Control Condition definition

Control Condition means (i) one or more of Maple Residential, L.P. and any Crow Family Persons, or Persons Controlled by any of them, owns directly or indirectly an ownership interest in Borrower; (ii) one or more of Maple Residential, L.P. and any Crow Family Persons, or Persons Controlled by any of them, shall continue to Control the Borrower and (iii) any Crow Family Persons, or Persons Controlled by any of them, shall continue to Control Maple Residential, L.P.
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Control Condition means, with respect to any date of determination, the satisfaction of at least one of the following conditions on such date: (a) all consents, approvals, authorizations and waivers set forth on Schedule 1.1(d) attached hereto, as may be updated by Buyer in accordance with Schedule 1.1(d) (collectively, the “Control Approvals”) shall have been received or (b) the beneficial ownership of Seller and its Affiliates, collectively, in FOA and its Subsidiaries following the issuance of any FOAEC Units contemplated to be issued on such date under this Agreement shall not exceed, on an as-exchanged basis, 9.49% of the outstanding shares of FOA Class A Common Stock (giving effect to the deemed exchange of all FOAEC Units in accordance with the Exchange Agreement). “Controlled Group Liabilities” means any and all Liabilities of Seller or any of its ERISA Affiliates (i) under Title IV of ERISA, (ii) under Sections 206(g), 302, or 303 of ERISA, (iii) under Sections 412, 430, 431, 436, or 4971 of the Code, (iv) as a result of the failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of any foreign Requirement of Law. “Deferred Compensation Plan” means any “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and the Treasury Regulations promulgated thereunder and that is subject to Section 409A of the Code. “Effective Time” means 12:01 a.m. U.S. Eastern time on the Closing Date. “Employment Offer” has the meaning specified in Section 6.4(a). “Encumbrance” means any lien, adverse claim, charge, judgment, imposition, levy, attachment, license, security interest, security agreement, financing statement, mortgage, deed of trust, encroachment, pledge, easement, covenant, right of first refusal, right-of-way, conditional sale or other title retention agreement, option, preemptive right, defect in title or other adverse claims or restrictions of a similar nature. “Equity Consideration” means 33,893,666 FOAEC Units. “Equity Consideration Cap” means 19,692,990 FOAEC Units or, if all Control Approvals have not been received at Closing and the number of outstanding shares of FOA Class A Common Stock (giving effect to the deemed exchange of all FOAEC Units in accordance with the Exchange Agreement) changes between the date hereof and Closing, such number of FOAEC Units (as reasonably determined by FOAEC in good faith) that...
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Control Condition means (i) one or more of Maple Residential, L.P. and any Crow Family Persons, or Persons Controlled by any of them, owns directly or indirectly an ownership interest in Borrower; (ii) one or more of Maple Residential, L.P. and any Crow Family Persons, or Persons Controlled by any of them, shall continue to Control the Borrower (subject to the rights of BR Member as provided in Borrower’s organizational documents as of the date of this Agreement) and (iii) any Crow Family Persons, or Persons Controlled by any of them, shall continue to Control Maple Residential, L.P.
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Examples of Control Condition in a sentence

  • Either party may terminate this Agreement for cause upon 30 days’ advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.

  • The Parties agree that the Purchaser shall have the right to partially waive the Merger Control Condition in relation to one or more Competition Authorities.

  • Assuming compliance with the Defense Control Condition, all costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party.

  • If the Purchaser becomes aware of the fact that the Merger Control Condition will not be satisfied before the Long Stop Date, it will notify the Sellers within two (2) Business Days of it becoming aware of such fact.

  • At any time as from the day on which the Merger Control Condition is satisfied until the Long Stop Date, the Purchaser (but not the Sellers) will have the right to notify the Sellers that Completion will take place on the fifth (5th) Business Day following the date of the notification irrespective whether the Financing or the Bridge Financing has completed.

  • The Indemnifying Party shall have 30 days from the delivery or receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) subject to the Defense Control Condition, whether or not it desires to defend the Indemnified Party against such claim or demand.

  • From the date of this Agreement until the date on which the Merger Control Condition is satisfied or waived by the Investor and RBSG the provisions of Schedule 15 shall apply in place of the provisions of Clauses 3.1 to 3.10.1, other than Clause 3.7.1. From the date on which the Merger Control Condition is satisfied or waived by the Investor and RBSG the provisions of Clauses 3.1 to 3.10.1 shall apply and the provisions of Schedule 15 shall cease to apply.

  • The Amendments set forth in Articles Two and Three hereof will only become operative concurrently with the consummation of the EOPT Merger, provided that the Change of Control Condition (as defined in the Statement) has been satisfied.

  • The Registration Rights Amendments will only become operative concurrently with the consummation of the EOPT Merger, provided that the Change of Control Condition (as defined in the Statement) has been satisfied.

  • OSB has agreed not to waive the Change in Control Condition in respect of ▇▇▇▇▇▇▇ (if such Condition is applicable to ▇▇▇▇▇▇▇) until the Change in Control Condition has been satisfied in respect of ▇▇▇▇▇▇▇.


More Definitions of Control Condition

Control Condition will mean that the current guarantors will continue to exercise substantially the same degree of control over the Borrower and Venture as they do at Closing or if the BR REIT has become a Replacement Guarantor, the BR REIT continues to exercise substantially the same degree of control over the Borrower and Venture as it does at the time that it became the Replacement Guarantor .
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Control Condition. As such term is defined in Section 17.2.
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Related to Control Condition

  • Terminal condition means an incurable condition caused by injury, disease, or illness that according to reasonable medical judgment will produce death within six months, even with available life-sustaining treatment provided in accordance with the prevailing standard of medical care.

  • Abnormal Condition means any condition on the Interconnection Facilities which, determined in accordance with Good Utility Practice, is: (i) outside normal operating parameters such that facilities are operating outside their normal ratings or that reasonable operating limits have been exceeded; and (ii) could reasonably be expected to materially and adversely affect the safe and reliable operation of the Interconnection Facilities; but which, in any case, could reasonably be expected to result in an Emergency Condition. Any condition or situation that results from lack of sufficient generating capacity to meet load requirements or that results solely from economic conditions shall not, standing alone, constitute an Abnormal Condition.

  • General Condition means these General Terms and Conditions of Contract.

  • Business Condition means the current business, financial condition, results of operations and assets of a corporate entity.

  • Unsafe condition as used in this clause means the actual or potential exposure of contractor or Government employees to a hazardous material as defined in Federal Standard No. 313, and any revisions thereto during the term of this contract, or any other material or working condition designated by the Contracting Officer's Technical Representative (COTR) as potentially hazardous and requiring safety controls.