Required Conditions definition
Required Conditions. With respect to any proposed substitution, release, exchange or lease transfer of a Property or Mortgage Loan, the Required Conditions will be satisfied if:
Required Conditions means all of the following: (i) the registration statement required to be filed by Borrower pursuant to the Registration Rights Agreement shall have been declared effective by the Securities and Exchange Commission (and is not the subject of any stop order or other suspension of effectiveness); (ii) the Closing Sales Price of the Common Stock is greater $2.00 per share (subject to price adjustments, if any, as provided herein) for sixty (60) consecutive trading days; (iii) all shares of Common Stock issuable upon conversion of the Notes are then (a) authorized and reserved for issuance, (b) registered under the Securities Act for resale by Holder and (c) listed or traded on any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board (or the successor to any of them); (iv) no Event of Default (as defined in Article V.A) shall have occurred without having been cured; and (v) all amounts, if any, then accrued or payable under the Note (including, without limitation, all interest) or the Registration Rights Agreement shall have been paid.
Required Conditions shall consist of the following:
Examples of Required Conditions in a sentence
Landlord reserves the right to grant easements and access rights to others for use of the parking areas on the Property and/or Project, provided that the Required Conditions are satisfied.
Termination of Trust Agreement...................................................33 SECTION 9.02.
The Holder shall have the right to waive any or all of the Required Conditions, and upon such waiver the Required Condition(s) so waived shall be deemed to be satisfied.
Landlord shall have the right from time to time to establish or adopt reasonable amendments or additions thereto, provided the Required Conditions are satisfied.
Tenant agrees to execute such reasonable documents and take such actions as reasonably necessary to assist Landlord with such efforts and actions, provided such documents do not materially increase Tenant’s obligations or materially diminish Tenant’s rights under the Lease and the Required Conditions are satisfied.
More Definitions of Required Conditions
Required Conditions means that any applicable Indebtedness or preferred stock, as the case may be, (a) does not have any scheduled amortization payments, mandatory redemptions or sinking fund obligations or mandatory prepayments (including cash flow sweeps) on or prior to the date that is 91 days after the Maturity Date (other than, in the case of Indebtedness (and, for the avoidance of doubt, excluding preferred stock), customary offers to purchase upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and payments required to prevent any such Indebtedness from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, or any successor provision thereto or, in the case of preferred stock, redemption rights in connection with a fundamental change and similar provisions), (b) does not mature prior to the date that is 91 days after the Maturity Date, (c) does not have financial maintenance covenants (unless such covenants apply only after the maturity of the Loans or are added for the benefit of the Lenders pursuant to a conforming amendment (which amendment shall not require the consent of the Lenders)), (d) does not have a definition of “Change in Control” (or any other defined term having a similar purpose) that is more restrictive than the definition of Change in Control set forth herein (unless such definition applies only after the maturity of the Loans or this Agreement is amended to conform the provisions of this Agreement with such more restrictive definition (which amendment shall not require the consent of the Lenders)) and (e) in the case of Indebtedness (and, for the avoidance of doubt, excluding preferred stock), does not otherwise have covenants or events of default that are, taken as a whole, materially more favorable to the holders of such Indebtedness than those set forth in this Agreement, as reasonably determined by the Borrower (unless such covenants or events of default apply only after the maturity of the Loans or this Agreement is amended to conform the provisions of this Agreement with such more restrictive covenants or events of default (which amendment shall not require the consent of the Lenders)).
Required Conditions means that:
Required Conditions. Subject to any additional requirements set forth in any applicable Series Supplement, with respect to any proposed substitution, release, exchange or lease transfer of any Property, the Required Conditions will be satisfied if:
Required Conditions means, on any applicable date of determination with respect to any proposed transaction(s) as to which satisfaction of such Required Conditions is a requirement under this Agreement: (i) no Event of Default shall exist or shall have occurred and be continuing on such date, or would occur after giving effect to or as a result of such proposed transaction(s), and (ii) each of the following shall be satisfied: (A) Borrowers’ Excess Availability for the 30 days preceding such transaction or payment and on the proposed date of such proposed transaction or payment shall be greater than ten percent (10%) of the Maximum Revolving Facility Amount as in effect on the proposed date of such proposed transactions, and (B) the Fixed Charge Coverage Ratio of the Borrowers (as evidenced by a pro forma Compliance Certificate delivered to Agent) is greater than or equal to 1.10 to 1.00 for the trailing twelve month fiscal measurement period ended as of the last day of the most recently completed fiscal quarter for which financial statements have been delivered to Agent as required by Section 7.15(b)(ii) both (x) on an actual basis and (y) on a pro-forma basis for the same fiscal measurement period after giving effect to such proposed transactions(s) (including payment of any applicable fees (including fees payable hereunder), costs, and expenses) and to the funding of any Revolving Loans to be requested to fund any part of such proposed transaction(s) (including any such fees, costs, and expenses).
Required Conditions means that:
(i) the Tenant is the original named Tenant or a Permitted Transferee, has not undergone a Change of Control and is itself in occupation of and carrying on business from the whole of the Premises; and
(ii) the Tenant has paid all Basic Rent and Additional Rent as and when due and has not been in persistent default and is not in material default under this Lease.
Required Conditions means, with respect to any Specified Transaction, either (a) Excess Availability exceeds fifteen percent (15%) of the Borrowing Cap and the Fixed Charge Coverage Ratio is equal to or greater than 1.10 to 1.0, in each case, calculated as of the date of such Specified Transaction both prior to and after giving effect to such Specified Transaction, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to such Specified Transaction; provided that the pro forma Fixed Charge Coverage Ratio shall be calculated as of the last Test Period prior to the date of such Specified Transaction for which financial statements for the fiscal month, fiscal quarter or fiscal year then ended have been (or have been required to be) delivered pursuant to Section 9.6(a)(i) and Section 9.6(a)(ii), as applicable, or (b) Excess Availability exceeds the greater of (x) twenty percent (20%) of the Borrowing Cap and (y) $20,000,000 calculated as of the date of such Specified Transaction both prior to and after giving effect to such Specified Transaction, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to such Specified Transaction.
Required Conditions shall consist of the following:
(1) the Registration Statement required to be filed by the Corporation pursuant to Section 2(a) of the Registration Rights Agreement, dated as of the date hereof, by and between the Corporation and the initial Holder (the "Registration Rights Agreement") shall have been declared effective by the Securities and Exchange Commission (the date of such effectiveness hereinafter referred to as, the "Registration Statement Effective Date") (it being understood that the Corporation shall comply with its obligations under Article 3 of the Registration Rights Agreement relating to the effectiveness of the Registration Statement);
(2) all shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants are then (a) authorized and reserved for issuance, (b) registered under the Securities Act for resale by the Holders and (c) eligible to be listed or traded on any of the New York Stock Exchange ("NYSE"), the American Stock Exchange ("AMEX") or the NASDAQ (or the successor to any of them);
(3) no Event of Default (as defined in Article VI below) shall have occurred without having been cured, and no Event of Default (as defined in Article VI of the Convertible Notes, dated December 8, 2000, issued by the Corporation to the initial Holder pursuant to the Securities Purchase Agreement (the "First Notes"), shall have occurred without having been cured; and
(4) all amounts, if any, then accrued or payable under this Note or the First Notes (other than principal and accrued interest that is convertible pursuant to the terms hereof or thereof) or the Registration Rights Agreement shall have been paid.