Certain Presumptions. If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
Certain Presumptions. For the purposes of this Section 12.2, but without creating any implication that any of the following is true, it shall be presumed that:
(i) the acquisition by the Purchaser of shares of Xxxxxx Common Stock pursuant to this Agreement and the acquisition by the Purchaser of shares of Surviving Corporation Common Stock pursuant to the Merger, as applicable, is an acquisition of stock that is part of a plan or series of related transactions that includes the Split-Off;
(ii) except as provided in clause (iii) below, no issuance of GM Class H Common Stock that occurred on or prior to March 20, 2003 is part of a plan or series of related transactions that includes the Split-Off;
(iii) bunless the IRS has issued a Subsequent Ruling to the contrary, the contribution by GM of 149,200,000 shares of GM Class H Common Stock to the GM Employee Benefit Plans that occurred on March 12, 2003, is an acquisition of stock that is part of a plan or series of related transactions that includes the Split-Off;
(iv) any acquisition of GM Class H Common Stock (prior to the Split-Off) or Xxxxxx Capital Stock (after the Split-Off) by a retirement plan maintained by GM or any GM Affiliate or by Xxxxxx or any Xxxxxx Affiliate for their respective employees that is qualified under Section 401(a) or 403(a) of the Code other than, unless the IRS rules otherwise in the Ruling or has issued a Subsequent Ruling to the contrary, (A) the contribution of GM Class H Common Stock described in clause (iii) above, (B) a contribution of Xxxxxx Capital Stock to such a plan by Xxxxxx or a Xxxxxx Affiliate which is not pursuant to the provisions of the mandatory matching contribution contained in the Xxxxxx Section 401(k) plan as in existence on the date hereof and (C) acquisitions of GM Class H Common Stock or Xxxxxx Capital Stock by such a plan which are required or directed by Xxxxxx, is not an acquisition of stock that is part of a plan or series or related transactions that includes the Split-Off; and
(v) any acquisition of GM Class H Common Stock (prior to the Split-Off) or Xxxxxx Capital Stock (after the Split-Off) by an employee, director or independent contractor of Xxxxxx or any Xxxxxx Affiliate pursuant to the exercise of a stock option, stock right or a grant of stock or otherwise in connection with the performance of services (but only if such compensation is not excessive by reference to the services performed) other than an employee, director or independent contractor who is (or after ...
Certain Presumptions. If no election as to the Currency of a -------------------- Borrowing is specified in a Borrowing Request, then the Borrower shall be deemed to have requested a Borrowing denominated in Dollars. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be a Federal Funds Borrowing unless an Approved Foreign Currency has been specified, in which case the Borrower shall be deemed to have requested a Eurocurrency Borrowing denominated in such Approved Foreign Currency. If no election as to the Sub-Commitment of a Borrowing is specified, then the Borrower shall be deemed to have requested a Borrowing under the Dollar Sub-Commitment, provided -------- that, if at such time the Dollar Sub-Commitment shall be fully drawn, then the Borrower shall be deemed to have requested a Borrowing in Dollars under the Multicurrency Sub-Commitment.
Certain Presumptions. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be an Eurodollar Borrowing with an Interest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
Certain Presumptions. For the purposes of this Section 6.2, but without creating any implication that any of the following is true, it shall be presumed that (i) the acquisitions by Xxxxxx X. Xxxxxxxx and any of his Affiliates (including, but not limited to, MLF Investments, LLC, MLF Holdings, LLC, MLF Capital Management L.P., MLF Offshore Portfolio Company, L.P., and MLF Cayman GP, Ltd.) of shares of Alloy stock prior to the Distribution Date; (ii) the acquisition by Xxxxxx X. Xxxxxxx and other members of senior management of xXXxX*s stock immediately prior to the Distribution, (iii) the acquisition of xXXxX*s Common Stock in the Rights Offering, and (iv) the acquisition, if any, by MLF Investments, LLC of xXXxX*s Common Stock pursuant to the exercise of warrants issued to MLF Investments, LLC in connection with the Backstop Agreement are acquisitions of stock that are part of a plan or series of related transactions that includes the Distribution.
Certain Presumptions. If the Borrower fails to deliver a timely -------------------- Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Federal Funds Borrowing, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month's duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (A) no outstanding Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing, (B) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period therefor and (C) no outstanding Eurocurrency Borrowing denominated in an Approved Foreign Currency may have an Interest Period of more than one month's duration.
Certain Presumptions. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.
Certain Presumptions. If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing.
Certain Presumptions. The right to indemnification or advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 8; provided, however, such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days in the case the Board or a committee thereof is making such determination, if the Person or Persons making the determination decide in good faith that additional time is required for obtaining or evaluating documentation or other relevant information. In any suit by Indemnitee to enforce his or her rights under this Agreement, the termination of a proceeding by a judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that Indemnitee did not act in good faith, did not meet a particular standard of conduct, did not have any particular belief, or that a court has determined that indemnification is not permitted by applicable law. For purposes of any determination of good faith, Indemnitee shall be presumed to have acted in good faith if he or she relied on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by one or more officers or employees of the Corporation whom Indemnitee reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants or other Persons as to matters Indemnitee reasonably believes are within the Person’s professional or expert competence; provided, however, Indemnitee shall not be presumed to be acting in good faith if he or she has actual knowledge concerning the matter in question that makes such reliance unwarranted. Indemnitee’s conduct with respect to an employee benefit plan for a purpose Indemnitee reasonably believes to be in the interests of the participants in, and beneficiaries of, such plan shall be deemed conduct not opposed to the Corporation’s best interests.
Certain Presumptions. Solely for the purposes of Section 3.2(a), but without creating any implication that any of the following is true, it shall be presumed that (i) shares of Spinco stock distributed with respect to Forest stock which Forest stock had been sold, exchanged or otherwise disposed of by Animal or any of his Affiliates that would be treated as a ten-percent shareholder (within the meaning of Treasury Regulation Section 1.355-7(h)(14)) and (ii) shares of Spinco stock distributed with respect to Forest stock which Forest stock was covered by a written option (within the meaning of Treasury Regulation Section 1.355-7(e)) to sell or other written agreement to sell (whether by forward contract or otherwise), in both cases entered into by Animal or any of his Affiliates that would be treated as a ten-percent shareholder (within the meaning of Treasury Regulation Section 1.355-7(h)(14)) with respect to Forest shares held by Animal or any of his Affiliates that would be treated as a ten-percent shareholder (within the meaning of Treasury Regulation Section 1.355-7(h)(14)) and which shares are not described in clause (i) of this Section 3.2(c), in each of clause (i) and (ii) within the two-year period ending on the Distribution Date, are shares the acquisition of which will be treated as if such acquisition were part of a plan or series of related transactions that includes the Distribution. In no event will the presumption contained in this Section 3.2(c) apply to more than the number of shares of Spinco stock distributed with respect to 7,905,575 shares of Forest stock.
