Escrow Condition has the meaning given in clause 4.1.2;
Escrow Condition means the condition that the Consideration Shares comprising the Consideration to be issued to the Principals in connection with the Arrangement shall be subject to escrow and released as follows: 1/5th of such Consideration Shares shall be released on the Effective Date, 1/5th of such Consideration Shares shall be released on the date that is three (3) months after the Effective Date, and 1/5th of such Consideration Shares shall be released every three (3) months thereafter;
Examples of Escrow Condition in a sentence
If an Eligible Participant ceases to be an Eligible Participant as a result of an occurrence other than certain bad leaver occurrences prior to the satisfaction of all Restriction Conditions, the escrow restriction applied under the Escrow Condition in relation to the Plan Shares held by the Participant will be extended by 6 months.
In addition, the absence of an Event of Default shall not be an Escrow Condition that must be satisfied or waived in order for the Escrow Property to be released from the Escrow Account pursuant to Section 4.02 of this Agreement or Section 3(b) of the Escrow Agreement.
And we think we will be 15 able to show that here again based on the inadequacy of the 16 pleadings rather than anything that we have stated 17 affirmatively in the preliminary statement of the answer.
IUSA and Union Carbide /Umetco have agreed that receipt from the NRC of the ; " Advice of Transfer" form, attached to this letter, will satisfy the Escrow Condition.
An Escrow Condition On Verizon Would Be An Unlawful Penalty Because there is no evidence that Verizon California’s network would be adversely affected by the Transaction, ORA and TURN are essentially arguing that Verizon should be punished for allowing its network to exist in a condition that those parties believe (albeit without objective benchmarks) is substandard.
More Definitions of Escrow Condition
Escrow Condition means the release of all of the SDIF Pledge(s); Table of Contents
Escrow Condition means the delivery of an Officers’ Certificate instructing the Escrow Agent to release the Escrow Property from the Escrow Account and certifying that, prior to or concurrently with the release of the Escrow Property from the Escrow Account, (i) the Acquisition shall have been consummated and the existing reserve-based credit facility of the Acquired Business retired in all material respects as described under “Summary—The Transactions” in the Offering Memorandum, (ii) borrowings under the Term Loan Facility shall have been made, (iii) investments in EPE Acquisition, LLC’s equity by funds affiliated with the Sponsors and other investors shall have been made and (iv) borrowings under the Credit Agreement shall have been made, in the case of clauses (ii), (iii) and (iv) above in an aggregate amount sufficient, when taken together with the net proceeds of the Notes and the Senior Notes, to fund the Acquisition and to pay related fees and expenses, and (v) the Subsidiary Guarantors that have on such date guaranteed the Credit Agreement shall have, by supplemental indenture effective upon the Escrow Release Date, become parties to this Indenture as Subsidiary Guarantors.
Escrow Condition means delivery by Rubellite to the Agent of a certificate to the effect, and the Agent being satisfied, acting reasonably, that: (i) each of the Arrangement, the Non-Brokered Private Placement and the Acquisition shall have been completed in accordance with their terms (without waiver or material amendment of the terms and conditions thereof, in whole or in part, unless the consent of the Agent is given for such waiver or amendment, such consent not to be unreasonably withheld); (ii) all of the Rubellite Warrants shall have been exercised by the holders thereof and/or pursuant to the Standby Agreement; (iii) all the conditions, undertakings and other matters to be satisfied, completed or otherwise required to be met in connection with the completion of the Arrangement (in accordance with the Arrangement Agreement and without waiver or material amendment of the terms and conditions thereof, in whole or in part, by any of the parties thereto unless the consent of the Agent is given for such waiver or amendment, such consent not to be unreasonably withheld) have been satisfied, completed or otherwise met other than the repayment of the promissory notes issued in connection with the Arrangement; (iv) Rubellite shall not be in breach or default of any of its representations, warranties, covenants or obligations under the Agency Agreement, except for those breaches or defaults that would not constitute a material adverse effect for the promissory notes issued in connection with the Arrangement, or have been waived by the Agent and all conditions set out in the Agency Agreement shall have been fulfilled in all material respects; and (v) the TSX shall have provided conditional listing approval of the Rubellite Common Shares, subject to the fulfillment of customary listing conditions (see "The Arrangement – Approvals – Stock Exchange Listing Approvals");
Escrow Condition means that both (i) the AER has approved the transfer of the Assets and License Transfers related to the Assets from Vendor to Purchaser over which the AER has jurisdiction; and (ii) no Third Party has applied to the Court for a further order vacating, substituting, modifying or varying the terms of the Approval Order and has not been resolved, to the satisfaction of Purchaser acting reasonably, prior to the Escrow Deadline;
Escrow Condition has the meaning specified in Section 1111(b) of this Indenture.
Escrow Condition means delivery by QCP to the Escrow Agent and the Trustee of an Officer’s Certificate instructing the Escrow Agent to release the funds and certifying that, prior to or concurrently with the release of funds from the Escrow Account, that the following conditions have been met: (i) the Spin-Off shall have been consummated on the date of release of the Escrowed Property in all material respects as described under “Summary-The Transactions” in the Offering Memorandum, including entering into the agreements and arrangements described under “Our Relationship with HCP” in the Offering Memorandum; (ii) borrowings under the Credit Agreement will be available in an aggregate amount sufficient, when taken together with the Escrowed Property and any other cash or Permitted Escrow Investments available to the Issuers, to consummate the Spin-Off and pay related fees and expenses; and (iii) the Issuers and the Guarantors have entered into the Security Documents and have become parties to this Indenture, as applicable.
Escrow Condition. “ means that the condition that the Final Order has been filed with the Australian Securities and Investments Commission and all other material conditions (other than payment of the purchase price) necessary to complete the Acquisition have been satisfied;