Maximum Ownership Interest Sample Clauses

Maximum Ownership Interest. If during any Settlement Period the Aggregate Ownership Interest at the end of such Settlement Period exceeds the Maximum Ownership Interest, the Seller shall immediately make a payment to the Collection Agent in an amount sufficient to reduce the Aggregate Ownership Interest to the Maximum Ownership Interest but not to exceed the portion of Collections paid to Seller during such Settlement Period. Any such payment will be used to reduce the Investment and shall be applied ratably to the Ownership Interests of the Purchasers according to their respective shares of the Investment.
Sample 1
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Maximum Ownership Interest. (a) If, on any day (after -------------------------- giving effect to Collections and the generation of new Receivables with respect to the Receivables Pool of any Division on such day), the Ownership Interest in such Receivables Pool would exceed the Maximum Ownership Interest (such Division referred to herein as the "Overextended Division"), the Purchaser shall be deemed to make an Incremental Purchase in the Receivables Pools of each of the other Divisions (each such Division, a "Selling Division") in, and the Investment in the Receivables Pool of the Overextended Division shall be deemed reduced by, the amount determined in accordance with the immediately succeeding sentence. Subject to subsection (b) below, the Incremental Purchase deemed to be made in the Receivables Pool of each Selling Division shall be in an amount equal to the product of (i) the amount sufficient to reduce the Ownership Interest in the Receivables Pool of the Overextended Division to the Maximum Ownership Interest and (ii) a fraction, the numerator of which is equal to the Investment with respect to such Selling Division and the denominator of which is equal to the sum of the Investment for each Selling Division; provided, that the -------- amount of such Incremental Purchase would not cause (and such amount shall be reduced so as not to cause) either: (1) the Investment with respect to such Selling Division to exceed the Purchase Limit with respect to such Selling Division, or (2) the Ownership Interest in the Receivables Pool of such Selling Division to exceed the Maximum Ownership Interest. (b) If the Incremental Purchase with respect to any Selling Division is reduced in accordance with the proviso contained in subsection (a) above, the amount of such reduction shall be applied as deemed Incremental Purchases in the Receivables Pools of the remaining Selling Divisions on a pro rata basis; provided, that the amount of such Incremental Purchases would not cause (and -------- such amount shall be so as not to cause) either: (1) the Investment with respect to any such Selling Division to exceed the Purchase Limit with respect to such Selling Division, or (2) the Ownership Interest in the Receivables Pool of any such Selling Division to exceed the Maximum Ownership Interest with respect to such Selling Division. Notwithstanding anything to the contrary contained herein, the Seller shall not be required to deliver any written notice with respect to the sale of an Ownership Interest...
Sample 1
Maximum Ownership Interest. If at any time the Ownership -------------------------- Interest exceeds the Maximum Ownership Interest, the Purchaser shall cease making Reinvestment Purchases and the Collection Agent shall remit to the Purchaser on a daily basis its Ownership Interest in all Collections (net of amounts distributed or to be distributed pursuant to Sections 7.2.2(a) and 7.2(b)(i)) as a reduction to its Investment until the Purchaser has received an amount sufficient to reduce the Ownership Interest to below the Maximum Ownership Interest. The Seller shall remit to the Purchaser in reduction of its Investment any payments made by the Purchaser to the Seller on account of Reinvestment Purchases to the extent the Ownership Interest exceeds the Maximum Ownership Interest at the time the Seller received any such Reinvestment Purchase payments.
Sample 1

Related to Maximum 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.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • 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.

  • Initial Beneficial Ownership Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Excess Distribution Certificate, the Depositor shall be the sole beneficial owner of the Trust.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Ownership Interest 25 Pass-Through Rate..............................................................................25

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Participating Interests Effective in the case of each Standby L/C and Commercial L/C (if applicable) as of the date of the opening thereof, the Issuing Lender agrees to allot and does allot, to itself and each other Revolving Credit Lender, and each such Lender severally and irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application (if applicable), an L/C Participating Interest in a percentage equal to such Lender’s Revolving Credit Commitment Percentage.

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