The Put Notice Conditions Sample Clauses

The Put Notice Conditions. Notwithstanding anything in this agreement to the contrary, the Company shall not be entitled to deliver a Put Share Notice and require the Buyers to purchase the Put Preferred Shares unless, in addition to the satisfaction of the requirements of Sections 6(c) and 7(c), all of the following conditions (the "PUT NOTICE CONDITIONS") are satisfied: (i) the Company's stockholders shall have approved the issuance of the Securities (as defined in Section 2(a)) on or prior to the Put Share Notice Date; (ii) during the period beginning 60 business days prior to the Put Closing Date and ending on and including the Put Closing Date, the registration statement (the "REGISTRATION STATEMENT") covering the resale of the Conversion Shares has been declared effective by the SEC and at all times has been effective and available for the sale of no less than 125% of the sum of (A) the number of Conversion Shares then issuable upon the conversion of all outstanding Preferred Shares and the Put Preferred Shares to be issued by the Company and (B) the number of Conversion Shares that are then held by the Buyers; (iii) during the period beginning on the Initial Closing Date and ending on and including the Put Closing Date, the Common Stock is listed on The Nasdaq SmallCap Market or the Nasdaq National Market and has not been suspended from trading at any time during such period, has not been involuntarily delisted at any time during such period, nor is there any pending or threatened delisting or suspension; (iv) no event constituting a Major Transaction (as defined in Section 3(c) of the Certificate of Designations), including an agreement to consummate a Major Transaction, or a Triggering Event (as defined in Section 3(d) of the Certificate of Designations) shall have occurred nor shall any still pending event which would constitute a Major Transaction have been publicly disclosed from the period beginning on and including the Initial Issuance Date and ending on and including the Put Closing Date; (v) on each day during the period beginning 20 business days prior to the Put Closing Date and ending on the Put Closing Date, the Market Price of the Common Stock is not less than 120% of the Fixed Conversion Price for the Initial Preferred Shares on the Initial Closing Date; (vi) on each trading day during the period beginning on the Put Share Notice Date and ending on and including the Put Closing Date, the Market Price of the Common Stock is not less than 90% of the Market Price ...
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The Put Notice Conditions. Notwithstanding anything in this agreement to the contrary, the Company shall not be entitled to deliver a Put Share Notice and require the Buyers to purchase the Put Preferred Shares unless, in addition to the satisfaction of the requirements of Sections 6(c) and 7(c), all of the following conditions (the "PUT NOTICE CONDITIONS") are satisfied: (i) the Company's stockholders shall have approved the issuance of the Securities (as defined below) on or prior to the Put Share Notice Date, unless the Company shall have been advised in writing by The Nasdaq Stock Market, Inc. (or The New York Stock Exchange, Inc. or The American Stock Exchange, Inc., if the Common Stock is then listed on such exchange) that the rules of such exchange would not require the approval of the stockholders of the Company for the issuance of a number of Conversion Shares equal to at least 20% of the number of shares of Common Stock issued and outstanding on the Initial Issuance Date; (ii) during the period beginning 90 days prior to the Put
Sample 1
The Put Notice Conditions. Notwithstanding anything in this Agreement to the contrary, the Company shall not be entitled to deliver a Put Notice and require the Buyers to purchase the Put Debentures and Put Warrants unless, in addition to the satisfaction of the requirements of Sections 6(b) and 7(b), all of the following conditions (the "Put Notice Conditions") are satisfied: (i) during the period beginning 60 days prior to the Put Closing Date and ending on and including the Put Closing Date, the Registration Statement (as defined in the Registration Rights Agreement) shall have at all times been effective; (ii) during the period beginning 90 days prior to the Put Closing Date and ending on and including the Put Closing Date, the Common Stock has not been delisted or suspended from trading on the Nasdaq SmallCap Market or the Nasdaq National Market, as applicable; (iii) no event constituting a Major Business Event (as defined below), including an agreement to consummate a Major Business Event, shall have occurred during the period beginning on the Initial Closing Date and ending on and including the Put Closing Date; and (iv) on each day during the period beginning 60 days prior to the Put Closing Date and ending on the day prior to the Put Closing Date, the fair market value of the Common Stock is not less than $75,000,000; for purposes of this clause (iv), "fair market value of the Common Stock" shall mean the closing price per share of Common Stock on the Nasdaq SmallCap Market or the Nasdaq National Market, as applicable, on the date of valuation multiplied by the total number of shares of Common Stock then issued and outstanding. For purposes of this Section 1(d) "Major Business Event" means (w) the consolidation, merger or other business combination of the Company with another entity (other than pursuant to a migratory merger effected solely for the purpose of changing the Company's jurisdiction of incorporation or a merger between the Company and any
Sample 1
The Put Notice Conditions. Notwithstanding anything in this agreement to the contrary, the Company shall not be entitled to deliver a Put Share Notice and require the Buyers to purchase the Put Preferred Shares along with the related Warrants unless, in addition to the satisfaction of the requirements of Sections 6(c) and 7(c), all of the following conditions are satisfied: (i) the Company's stockholders shall have approved the issuance of the Securities (as defined below) on or prior to the Put Share Notice Date; (ii) the Company's revenues for the period beginning and including April 1, 1997 and ending and including September 30, 1997 are at least $12,000,000; (iii) during the period beginning 45 days prior to the Put Share Notice Date and ending on and including the Put Closing Date, the Registration Statement (as defined in the Registration Rights Agreement) shall be effective and available for the sale of no less than 125% of the sum of (A) the number of Conversion Shares then issuable upon the conversion of all outstanding Preferred Shares and the Put Preferred Shares to be issued by the Company, (B) the number of Warrant Shares then issuable upon exercise of all outstanding Warrants and the
Sample 1

