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. (b) During any period when the Investment is being reduced, the Aggregate Ownership Interest will remain fixed at the percentage in effect as of the close of business on the Business Day immediately preceding the commencement of that period. (c) The Aggregate Ownership Interest will be reduced to zero when the Purchasers receive the following amounts: (1) their respective shares of the Investment; (2) as further provided in Section 7.2.2(b)(i), their respective shares of the accrued and unpaid portion of the Purchase Discount, Purchase Premium, Unused Facility Fee, Collection Agent Fee (if not payable to a Diamond Shamrock Entity), Operating Expense Fee and Administration Fee; and (3) all other fees, expenses and amounts payable to the Purchasers under this Agreement. When the Aggregate Ownership Interest in the Receivables is reduced to zero, the Purchasers shall not be entitled to receive any additional Collections from the Receivables. (d) The Administrative Agent shall maintain books and records (which shall be presumed accurate absent manifest ...
Sample 1See All (4)
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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. 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 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; (i) hereof with respect to each Obligor described therein which is an Obligor of a Receivable described in this clause; and
Sample 1

Related to Determination of Ownership Interest

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered 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..........................................................

  • Ownership of Owner No By a Deed of Conveyance dated 10th May, 2013 and registered in the Office of the Additional District Sub-Registrar, Chandannagore, Hooghly in Book No. I, CD Volume No.5, Pages from 4056 to 4073, being Deed No.01491 for the year 2013, Jubilant First Trust Healthcare Limited sold to Kalashdhan Plot Managers Private Limited, the Owner No. 1.33 herein, undivided 1/47th (one-forty seventh) share in the Said Property.

  • 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.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • Type of ownership (You must check one box) Individual Custodian for Tenants in Common Uniform Gifts to Minors Act of the State of: __________ Joint Tenants with rights of Survivorship Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.: Partnership (Limited Partnerships use “Corporation”) Trust Community Property Other (please explain)

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

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