Determination of Ownership Interest Sample Clauses

Determination of Ownership Interest. (a) When a Purchaser accepts an offer from the Seller to purchase an interest in the Receivables, such Purchaser shall have acquired, in exchange for the purchase price paid, an undivided percentage ownership interest in the Receivables and any Collections relating thereto. The undivided percentage interest of a Purchaser in all Receivables and related Collections purchased hereunder shall be referred to in this Agreement as such Purchaser's "Ownership Interest." The Ownership Interests of all of the Purchasers on any date shall be referred to herein as the "Aggregate Ownership Interest" on such date, and, except as provided in paragraphs (b) and (c) of this Section 3.1, is equal to the following fraction (expressed as a percentage): I + R ----- Net ER where: I = the Investment on such date R = the Reserve on such date Net ER = the outstanding balance of all Eligible Receivables on such date, less the Dilution Reserve on such date, less the aggregate amount by which the outstanding balance of Eligible Receivables of each Obligor exceeds its Concen- tration Limit on such date and less the aggregate amount by which the outstanding balance of all Eligible Receivables owing from a Governmental Obligor exceeds 5.00% of the Investment on such date. The Ownership Interest will change from time to time, except as provided in paragraphs (b) and (c) of this Section 3.1, whenever the Investment, Reserve or Net ER changes.
Sample 1
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Determination of Ownership Interest. (a) When the Purchaser accepts an offer from the Seller to purchase an interest in (i) Receivables of any Division other than Bristol or (ii) the Seller's Interest, the Purchaser shall have acquired, in exchange for the purchase price paid, an undivided percentage ownership interest in (i) the Receivables Pool of such Division and any Collections relating to such Receivables Pool or (ii) the Seller's Interest, as the case may be. Each such undivided percentage interest of the Purchaser shall be referred to in this Agreement as an "Ownership Interest". The Ownership Interest with respect to the Receivables Pool of any Division other than Bristol shall at any time, except as provided in paragraphs (b) and (c) of this Section, be equal to the following fraction (expressed as a percentage): I + R ------------ ER x (1 - D) where: I = the Investment in such Receivables Pool at such time; R = the Reserve with respect to such Division at such time;
Sample 1
Determination of Ownership Interest. The Shareholder Funding Accounts shall be adjusted from time to time in accordance with the provisions of this Agreement and the respective Ownership Interest of each Shareholder at any time shall be determined on the basis of the following formula: Ownership Interest = SFA T Where: SFA = that Shareholder's Funding Account balance at such time T = the total of all Shareholder Funding Accounts at that time. In determining the Ownership Interest of each Shareholder in accordance with the foregoing, decimals of .005 or more shall be rounded up to .01 and decimals of less than .005 shall be rounded down and the resulting Ownership Interest then expressed as a percentage. The combined Ownership Interests of the Shareholders shall at all times be equal to 100%. In the event however, that a Funding Contribution Demand is made to the Shareholders, the ownership interest shall not be adjusted until the period in which the Contribution Demand subject to Section 9.6.2 herein has expired.
Sample 1
Determination of Ownership Interest. (a) When the Purchaser accepts an offer from the Seller to purchase an interest in Receivables, the Purchaser shall have acquired, in exchange for the purchase price paid, an undivided percentage ownership interest in the Receivables and any Collections relating to the Receivables. The undivided percentage interest of the Purchaser in the Receivables and Collections shall be referred to in this Agreement as the "Ownership Interest". The Ownership Interest on any date, except as provided in paragraphs (b) and (c) of this Section, is equal to the following fraction (expressed as a percentage): I + R ------------- ER x (1-D) where: I = the Investment on such date. R = the Reserve on such date. ER = the outstanding balance of all Eligible Receivables on such date, minus an amount equal to the sum of (i) the aggregate amount by which the outstanding balance of Eligible Receivables of each Obligor exceeds the Standard Concentration Limit or the Special Concentration Limit for such Obligor and (ii) the aggregate amount by which the outstanding balance of Eligible Receivables of all Government Obligors exceeds the Government Concentration Limit, less the amount specified in clause (i) hereof. D = the Dilution Percentage as of such date. The Ownership Interest will change from time to time, except as provided in paragraphs (b) and (c) of this Section, whenever the Investment, the Reserve, the Eligible Receivables (as so reduced in the definition of "ER" above), the Standard Concentration Limit or the Special Concentration Limit with respect to any Obligor, the Government Concentration Limit or the Dilution Percentage changes.
Sample 1
Determination of Ownership Interest. The Ownership Interests of each Shareholder shall be determined in accordance with the provisions of this Agreement provided, however, that (i) prior to the First Option Exercise Date APB's Ownership Interest shall be as provided for in Clause 11.1 and AML's Ownership Interest shall be 100% less APB's deemed Ownership Interest as aforesaid, (ii) prior to the Final Earn-in Date, APB's Ownership Interest shall be increased only as provided for in Clause 13, (iii) upon the exercise of the Feasibility Option, the Ownership Interest of APB shall be deemed to be 60%, and (iv) upon the exercise of the Finance Option, the Ownership Interest of APB shall be deemed to be 65%.
Sample 1
Determination of Ownership Interest. (a) When a Purchaser accepts an offer from the Seller to purchase an interest in Receivables Assets, such Purchaser shall have acquired, in exchange for the purchase price paid, an undivided percentage ownership interest in the Receivables Assets and any Collections relating to the Receivables Assets. The undivided percentage interest of a Purchaser in the Receivables Assets and Collections shall be referred to in this Agreement as such Purchaser's "Ownership Interest". The Ownership Interests of all of the Purchasers on any date shall be referred to herein as the "Aggregate Ownership Interest" on such date, and, except as provided in paragraphs (b) and (c) of this Section, is equal to the following fraction (expressed as a percentage): I + R --------- ER where: I = the Investment on such date R = the Reserve on such date ER = the outstanding balance of all Eligible Receivables excluding Finance Charge Receivables on such date The Ownership Interest will change from time to time, except as provided in paragraphs (b) and (c) of this Section, whenever the Investment, Reserve or Eligible Receivables changes.
Sample 1
Determination of Ownership Interest. (a) A Bank Purchaser shall acquire, upon payment of the cash component of the purchase price in respect of any Purchase hereunder, an undivided percentage ownership interest in the Receivables Pool at such time, including in all Receivables therein, any Collections relating to such Receivables and all Related Rights with respect thereto. The undivided percentage interest of any Bank Purchaser in the Receivables Pool covered by this Agreement and Collections and Related Rights with respect thereto shall be referred to in this Agreement as the "Ownership Interest" of such Bank Purchaser. The Ownership Interest of any Bank Purchaser on any date, except as provided in paragraph (b) below, shall be equal to a fraction (expressed as a percentage) calculated in the following manner: I + R ----------- ER where: I = the Investment of such Bank Purchaser as of such date; R = the Reserve in respect of the Investment of such Bank Purchaser on such date; ER = the outstanding balance of all Eligible Receivables on such date in the Receivables Pool, minus the aggregate amount by which the outstanding balance of Eligible Receivables of each Obligor in the Receivables Pool exceeds the Standard Concentration Limit (or, if applicable, the Special Concentration Limit for such Obligor). The Ownership Interest in respect of any Bank Purchaser will change from time to time, except as provided in paragraphs (b) or (c) of this Section, whenever the Investment of such Bank Purchaser, the related Reserve, the Eligible Receivables, or the Standard Concentration Limit or Special Concentration Limit with respect to any Obligor changes.
Sample 1
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Related to Determination of Ownership Interest

