Transfer Conditions means financial conditions that have a value lower than fair and reasonable conditions, normally the cost of making the Access Rights available.
Transfer Conditions means all of the following:
Transfer Conditions means, with respect to any Asset Sale, (a) no Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Asset Sale; (b) the Designated Company shall both immediately before and, on a Pro Forma Basis, immediately after giving effect to such Asset Sale, be in compliance with the Financial Performance Covenant, in each case as of the last day of the four consecutive fiscal quarter period of the Designated Company then last ended for which financial statements have been (and are required to have been) delivered under Section 5.01(a) or (b); and (c) such Asset Sale shall have been made for fair market value.
Examples of Transfer Conditions in a sentence
Any transfer not in compliance with the Transfer Conditions will be void.
Even if the DTC Transfer Conditions are satisfied, any person effecting a conversion of Preferred Stock or exercising Warrants may instruct the Company to deliver to such person or its nominee physical certificates representing the Conversion Shares and Warrant Shares, as applicable, in lieu of delivering such shares by way of DTC Transfer.
The Transfer Conditions shall be applicable to any subsequent transfer by the Funding Lender.
For purposes of this Agreement, "DTC Transfer Conditions" means that (A) the Company's transfer agent is participating in the DTC Fast Automated Securities Transfer program and (B) the certificates for the Conversion Shares required to be delivered do not bear a legend and the person effecting such conversion or exercise is not then required to return such certificate for the placement of a legend thereon.
Even if the DTC Transfer Conditions are satisfied, any person effecting a conversion of Shares may instruct the Company to deliver to such person or its nominee physical certificates representing the Conversion Shares, in lieu of delivering such shares by way of DTC Transfer.
More Definitions of Transfer Conditions
Transfer Conditions has the meaning set forth in section 14.1.
Transfer Conditions means, with respect to any Asset Sale, (a) no Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Asset Sale; (b) both immediately before and, on a Pro Forma Basis (Leverage), immediately after giving effect to such Asset Sale, the Senior Secured Net Leverage Ratio shall not be greater than 3.50 to 1.00, in each case as of the last day of the four consecutive fiscal quarter period of the Designated Company then last ended for which financial statements have been (and are required to have been) delivered under Section 5.01(a) or (b); and (c) such Asset Sale shall have been made for fair market value.
Transfer Conditions mean that in connection with the transfer of the Transaction, (i) a Potential Event of Default, Event of Default or Additional Termination Event in respect of the Dealer shall not be in effect or result from such transfer or assignment and (ii) the transferee or assignee shall provide Counterparty with a complete and accurate U.S. Internal Revenue Service Form W-9 (or successor thereto) or W-8 (or successor thereto), as applicable, prior to becoming a party to the Transaction. In the case of a transfer or assignment by Counterparty of its rights and obligations hereunder and under the Agreement, in whole or in part (any such Options so transferred or assigned, the “Transfer Options”), to any party, withholding of such consent by Dealer shall not be considered unreasonable if such transfer or assignment does not meet the reasonable conditions that Dealer may impose including, but not limited, to the following conditions:
Transfer Conditions means conditions that have a value lower than favourable conditions, normally the cost of making the Access Rights available;
Transfer Conditions means that: (i) Counterparty shall have received a duly executed acceptance and assumption by the transferee of the obligations under this Transaction in a form satisfactory to Counterparty; (ii) Counterparty will not, as a result of the transfer, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount in respect of which Counterparty would have been required to pay to Bank in the absence of the transfer and (B) Counterparty will not, as a result of the transfer, receive from the transferee on any payment date an amount (after taking into account any additional amount payable under Section 2(d)(i)(4) of the Agreement) less than the amount which Counterparty would have received from Bank in the absence of such transfer as a result of any deduction or withholding for or on account of any Tax (as such term is defined in the Agreement) under Section 2(d)(i); and (iii) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of the transfer.
Transfer Conditions has the meaning set forth in Section 8.1(C).
Transfer Conditions means: (1) there shall be no material adverse change in the financial condition of Borrower or any Key Party (defined below) as a result of the transfer, (2) for each transfer made pursuant to (i) and (ii) above, or by CNL pursuant to (iii) above in a listing on a national stock exchange, not less than thirty (30) days prior to the transfer, Borrower shall deliver to Lender (a) a written notice of the subject transfer, including a representation and warranty that the transfer satisfies the requirements of this Section, and (b) copies of all applicable amendments to the organization documents of Borrower or any Key Party that is the subject of the transfer, if any; (3) the Loan is current and there exists no Event of Default under any Document, except only a non-monetary default that shall be fully cured immediately upon the consummation of the transfer contemplated herein, and there exists no other event, which, with the giving of notice or the passage of time or both, would constitute an Event of Default under the Documents; (4) Borrower pays Lender a fee equal to $10,000 for each transfer made pursuant to (i), (ii), or (iii) above, and (5) Borrower pays all third-party costs (including reasonable outside attorneys’ fees) incurred by Lender relating to the transfer transaction, if any.