Control Account Release Event definition

Control Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, the Company’s receipt of both (A) such Conversion Notice hereunder executed by the Holder in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), (ii) the Company’s receipt of a notice by the Holder electing to effect a release of cash with respect to any Restricted Principal to the Company, (iii) with respect to the Holder Pro Rata Amount of $500,000, the occurrence of the Initial Filing Date (as defined in the Registration Rights Agreement), (iv) with respect to the Holder Pro Rata Amount of $1,000,000, the occurrence of a Positive UK Trial Outcome, (v) with respect to the Holder Pro Rata Amount of $2,000,000, on the thirtieth (30th) Trading Day after the occurrence of the initial Effective Date (as defined in the Registration Rights Agreement) and (vi) on the first Trading Day of each calendar month after the later of (A) the Stockholder Approval Date (as defined in the Securities Purchase Agreement), (B) the sixtieth (60th) Trading Day after the Registration Release Date, the lesser of (x) the amount of Restricted Principal then outstanding hereunder and (y) the Holder Pro Rata Amount of $1,000,000; provided, in the case of clauses (iii), (iv), (v) and (vi) above, as of such date of determination, no Equity Conditions Failure then exists (other than, (I) solely with respect to clause (iii) and (iv), any Equity Condition Failure existing solely as a result of the failure of the initial Effective Date to have occurred or Required Minimum Securities Amount to be available, in each case, on or prior to such date, or a threatened suspension from a Major Market and (II) solely with respect to clause (v), any Equity Conditions Failure existing solely as a result of the failure of the initial Effective Date to have occurred on or prior to first Trading Day in the applicable Equity Conditions Measuring Period).
Sample 1Sample 2
Control Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, the Company’s receipt of both (A) such Conversion Notice hereunder executed by the Holder in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), (ii) the Company’s receipt of a notice by the Holder electing to effect a release of Cash with respect to any Restricted Principal to the Company, (iii) the Holder Release Pro Rata Amount of $1,000,000 on the third Trading Day after the occurrence of the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement required to be filed pursuant to the Registration Rights Agreement, and (iv) the occurrence of each Installment Date, so long as any Restricted Principal remains outstanding hereunder as of such Installment Date, with respect to such amount of Restricted Principal equal to the lesser of (x) the Restricted Principal then outstanding hereunder and (y) the sum of (A) the Holder Release Pro Rata Amount of (I) if on or prior to the 144 Date, $1,000,000 or (II) if after the 144 Date, $1,700,000 (as applicable, the “Base Installment Release Amount”) and (B) the greater of (I) zero and (II) an amount of Restricted Principal, if any, equal to the difference of (1) such Installment Amount, less (2) the sum of the applicable Base Installment Release Amount, and such amount of Principal then outstanding that is not Restricted Principal; provided, in the case of clauses (iii) and (iv) above, as of such date of determination, no Equity Conditions Failure exists.
Sample 1
Control Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice (as defined in the Notes), the Company’s receipt of both (A) such Conversion Notice hereunder executed by the applicable holder of Notes in which all, or any part, of the principal of such applicable Note to be converted includes any Restricted Principal and (B) written confirmation by such holder of Notes that the Ordinary Shares issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) of the applicable Note (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by such holder of Notes, whether pursuant to Section 3(c)(ii) of the Notes or otherwise), (ii) the Company’s receipt of a notice by the Required Holders instructing the Controlled Account Manager to effect a release of any Restricted Principal to the Company, and (iii) subject to no Release Conditions Failure existing as of such time of determination, the first Israeli Business Day of each calendar quarter commencing with the first calendar quarter which commences at least twenty (20) Trading Days after the Closing Date, each payment being referred to as a “Quarterly Payment”, in an aggregate amount as set forth on the payment schedules attached hereto as Schedule B to this Agreement (with any conversion of any Note reducing the last then scheduled Quarterly Payment on a dollar-for-dollar basis with respect to the Conversion Amount (as defined in the Notes) set forth in the applicable Conversion Notice (as defined in the Notes) with respect to such applicable conversion).
Sample 1

Examples of Control Account Release Event in a sentence

  • Upon the occurrence of any Control Account Release Event, the Holder shall, as soon as commercially practicable, but in no event later than two (2) Trading Days thereafter, cause the applicable Control Account Release Amount to be released from the Holder Master Restricted Account and deposited into the bank account of the Company specified in the Master Control Account Agreement (each a “Control Account Release”).

  • For the avoidance of doubt, the waivers contained in this Section 1 shall not apply to: (x) the payment of any cash dividends with respect to the Series G Preferred Stock and (y) the deremination of the satisfaction of the Equity Conditions with respect to the determination of whether a Control Account Release Event has occurred.