  • Protection of Ownership Interests of Buyer (a) Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at such Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

  • Protection of Ownership Interests of the Purchasers (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Agent may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. After the occurrence of an Amortization Event, the Agent may, or the Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller's expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser's request, withhold the identity of such Purchaser in any such notification.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.

  • Liability of Owner or Beneficial Owner for Taxes If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any Receipt or any Deposited Securities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such Receipt shall remain liable for any deficiency.

  • Transfer of Ownership Trust..........................................................

  • Certification of Beneficial Ownership The Company will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners and Key Controllers of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification.

  • Incidents of Ownership The holders ----------------------- of Partnership Units as of the Record Date shall be the Initial Beneficiaries of the Trust as holders of Trust Units in the Partnership's Trust, and the Trustee shall retain only such incidents of legal ownership as are necessary to undertake the actions and transactions authorized herein.

  • Limit on Beneficial Ownership Notwithstanding any other provisions hereof, Dealer shall not have the right to acquire Shares hereunder and Dealer shall not be entitled to take delivery of any Shares hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Post-Effective Limit, (ii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VII of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit and (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding Paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding Paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Rights of Ownership All computer programs and procedures developed to perform services required to be provided by BISYS under this Agreement are the property of BISYS. All records and other data except such computer programs and procedures are the exclusive property of the Trust and all such other records and data will be furnished to the Trust in appropriate form as soon as practicable after termination of this Agreement for any reason.

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