Exchange Offer Condition definition

Exchange Offer Condition shall have the meaning set forth in Section 5.2(a) hereof.
Exchange Offer Condition means the closing condition set forth in Section 8.1(i).

Examples of Exchange Offer Condition in a sentence

  • Once a goal state xnew ∈ G is added to the tree, the search is terminated and the path is extracted from the tree.The distance function used is a weighted sum of distances on the individual state spaces with weights wr, wt, wm for the robot, target and movable objects:Fig.

  • If neither the Exchange Offer Condition nor the Bankruptcy Condition is satisfied, either party may terminate this Agreement in accordance with Section 7.1(c) or (d) hereof, as applicable.

  • Absorbing Company shall direct and control all communications and discussions relating to the Exchange Offers, including those with holders of Intelsat Notes, which shall be consistent with satisfying the Exchange Offer Condition.

  • This would reduce the cost of the final regulation by approximately $22.6 million per year.

  • Company shall direct and control all communications and discussions regarding the Exchange Offers, including those with holders of Intelsat Notes, which shall be consistent with satisfying the Exchange Offer Condition.

  • Each valid Exchange Instruction shall remain as such even if the Exchange Offer Condition is waived by Issuer.

  • If the Exchange Offer Condition is not satisfied by April 30, 1999, this Exchange Agreement shall be null and void.

  • It sets out the expectation that HMAs and economic market areas will be geographically similar because both are largely determined by the link between where people live and work.

  • The closing of the exchange of Seal Shares for OHI Shares described in Section 2 hereof shall occur at the offices of Proskauer Rose LLP in Boca Raton, Florida (the "Closing") upon the satisfaction of the Exchange Offer Condition.

  • Although Taylor is successful at attracting new clientele, Taylor is much less effective at retaining them.

Related to Exchange Offer Condition

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

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

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Registered Exchange Offer means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Offer Deadline means the exact date and time when no Offer submitted thereafter may be considered or accepted by District.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

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

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

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

  • Registration Deadline means, for purposes of the Registration Statement required pursuant to Section 2(a)(i), the earlier of (i) the date that is seventy-five (75) days after the date that the applicable Registration Statement is actually filed or (ii) the date that is seventy-five (75) days after the applicable Filing Deadline and, with respect to any Registration Statement required pursuant to Section 2(a)(ii), the Additional Registration Deadline.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a valid Tender, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully Remarketed, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Resale Restriction Termination Date shall have the meaning specified in Section 2.05(c).

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

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • 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.