More Definitions of Control Account Release Event

Control Account Release Event means, as applicable, (i) the Company’s receipt of a notice by the Holder electing to voluntarily effect a release of cash from the Holder Master Restricted Account to the Company, (ii) at any time on or after the fifth (5th) Trading Day after the later of (A) the Stockholder Approval Date (as defined in the Securities Purchase Agreement) and (B) the Registration Release Date (so long as each of (x) no Event of Default has occurred and is continuing, (y) all Pre-Delivery Shares then required to be delivered to the Holder shall have been delivered to the Holder and (z) the Company shall have removed all restrictive legends on all outstanding Pre-Delivery Shares) (such later date, the “Control Account Trigger Date”), solely to the extent no Equity Conditions Failure then exists, the Holder’s receipt of a valid notice by the Company electing to effect a release of the Holder Pro Rata Amount of the Control Account Mandatory Disbursement Amount then in effect in Cash from the Holder Master Restricted Account (each notice pursuant to clauses (i) and (ii) above, a “Release Notice”, and the date thereof, a “Release Notice Date”) or (iii) at any time prior to the Control Account Trigger Date, upon any conversion of this Note, a Conversion Notice delivered by the Holder to the Company shall be deemed to be an election to effect a release of Cash from the Holder Master Restricted Account to the Company equal to (a) the greater of (x) zero and (y) the difference of (I) the Current Cash Reserve less (II) the Outstanding Principal Value under this Note.
Sample 1
Control Account Release Event means, as applicable, (I) the occurrence of each of (x) $14 million of aggregate principal of the Notes (or less) remaining outstanding and (y) $11 million of aggregate principal of the Notes (or less) remains outstanding (each, a “Required Release Date”), so long as no Equity Conditions Failure then exists, the Company may require (x) High Trial Investments ON LLC (or its registered assigns) to release to the Company an aggregate of $550,000 of cash from its Master Restricted Account and (y) Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (or its registered assigns) to release to the Company an aggregate of $450,000 of cash from its Master Restricted Account, in each case, in connection with such applicable Required Release Date and (II) the Company’s receipt of a notice by a Holder electing to effect a release of all, or any part, of cash in the Master Restricted Account attributable to such Holder to the Company, but only such amount set forth in such notice.
Sample 1
Control Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, the Company’s receipt of both (A) such Conversion Notice hereunder executed by the Holder in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), (ii) the Company’s receipt of a notice by the Holder electing to effect a release of cash with respect to any Restricted Principal to the Company, and (iii) at any time on or after after the later of (A) the Stockholder Approval Date (as defined in the Securities Purchase Agreement) and (B) the Registration Release Date, the Holder’s receipt of a valid notice by the Company (each, a “Release Notice”, and the date thereof, a “Release Notice Date”) electing to effect a release of cash with respect to Restricted Principal; provided, that, (x) the Company shall only be permitted to submit one Release Notice in any ninety (90) calendar day period (or any seventy-five (75) calendar day period, solely with respect to the second Release Notice), (y) no Equity Conditions Failure may exist as of the applicable Release Notice Date, and (z) the Company may not request the release of more than (I) with respect to the initial Release Notice, the Holder Pro Rata Amount of $2.5 million or (II) with respect to each subsequent Release Notice, the Holder Pro Rata Amount of $6 million (each, a “Maximum Release Amount”); provided, further, that each available Maximum Release Amount shall be reduced by any release of cash with respect to Restricted Principal during the ninety (90) calendar day period immediately preceding the applicable Release Notice Date.
Sample 1
Control Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, (A) the Company’s receipt of such Conversion Notice hereunder executed by the Holder (or, solely to the extent the Mandatory Conversion Conditions are then satisfied in full, the Holder’s receipt of a Mandatory Conversion Notice duly and validly executed by the Company) in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) the Company’s receipt of written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice (or Mandatory Conversion Notice, as applicable) have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise (or any withdrawal of any Mandatory Conversion Notice by the Company or any other cancellation of any Mandatory Conversion, as applicable, including, without limitation, upon the Company’s receipt of a Holder Optional Redemption Notice with respect to all, or any part, of the applicable Mandatory Conversion Amount)), or (ii) the Company’s receipt of a notice by the Holder electing to effect a release of any Restricted Principal to the Company.
Sample 1

Related to Control Account Release Event

  • Control Account means a Securities Account or Commodity Account that is the subject of an effective Securities Account Control Agreement and that is maintained by any Loan Party with an Approved Securities Intermediary. “Control Account” includes all Financial Assets held in a Securities Account or a Commodity Account and all certificates and instruments, if any, representing or evidencing the Financial Assets contained therein.