Related to The Put Notice Conditions

  • Service Conditions Customer acknowledges that in the event of a service issue, Customer is responsible for on-site cooperative testing with LightEdge Technical Support to assist in the diagnosis of the trouble. Customer agrees to be bound to current terms of LightEdge Acceptable Use Policy. Terms of the Acceptable Use Policy are subject to change without notice. Current Acceptable Use Policy can be found here: xxxx://xxx.xxxxxxxxx.xxx/legal Customer agrees that any service complaints including concerns regarding level of support, products, service reliability, or any other concerns related to LightEdge or Services being provided by LIghtEdge will be communicated to LightEdge by sending an email to xx@xxxxxxxxx.xxx.

  • Delivery Conditions (a) The Delivery Conditions are as follows:

  • Conditions for Advance and Conditions to Closing Section 7.1

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: 18.1. Podmínky ukončení platnosti smlouvy Platnost této smlouvy skončí, jakmile nastane kterákoliv z následujících událostí:

  • Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.

  • Settlement Notice Requirements Notwithstanding any other provision hereof, a Settlement Notice delivered by Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Counterparty delivers to Dealer with such Settlement Notice a representation, dated as of the date of such Settlement Notice and signed by Counterparty, containing (x) the provisions set forth in clause (i) under the heading “Additional Representations and Agreements of Counterparty” in Paragraph 7(e) below and (y) a representation from Counterparty that neither Counterparty nor any of its subsidiaries has applied, and shall not until after the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) or other investment, or receive any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that (I) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (II) (X) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Counterparty comply with any requirement not to, or otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Issuer, and that it has not, as of the date specified in the condition, made a capital distribution or will make a capital distribution, or (Y) where the terms of the Transaction would cause Counterparty under any circumstances to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively “Restricted Financial Assistance”), other than any such applications for Restricted Financial Assistance that were (or would be) made (x) determined based on the advice of outside counsel of national standing that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date of such advice or (y) after delivery to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under such program or facility (either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

  • Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

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