Deemed Sales Sample Clauses

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:
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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. (ii) The New Vehicle ceases to meet the criteria contained in the definition of “Eligible New Vehicle” in this Agreement. (iii) Agent reasonably determines that the fair market value of a New Vehicle has significantly declined, regardless of the reason. 2.3.4
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Deemed Sales. The first paragraph of Section 2.3.3(c) of the Loan Agreement is deleted and replaced with the following:
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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.
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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.
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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) [***].
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Deemed Sales. For the purposes of this Section 1.6 any short sales, put options or xxxxxx 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.
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Related to Deemed Sales

  • Completed Sale A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a shareholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no commission or dealer manager fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Sales of Shares by the Fund The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by Xxxxxx at not less than net asset value.

  • 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”):

  • Acquisition by Seller The Asset was acquired by Seller in March 2021.

  • Approved Sale If the Board shall deliver a notice to Optionee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Optionee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Optionee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of shares not having a liquidation preference. Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan, including without limitation Section 14 of the Plan. Optionee will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 6 shall not require Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Sales of Shares by the Trust In addition to sales by the Distributor, the Trust reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split or to sell shares to its shareholders or other persons at not less than net asset value to the extent that the Trust, its officers, or other persons associated with the Trust participate in the sale, or to the extent that the Trust or the transfer agent for its shares receive purchase requests for shares.

  • Consummation of Related Transactions Agent shall have received fully executed copies of each of the Related Transactions Documents, each of which shall be in full force and effect in form and substance reasonably satisfactory to Agent. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

  • Major Transactions There are no other Major Transactions currently pending or contemplated by the Company.

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