Additional Ownership Interests. (1) So long as the Amortization Period has not commenced, the Seller may deliver a notice, substantially in the form of Exhibit D, to the Series 1997-1 Co-Owner requesting that the Series 1997-1 Co-Owner purchase an Additional Ownership Interest which would result in the Invested Amount of the Series 1997-1 Ownership Interest being increased by the amount of such Additional Ownership Interest on the Business Day set out in such notice (which shall be no earlier than:
(a) if such notice is delivered prior to 12:00 p.m. (Toronto time), the day such notice is delivered, and
(b) if such notice is delivered on or after 12:00 p.m. (Toronto time), the immediately following Business Day).
(2) Upon receipt of the notice specified in Section 2.6(1), the Series 1997-1 Co- Owner agrees, subject to satisfaction of the conditions set out in Section 2.6(3), to effect the purchase referred to in Section 2.6(1) on the Business Day set out in such notice by paying to the Seller an amount equal to the requested increase in the Invested Amount of the Series 1997-1 Ownership Interest on such Business Day by utilizing the proceeds from the issuance of Commercial Paper. Upon receipt of such amount by the Seller, an Additional Ownership Interest shall automatically and without further action be created in accordance with, and pursuant to, the Pooling and Servicing Agreement, as supplemented by this Agreement, and the Seller shall automatically and without further action be deemed to have Transferred to the Series 1997-1 Co- Owner on a fully serviced basis an Additional Ownership Interest which will form part of the Series 1997-1 Ownership Interest and the Unadjusted Invested Amount of the Series 1997-1 Ownership Interest shall be increased by the stated dollar amount of the Additional Ownership Interest (as contemplated by Section 3.3(4) of the Pooling and Servicing Agreement). The purchase price paid in respect of an Additional Ownership Interest shall be paid to the Seller in such proportions as shall be specified in a written direction of the Seller to the Series 1997-1 Co- Owner. The Seller and the Series 1997-1 Co-Owner acknowledge and agree that the payment of the purchase price in respect of the Additional Ownership Interest by the Series 1997-1 Co- Owner to the Seller shall constitute full consideration for the creation and Transfer of the Additional Ownership Interest from the Seller to the Series 1997-1 Co-Owner.
(3) Each Transfer of Additional Ownership Interests in re...
Additional Ownership Interests. 4.7.1 The Managing Member shall have the right to cause the Company to create and/or issue additional Units or Equity Securities of the Company (including other classes, groups or series thereof having such relative rights, powers, and/or obligations as may from time to time be established by the Managing Member, including rights, powers, and/or obligations different from, senior to or more favorable than existing classes, groups and series of Units or Equity Securities of the Company), in which event the Managing Member shall have the power to amend this Agreement to reflect such additional issuances and to make any such other amendments as the Managing Member reasonably and in good xxxxx xxxxx necessary to reflect such additional issuances (including amending this Agreement to increase the authorized number of Units or Equity Securities of any class, group or series, to create and authorize a new class, group or series of Units or Equity Securities and to add the terms of such new class, group or series of Units or Equity Securities including economic and governance rights which may be different from, senior to or more favorable than the other existing Units or Equity Securities), in each case without the Consent of any Member. In connection with any issuance of any Units or Equity Securities of the Company pursuant to this Section 4.7.1, each Person who acquires such additional Units or Equity Securities of the Company (a) shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof, and (b) may be required in exchange for such additional Units or Equity Securities of the Company to make a Capital Contribution to the Company in an amount to be determined by the Managing Member.
4.7.2 The Company may issue preferred Ownership Interests, which may have such designations, preferences, and relative, optional or other special rights as shall be fixed by the Managing Member and, notwithstanding any provision to the contrary contained herein, the Managing Member may, without the Consent of any Member, make such amendments to this Agreement as are necessary or appropriate to effect the terms and conditions of any such issuance.
4.7.3 Each Person who subscribes for an additional Ownership Interest and satisfies the conditions established by the Managing Member shall be admitted to the Company as a Member in respect of said Ownership Interest, effective upon the execution by such Person of a counterpart of t...
Additional Ownership Interests. 1. Subject to Section 2.6(2) and to Section 3.3 of the Pooling and Servicing Agreement, the Unadjusted Invested Amount of the Series 2023-1 Ownership Interest may be increased upon the purchase by the Series 2023-1 Co-Owner and Transfer by the Seller or the Co-Owners of other Series of one or more Additional Ownership Interests, provided that any amendment to this Agreement to give effect to such increase must not modify the Principal Terms of the Series 2023-1 Ownership Interest.
2. Transfers of Additional Ownership Interests in relation to the Series 2023-1 Ownership Interest will be subject to satisfaction of the following conditions:
a) the Rating Agency Condition; and
b) the Seller shall have delivered to the Series 2023-1 Co-Owner, the Custodian and any Entitled Party one or more Officer’s Certificates stating that the Seller believes that such Transfer shall not result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of deposits or remittances to be made in respect of Ownership Interests of any Series or Class.
3. Upon the Transfer of an Additional Ownership Interest in relation to the Series 2023-1 Ownership Interest, the Unadjusted Invested Amount of the Series 2023-1 Ownership Interest will be increased by the stated dollar amount of the Additional Ownership Interest.
