Deemed Sales Clause Samples

POPULAR SAMPLE Copied 3 times
Deemed Sales. If a Deemed Sale of a New Vehicle financed by the Lenders occurs, the New Vehicle Floorplan Borrowers shall pay to Agent the Related Principal Portion for such Vehicle no later than 6 Business Days following the date of any Deemed Sale. A “Deemed Sale” means any of the following:
View SourceView Similar (6)
Deemed Sales. If a Deemed Sale of a New Vehicle financed by the Lenders occurs, the New Vehicle Floorplan Borrowers shall pay to the Agent the Related Principal Portion for such Vehicle no later than 6 Business Days following the date of any Deemed Sale. A “Deemed Sale” means any of the following: (i) A New Vehicle Floorplan Dealership disposes of a New Vehicle by trade with another dealer or other disposition, other than a sale in the ordinary course of such New Vehicle Floorplan Dealership’s business, regardless of whether any payment is due to be made by or to such New Vehicle Floorplan Dealership in respect of such trade or other disposition.
View SourceView Similar (3)
Deemed Sales. The first paragraph of Section 2.3.3(c) of the Loan Agreement is deleted and replaced with the following:
View Source
Deemed Sales. Notwithstanding anything to the contrary contained herein, but subject to the next sentence, any Security as to which Purchaser has exercised its Retention Option on or prior to Closing that has not been sold on or prior to Closing shall, for purposes of preparing the Final Balance Sheet, be deemed to have been sold at the highest Offer Price contained in an Asset Sale Notice delivered in respect of such Security. Notwithstanding anything to the contrary contained herein, any Security as to which Purchaser has exercised its Retention Option after Closing that has not been sold on or prior to the Final Accounting Date, for purposes of calculating the Net Realized Loss Balance, shall be deemed to have been sold as of the Final Accounting Date at the highest Offer Price contained in the Asset Sale Notice delivered in respect of such Security prior to the Final Accounting Date; provided, that such Securities shall not, without Seller's consent, be deemed to be sold pursuant to this clause (e) unless such Offer Price was at least equal to 85% of the Minimum Price for such Security.
View Source
Deemed Sales. For the purposes of this Section 1.6 any short sales, put options or ▇▇▇▇▇▇ in which the Seller has the right to put or sell his shares of Common Stock to a non-affiliated third party at a guaranteed minimum net price, shall be deemed a Sale of the underlying shares at the price equal to such minimum net price.
View Source
Deemed Sales. For purposes hereof, if Sellers fail to (I) elect to receive cash in any merger or other event involving the Buyer in which a cash election is offered to Sellers at $5.00 or more per Share, (II) elect to include Shares in a registered public offering or private offering in which the Buyer offers to include the Stock Consideration for sale at $5.00 or more per Share and such offering is effected at $5.00 per Share (in all such cases the amount being received being calculated before selling commissions and expenses) (each such event or circumstance in clauses I-II being a "Sale Opportunity" and the price which would have been received being the "Sale Opportunity Price"), then Sellers shall have been deemed to have sold the Shares that would have been eligible for sale in each such Sale Opportunity at the Sale Opportunity Price, allocating such Shares among such Sale Opportunities in a manner that yields the greatest aggregate deemed sales proceeds. In the event a Seller delivers Shares in repayment of the Note after the Payoff Date ("Note Payments"), such Share payments shall be included as Deemed Sales for purposes of calculating the payments due under Sections 4 and 5, with the Shares being valued for purposes thereof as provided in Section 4.
View Source
Deemed Sales. For the avoidance of doubt, for the purposes of the Software Royalty and [***] Royalty, (a) the Minimum Launch Quantities of the Licensed Products to be manufactured, delivered and available for sale at retail/eCommerce on or before the Launch Date shall be considered sold, and the applicable Royalties shall be payable, upon the earlier of (i) the actual date of sale or (ii) the Launch Date, and (b) the additional Minimum [***] Quantities to be manufactured, delivered and available for sale at retail/eCommerce on or before [***] shall be considered sold, and the applicable royalties shall be payable, upon the earlier of (1) the actual date of sale or (2) [***].
View Source

Related to Deemed Sales

  • CONSOLIDATION, MERGER AND SALE Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • Purchase and Sale Termination Events Each of the following events or occurrences described in this Section 8.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”): (a) the Termination Date shall have occurred; (b) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall remain unremedied for three (3) Business Days; (c) any representation or warranty made or deemed to be made by any Originator under or in connection with this Agreement, any other Transaction Documents to which it is a party, or any other written information or report delivered pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; provided, that such circumstance shall not constitute a Purchase and Sale Termination Event if such representation or warranty, or such information or report, is part of an Information Package, is corrected promptly (but not later than two (2) Business Days) after the Originator has knowledge or receives notice thereof; provided, further that no breach of a representation or warranty set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 shall constitute a Purchase and Sale Termination Event pursuant to this clause (c) if credit has been given for a reduction of the Purchase Price, the outstanding principal balance of the applicable Intercompany Loan has been reduced or the applicable Originator has made a cash payment to the Buyer, in any case, as required pursuant to Section 3.3(c) with respect to such breach; (d) any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed and such failure shall continue unremedied for thirty (30) days after the such Originator has knowledge or receives written notice thereof; or (e) any Insolvency Proceeding shall be instituted against any Originator and such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur.

  • Shareholder Transactions Ultimus shall provide the Trust with shareholder transaction services, including: 1.1. process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees; 1.2. set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method, 1.3. assist shareholders making changes to their account information included in 1.2; 1.4. issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”); 1.5. issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives; 1.6. act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding; 1.7. record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding; 1.8. perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”); 1.9. provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required; 1.10. withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements; 1.11. produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders; 1.12. administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and 1.13. process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • The Closing (a) The closing (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.