ACCESSION OF NEW SELLERS Sample Clauses

ACCESSION OF NEW SELLERS. 40.1 By way of exception to Article 35, the Parties hereby agree that in the event of the accession of a New Seller to this Agreement, the Purchaser, acting for itself and in the name and on behalf of each of the Joint Lead Arrangers and the Agent, who hereby authorize the Purchaser to enter into the relevant accession agreement and for this purpose exempt the Purchaser from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and similar restrictions under the laws of other jurisdictions, in each case to the extent permitted by applicable law, and the Centralising Unit, acting for itself and in the name and on behalf of each of the Sellers, who hereby authorize the Centralising Unit to negotiate and enter into the relevant accession agreement and for this purpose exempt the Centralising Unit from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and similar restrictions under the laws of other jurisdictions, in each case to the extent permitted by applicable law, may agree to such accession by letter and in writing, subject to prior written notification by the Centralising Unit, duly authorized for the purposes hereof, to the Purchaser of this accession in the form set out in SCHEDULE 7. 40.2 The accession of the New Seller shall take effect on the Settlement Date immediately following provided that the following conditions are met: (i) the New Seller is an entity in which GOODYEAR DUNLOP TIRES EUROPE BV holds directly or indirectly more than 50% of the share capital and voting rights and as such exercises effective control within the meaning of article L.511-7.3 of the Monetary and Financial Code; (ii) the receipt by the Purchaser from (a) the Centralising Unit of evidence of the necessary corporate authorisations to cause the accession of the New Seller to this Agreement and (b) the New Seller of all the documents referred to in Article 5 in order to enable the accession of the New Seller to this Agreement and the relevant Receivables Purchase Agreement; (iii) the receipt by the Purchaser of evidence that the existing Sellers are bound by the accession of the New Seller as a Seller under this Agreement and by the resulting amendments to the Securitisation Documents negotiated and executed on their behalf by the Centralising Unit in accordance with Article 35.2; (iv) the receipt by the Purchaser, in a form satisfactory to the Purchaser, of all amendments required or necessary unde...
Sample 1See All (4)
AutoNDA by SimpleDocs
ACCESSION OF NEW SELLERS. 72 ARTICLE 41. Governing Law - Jurisdiction................................................... 73 SCHEDULE 1. Master Definitions Schedule.................................................. 76 SCHEDULE 2. Conditions Precedent to the Commencement of this Agreement................... 106 SCHEDULE 3. Form of Assessment Report.................................................... 110 SCHEDULE 4. Form of Seller's Auditors Certificate........................................ 131 SCHEDULE 5. Form of Seller's and Centralising Unit's solvency Certificate................ 156 SCHEDULE 6. Form of Seller's and Centralising Unit's Legal Counsel Opinion............... 167 SCHEDULE 7. List of Addressees........................................................... 202 SCHEDULE 8. Forms of Notification of Withdrawal or Accession of one or more Seller (s)... 205 SCHEDULE 9. List of Sellers.............................................................. 208 SCHEDULE 10. Form of Comfort Letter and Performance Letter................................ 209 SCHEDULE 11. List of Calendar Dates of the Transaction.................................... 222 SCHEDULE 12. Reporting document relating to the Sold Receivables (article 12.3.3)......... 226 SCHEDULE 13. Conformity Warranties for Purchasable Receivables............................ 230 SCHEDULE 14. List of Excluded Debtors..................................................... 242 SCHEDULE 15. Form of Calculation Letter................................................... 243 SCHEDULE 16. Financial Covanants Definitions.............................................. 245 SCHEDULE 17. Form of Letter in relation to the limitation of recourse of creditors of Ester Finance Titrisation regarding the Goodyear Securitisation Transaction.................................................................. 248
Sample 1
ACCESSION OF NEW SELLERS. By way of exception to Article 35, the Parties hereby agree that in the event of the accession of a New Seller to this Agreement, the Purchaser, acting for itself and in the name and on behalf of each of the Joint Lead Arrangers and the Agent, who hereby authorize the Purchaser to enter into the relevant accession agreement and for this purpose exempt the Purchaser from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and similar restrictions under the laws of other jurisdictions, in each case to the extent permitted by applicable law, and the Centralising Unit, acting for itself and in the name and on behalf of each of the Sellers and Goodyear Dunlop Tires Germany GmbH, who hereby authorize the Centralising Unit to negotiate and enter into the relevant accession agreement and for this purpose exempt the Centralising Unit from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and similar restrictions under the laws of other jurisdictions, in each case to the extent permitted by applicable law, may agree to such accession by letter and in writing, subject to prior written notification by the Centralising Unit, duly authorized for the purposes hereof, to the Purchaser of this accession in the form set out in SCHEDULE 8. In addition, the Parties hereby acknowledge and agree that Goodyear Dunlop Tires Germany GmbH shall accede to this Agreement as New Seller by operation of law upon implementation of the Final Structure and shall henceforth be a German Seller hereunder without any notification, accession agreement or other additional agreement among any of the Parties. The Centralising Unit shall provide to the other Parties a written notice specifying that the implemenatation of the Final Structure has occurred.
Sample 1

Related to ACCESSION OF NEW SELLERS

  • Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

  • Issuance of New Certificate to Pledgee In the event certificates have been issued, a pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder, and entitled to vote thereon.

  • Issuance of New Certificates to Pledgee A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.

  • Sale of New Securities For so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any nonpublic offering or sale of any equity security (including Common Shares, preferred shares or restricted shares), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior to the issuance of such New Securities.

  • Escrow of New Securities If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities if, immediately after completion of the business combination: (a) the successor issuer is not an exempt issuer (as defined in section 3.2 of the Policy); (b) you are a principal (as defined in section 3.5 of the Policy) of the successor issuer; and (c) you hold more than 1% of the voting rights attached to the successor issuer’s outstanding securities (In calculating this percentage, include securities that may be issued to you under outstanding convertible securities in both your securities and the total securities outstanding.)

  • Issuance of New Notes Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 5(4)(a) or Section 5(4)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Note issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

  • Issuance of New Note Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid. The Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note.

  • Notification of New Employer In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

  • Release from Escrow of New Securities (1) As soon as reasonably practicable after the Escrow Agent receives: (a) a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign (i) stating that it is a successor issuer to the Issuer as a result of a business combination and whether it is an emerging issuer or an established issuer under the Policy, and (ii) listing the Securityholders whose new securities are subject to escrow under section 6.5, the escrow securities of the Securityholders whose new securities are not subject to escrow under section 6.5 will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent in accordance with section 2.3. (2) If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged. (3) If the Issuer is (a) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs 18 months or more after the Issuer’s listing date, all escrow securities will be released immediately; and (b) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs within 18 months after the Issuer’s listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal instalments on the day that is 6 months, 12 months and 18 months after the Issuer’s listing date.

  • Making of New Term Loans On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to Borrower in an amount equal to its new Commitment.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!