Additional Ownership Interests. (1) Subject to Section 2.6(2) and without limiting Section 3.3 of the Pooling and Servicing Agreement, the Invested Amount of the Series 2024-1 Ownership Interest may be increased upon the purchase by the Series 2024-1 Co-Owner and Transfer by the Seller or the Co-Owners of other Series of one or more Additional Ownership Interests in order to, facilitate the reduction or substitution of the Enhancement Amount as provided in Section 4.2; provided that any amendment to this Agreement to give effect to such increase must not modify the Principal Terms of the Series 2024-1
Additional Ownership Interests. In the event that, during the term of this Agreement:
(a) any stock dividend, stock split, reclassification, readjustment, or other change is declared or made in the capital structure of any Subsidiary of any Pledgor, or any new Ownership Interests are issued by any Subsidiary of any Pledgor, or any new Subsidiary of any Pledgor is formed or acquired, all new, substituted, and additional Ownership Interests shall be issued to such Pledgor and shall be promptly delivered to the Administrative Agent, together with undated stock powers endorsed in blank by such Pledgor with respect to Certificated Ownership Interests, and shall thereupon constitute Pledged Interests to be held by the Administrative Agent under the terms of this Agreement; and
(b) any subscriptions, warrants or any other rights or options shall be issued in connection with the Ownership Interests consisting of shares of Capital Stock, all new stock or other securities acquired through such subscriptions, warrants, rights or options by each Pledgor shall be promptly delivered to the Administrative Agent, together with undated stock powers endorsed in blank, and shall thereupon constitute Pledged Interests to be held by the Administrative Agent under the terms of this Agreement. Notwithstanding the foregoing, under this Section 3, no Pledgor shall be required to pledge or deliver Ownership Interests in any Subsidiary of such Pledgor if an express or deemed pledge of such Ownership Interests (including through pledges of Ownership Interests in Restricted Subsidiaries that are treated as flow-through or fiscally transparent entities for U.S. Federal income tax purposes) shall result in a Tax Impediment, as reasonably determined by the Borrower.
Additional Ownership Interests. The Managing Member shall have the right to cause the Company to create and/or issue additional Units or Equity Securities of the Company (including other classes, groups or series thereof having such relative rights, powers, and/or obligations as may from time to time be established by the Managing Member, including rights, powers, and/or obligations different from, senior to or more favorable than existing classes, groups and series of Units or Equity Securities of the Company), in which event the Managing Member shall have the power to amend this Agreement to reflect such additional issuances and to make any such other amendments as the Managing Member reasonably and in good xxxxx xxxxx necessary to reflect such additional issuances (including amending this Agreement to increase the authorized number of Units or Equity Securities of any class, group or series, to create and authorize a new class, group or series of Units or Equity Securities and to add the terms of such new class, group or series of Units or Equity Securities including economic and governance rights which may be different from, senior to or more favorable than the other existing Units or Equity Securities), in each case without the Consent of any Member. In connection with any issuance of any Units or Equity Securities of the Company pursuant to this Section 4.7.1, each Person who acquires such additional Units or Equity Securities of the Company (a) shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof, and (b) may be required in exchange for such additional Units or Equity Securities of the Company to make a Capital Contribution to the Company in an amount to be determined by the Managing Member.
Additional Ownership Interests. Issue any additional Ownership Interests in a manner that would cause a Change of Control to occur.
Additional Ownership Interests. In the event that, during the term of this Agreement:
(a) any stock dividend, stock split, reclassification, readjustment, or other change is declared or made in the capital structure of any Subsidiary, or any new ownership interest are issued by such Subsidiary, or any new Subsidiary of the Pledgor which is a Borrower under the Loan Agreement is formed or acquired, all new, substituted, and additional ownership interests shall be issued to the Pledgor and, if a “certificated security” (as defined in Section 8- 102 of the UCC as in effect in the State of New York), shall be promptly delivered to the Administrative Agent, together with undated stock powers endorsed in blank by the Pledgor with respect to any such Certificated Ownership Interests, and shall thereupon constitute Ownership Interests to be held by the Administrative Agent under the terms of this Agreement; and
(b) any subscriptions, warrants or any other rights or options shall be issued in connection with the Ownership Interests consisting of shares of Capital Stock, all new stock or other securities acquired through such subscriptions, warrants, rights or options by the Pledgor shall, if a “certificated security” (as defined in Section 8-102 of the UCC as in effect in the State of New York), be promptly delivered to the Administrative Agent, together with undated stock powers endorsed in blank, and shall thereupon constitute Ownership Interests to be held by the Administrative Agent under the terms of this Agreement.
Additional Ownership Interests. Each Pledgor shall receive any ------------------------------ additional ownership or equity interests, earned, issued or delivered as a result of ownership of the Pledge Interests in trust for Lender and shall deliver the same together with stock powers executed in blank (if applicable) immediately to Lender upon receipt. Such additional ownership or equity interests shall become part of the Pledged Interests hereunder upon issuance.
Additional Ownership Interests. 14 4.6 Advances ........................................................................................................................... 15 4.7 No Resignation or Withdrawal; No Interest ..................................................................... 15 4.8 Nature of Ownership Interest; No Partition ...................................................................... 15 4.9 Warrants ............................................................................................................................ 15 4.10 Authorization and Issuance of Additional Class A Units ................................................. 16 4.11 Repurchase or Redemption of Shares of Class A Common Stock ................................... 16 4.12