  • Control Account Agreement means any tri-party agreement by and among a Loan Party, the Administrative Agent and a depositary bank or securities intermediary at which such Loan Party maintains a Controlled Account, in each case in form and substance reasonably satisfactory to the Administrative Agent.

  • Release Event has the meaning set forth in Section 6(b).

  • Collection Account Control Agreement means the Amended and Restated Collection Account Control Agreement, dated as of the date hereof, among the Borrower, the Servicer, the Administrative Agent and the Collection Account Bank, substantially in the form of Exhibit D-3 hereto, as amended, modified or supplemented from time to time.

  • Investment Property Control Agreement means an agreement in writing, in form and substance satisfactory to Agent, by and among Agent, any Borrower or Guarantor (as the case may be) and any securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property of such Borrower or Guarantor acknowledging that such securities intermediary, commodity intermediary or other person has custody, control or possession of such investment property on behalf of Agent, that it will comply with entitlement orders originated by Agent with respect to such investment property, or other instructions of Agent, or (as the case may be) apply any value distributed on account of any commodity contract as directed by Agent, in each case, without the further consent of such Borrower or Guarantor and including such other terms and conditions as Agent may require.

  • Deposit Account Control Agreement means an agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Deposit Account.

  • Securities Account Control Agreement shall have the meaning ascribed thereto in the Sale and Servicing Agreement.

  • Collateral Release Period means each period commencing with the occurrence of a Collateral Release Event and continuing until the occurrence of the next Collateral Reinstatement Event, if any, immediately following such Collateral Release Event.

  • Qualifying Control Agreement means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative Agent, which agreement is in form and substance acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described therein.

  • Blocked Account Control Agreement means the Cash Management Agreement among Borrower, Cash Management Account Bank and Lender providing for the exclusive control of the Cash Management Account and all other Subaccounts by Lender, substantially in the form of Exhibit A or such other form as may be reasonably acceptable to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Collateral Release Date shall have the meaning provided in Section 10.15(d).

  • Control Agreement is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.

  • Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.

  • Control Letter means a letter agreement between Agent and (i) the issuer of uncertificated securities with respect to uncertificated securities in the name of any Credit Party, (ii) a securities intermediary with respect to securities, whether certificated or uncertificated, securities entitlements and other financial assets held in a securities account in the name of any Credit Party, (iii) a futures commission merchant or clearing house, as applicable, with respect to commodity accounts and commodity contracts held by any Credit Party, whereby, among other things, the issuer, securities intermediary or futures commission merchant disclaims any security interest in the applicable financial assets, acknowledges the Lien of Agent, on behalf of itself and Lenders, on such financial assets, and agrees to follow the instructions or entitlement orders of Agent without further consent by the affected Credit Party.

  • Change in Control Agreement means a written Change in Control Agreement between an employee and the Company or an Affiliate.

  • Clearing Account Agreement means that certain Clearing Account - Deposit Account Control Agreement dated the date hereof among Borrower, Lender and Clearing Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, relating to funds deposited in the Clearing Account.

  • Account Control Agreement means the Account Control Agreement among the Borrower, as debtor, the Collateral Agent, as secured party, and State Street Bank and Trust Company, as depository bank and Securities Intermediary, dated on or about the date hereof.

  • Excluded Account means (a) any deposit account specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees and (b) any Xxxxx Cash Accounts.

  • Deposit Account Agreement means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “xx.xxxxxxxxxxx.xxx”.

  • Deposit Account Control Agreements means the deposit account control agreements or blocked account agreements in a form that is reasonably satisfactory to the Agent to be executed by each institution maintaining a deposit account or securities account for any of the Credit Parties, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations to the extent required by Section 4.14(g) or any other provision of this Agreement or any Other Document.

  • Commodity Account Control Agreement means a control agreement in a form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Commodity Account.

  • Concentration Account Agreement as defined in subsection 4.16(b).

  • Controlled Account Agreement has the meaning specified therefor in the Security Agreement.

  • Collateral Account Agreement means the Collateral Account Agreement executed and delivered by Company and Administrative Agent on the Closing Date, substantially in the form of EXHIBIT XXIII annexed hereto, as such Collateral Account Agreement may hereafter be amended, supplemented or otherwise modified from time to time.

  • Release Period means the period specified in paragraph 3(d) of the letter of consent.

  • Collection Account Agreement means that certain Collection Account Agreement, dated the Closing Date, among the Borrower, the Servicer, the Account Bank, the Administrative Agent and the Collateral Agent, governing the Collection Account and which permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in the Collection Account, as such agreement may be amended, modified or supplemented from time to time in accordance with its terms.