the” authorized party” to be considered and accepted by the ordering entity. Products inspected at the time of use are subject to refusal and return requirements for issues of quality such as defects in manufacturing and/or workmanship. Products will not be considered accepted by the ordering entity until the installation is complete for the applicable products.

  • Deferred Share Unit or “DSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 7;

  • Deferred Stock means a right to receive a specified number of shares of Stock during specified time periods pursuant to Article 8.

  • Vesting Date has the meaning set forth in Section 3.10(c)(ii).

  • Conditional Award means a conditional right to acquire Shares granted under the Plan;