Marketable Securities. “Marketable Securities” means securities meeting all of the following requirements (determined as of immediately prior to the closing of the Acquisition): (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition. Notwithstanding the foregoing provisions of this Section 2.6(d), securities held in escrow or subject to holdback to cover indemnification-related claims shall be deemed to be Marketable Securities if they would otherwise be Marketable Securities but for the fact that they are held in escrow or subject to holdback to cover indemnification-related claims.
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Marketable Securities. For purposes of this Agreement, the term “marketable securities” means those securities described in §1.1441-6 for which a U.S. TIN (or foreign TIN) is not required to obtain treaty benefits.
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Marketable Securities. (a) On or before the date hereof, Navistar Financial shall transfer or cause to be transferred to one or more of the Securities Accounts referred to below (i) all Marketable Securities (other than (x) repurchase agreements and (y) Marketable Securities as to which ownership or the existence of Trustee’s Security Interest is evidenced by entries on the books of a Securities Intermediary, custodian or other entity) owned by Navistar Financial on the date hereof, and (ii) all securities subject to, and all confirmations relating to, repurchase agreements constituting Marketable Securities owned by Navistar Financial on the date hereof. The Marketable Securities so transferred (other than repurchase agreements and confirmations) shall be in suitable form for transfer by delivery or shall be accompanied by duly executed and undated instruments of transfer or assignment in blank, in form and substance reasonably satisfactory to the Trustee.
(b) On and after the date hereof, all investments in Marketable Securities by Navistar Financial (except investments in Marketable Securities that are UCC Deposit Accounts or are covered by subsection (c) below) shall be made by and in the name of the Trustee at the written direction of Navistar through one or more accounts (each a “Securities Account” as defined in UCC Article 8-501) (i) established in the name of the Trustee, (ii) maintained with the Trustee or any agent thereof appointed for the purpose as provided in subsections (c) and (d) below and (iii) subject to a customary securities account control agreement among the applicable Securities Intermediary, Navistar Financial and the Trustee, in form and substance reasonably satisfactory to the Trustee and the Administrative Agent, establishing that such Securities Account is subject to the Trustee’s “control” as defined in UCC Article 8-106; provided that no such securities account control agreement shall be required for any Securities Account with a monthly average balance of less than $10,000,000; provided, further, that the requirements set forth in this clause (iii) shall not apply on or prior to the date that is 60 days after the date hereof (or such later date agreed to by the Administrative Agent in its reasonable discretion). Unless a Notice of Acceleration is in effect, the purchase, sale or presentation for payment of any such Marketable Securities and the receipt by Navistar Financial of the proceeds of the sale or collection thereof and any interest paid t...
Marketable Securities. Any securities held by the Company which are traded on an established market shall be valued according to the market price.
Marketable Securities. The Syndication Agent shall be reasonably satisfied that the Borrower's portfolio of marketable securities shall have remained substantially equivalent (other than changes resulting from changes in market value thereof) to that previously described in writing to the Syndication Agent prior to the Commitment Letter Date.
Marketable Securities. Any marketable securities of Seller;
Marketable Securities. Prior to the Closing, Seller and the Companies shall take all actions necessary to liquidate for cash all marketable securities owned or held by or on behalf of any the Companies.
Marketable Securities. To the extent requested by Parent, the Company shall, and shall cause the Company Group to, use reasonable best efforts to sell or dispose of any marketable securities, any similar securities and any investments in money market funds owned by the Company Group reasonably proximate to the Closing Date so as to permit the net proceeds of such sale to be used by or at the direction of the Buyer Parties as a potential partial source for the payments contemplated by this Agreement, including the payment of expenses in connection with the transactions contemplated by this Agreement.
