Counsel Selection Condition definition

Counsel Selection Condition means the date, not more than ten days following the Effective Date, that the parties have agreed on the initial litigation counsel. The Shares shall be subject to the registration rights, further described in the Registration Rights Rider (the “Rider”) attached hereto (the “Stock Consideration”). The Shares shall be subject to the terms of the lockup agreement (the “Lockup Agreement”) by the Seller and the Company attached hereto as Exhibit D. Seller acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold absent registration or an exemption therefrom. The Shares shall contain a restrictive legend upon issuance in customary form for issuance of restricted securities and be subject to resale upon satisfaction of the requirements of Rule 144 after the six months anniversary of the issuance (unless registered).
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Counsel Selection Condition means the date, not more than ten business days following the Effective Date, that the parties have agreed on the initial litigation counsel. The Stock Consideration shall be subject to the terms of the lockup agreement (the “Lockup Agreement”) by the Seller and the Company attached hereto as Exhibit D. Seller acknowledges that the shares of Common Stock representing the Stock Consideration have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold absent registration or an exemption therefrom. The Stock Consideration shall be subject to the registration rights, further described in the Registration Rights Rider (the “Rider”) attached hereto as Exhibit E. The shares of Common Stock representing the Stock Consideration shall contain a restrictive legend upon issuance in customary form for issuance of restricted securities and be subject to resale upon satisfaction of the requirements of Rule 144 after the six months anniversary of the issuance (unless registered).
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Counsel Selection Condition means the date, not more than ten days following the Effective Date, that the parties have agreed on the initial litigation counsel. The Shares shall be subject to the registration rights, further described in the Registration Rights Rider (the “Rider”) attached hereto (the “Stock Consideration”). The Shares shall be subject to the terms of the lockup agreement (the “Lockup Agreement”) by the Seller and the Company attached hereto as Exhibit D. Seller acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold absent registration or an exemption therefrom. The Shares shall contain a restrictive legend upon issuance in customary form for issuance of restricted securities and be subject to resale upon satisfaction of the requirements of Rule 144 after the six months anniversary of the issuance (unless registered). -3- (c) On the anniversary of one year and one day after Purchaser files its first complaint against a defendant with any one or more of the Patents (“Inter Partes Review Expiration Date”), Purchaser shall deliver to Seller one million United States Dollars (US $1,000,000) via wire transfer to the bank account specified in Section 3.2(b) or such other account as most recently specified in writing by an authorized Seller representative. However, if a defendant files an Inter Partes Review procedure, or other similar post grant review procedure with the U.S. Patent and Trademark Office, prior to the Inter Partes Review Expiration Date, Purchaser shall place the $1,000,000 into an escrow account and pay for the Inter Partes Review from the account. Once the Inter Partes Review is completed and all appeals are exhausted, Purchaser shall pay to Seller the full remaining amount in the escrow account. Purchaser shall keep full, clear and accurate records with respect to the escrow account and any expenditures related to any Inter Partes Review as required in this Section 2.5 and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the amount of money in the escrow account and the expenditures therefrom for Inter Partes Review procedure(s). 2.5
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Examples of Counsel Selection Condition in a sentence

  • As used herein, the "Counsel Selection Condition" shall mean the date, not more than tern days following the Effective Date, that the parties have agreed on the initial litigation counsel.

  • CONFIDENTIAL (e) The parties have satisfied the Counsel Selection Condition, as described in Section 2.4(b) herein.

Related to Counsel Selection Condition

  • 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.

  • 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).

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

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

  • 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%.

  • Eligibility Conditions means the eligibility conditions specified in the Act and the Rules including all the eligibility conditions listed in Clause [5] of the Tender Document.

  • Extension Conditions Defined in Section 3.06(a).

  • Obstetric condition means a condition that is listed under Group T4 (Obstetrics) in the Medicare Benefits Schedule.

  • 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.

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

  • 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.

  • Qualifying medical condition means seizure disorder,

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

  • Acute condition means a disease, illness or injury that is likely to respond quickly to treatment which aims to return the person to his or her state of health immediately before suffering the disease/ illness/ injury which leads to full recovery.

  • Minimum Extension Condition has the meaning assigned to such term in Section 2.23(b).

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

  • CT conditions of operation means all selectable parameters governing the operation of a CT X-ray system including, but not limited to, nominal tomographic section thickness, filtration, and the technique factors as defined in 41.1(2).

  • Plan Objection Deadline means the date the Bankruptcy Court establishes as the deadline to File an objection to Confirmation of the Plan.

  • Business Condition of any Person shall mean the condition (financial or other), earnings, results of operations, business, properties or prospects of such Person.

  • Funding Conditions With respect to any proposed Funding Date, the following conditions:

  • Eligibility and selection criteria means criteria for determining:

  • 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.

  • Release Condition means the following:

  • Solar alternative compliance payment or "SACP" means a

  • 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.