Notice of Change in Beneficial Ownership Sample Clauses

Notice of Change in Beneficial Ownership. The Seller will promptly notify the Administrator and each Purchaser Agent of any change in the information provided in the Beneficial Ownership Certification for any of the Seller, the Servicer, the Performance Guarantor or any Originator that would result in a change to the list of beneficial owners identified therein.
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Notice of Change in Beneficial Ownership. The Performance Guarantor will promptly notify the Administrator and each Purchaser Agent of any change in the information provided in the Beneficial Ownership Certification for any of the Seller, the Servicer, the Performance Guarantor or any Originator that would result in a change to the list of beneficial owners identified therein. Each of the following shall be a “Termination Event”: (i) except as otherwise provided herein, the Seller, any Originator or the Servicer shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document and such failure shall continue for 30 days after knowledge or written notice thereof is delivered to the Seller, such Originator or the Servicer, as applicable by the Administrator; (ii) the Seller or the Servicer shall fail to make when due any payment or deposit required to be made by it under this Agreement and such failure shall continue unremedied for two (2) Business Days; or (iii) TXU shall resign as Servicer, and no successor Servicer reasonably satisfactory to the Administrator shall have been appointed; (b) the Seller shall fail to comply with the requirements of Section 4.3 and such failure shall continue for two (2) Business Days; (c) [Reserved]; (d) any representation or warranty made or deemed made by the Seller, any Originator, the Performance Guarantor or the Servicer (or any of their respective officers) in this Agreement or any other Transaction Document to which it is a party, or any information or report delivered by the Seller, any Originator, the Performance Guarantor or the Servicer pursuant to this Agreement or any other Transaction Document to which it is a party shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered, and shall remain incorrect or untrue for 30 days after written notice thereof is delivered to the Seller, the Performance Guarantor or the Servicer, as applicable by the Administrator; (e) the Servicer shall fail to deliver when due any Information Package required to be delivered by it pursuant to this Agreement, and such failure shall remain unremedied for five (5) Business Days; (f) the Administrator, for the benefit of each Purchaser Group, shall for any reason not have a First Priority Interest in the Pool Receivables, the Related Security, the Collections and the Collection Accounts and the Concentration Account; (g) the Seller, any Originator, the Performance Guarantor or th...
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Notice of Change in Beneficial Ownership. The Servicer will promptly notify the Administrative Agent and each Managing Agent of any change in the information provided in the Beneficial Ownership Certification for any of the Borrowers, the Servicer, the Performance Guarantor or any Originator that would result in a change to the list of beneficial owners identified therein.
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Notice of Change in Beneficial Ownership. The Investors agree to give prompt notice to the Company if they cease to beneficially own 5% or more of the outstanding shares of Common Stock.
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Notice of Change in Beneficial Ownership. The Performance Guarantor will promptly notify the Administrative Agent and each Managing Agent of any change in the information provided in the Beneficial Ownership Certification for any of the Borrowers, the Servicer, the Performance Guarantor or any Originator that would result in a change to the list of beneficial owners identified therein.
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Notice of Change in Beneficial Ownership. Promptly notify the Buyer of any change in the information provided in the Beneficial Ownership Certification for such Seller Party that would result in a change to the list of beneficial owners identified therein.
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Notice of Change in Beneficial Ownership. The Servicer will promptly notify the Administrator and each Purchaser Agent of any change in the information provided in the Beneficial Ownership Certification for any of the Seller, the Servicer, the Performance Guarantor or any Originator that would result in a change to the list of beneficial owners identified therein.(o) Collection Account of Dynegy Energy Services, LLC. On or before the Collection Account Grace Period End Date, the Seller shall (i) designate one or more Collection Accounts to receive Collections on Receivables originated by Dynegy Energy Services, LLC, which Collection Accounts may be (1) existing Collection Accounts already in use by the Seller, (2) newly established Collection Accounts or (3) the Dynegy Account, which has been transferred to the Seller, (ii) in the case of items (2) and (3) above, cause such Collection Accounts to become subject to a Lock-Box Agreement and (iii) cause substantially all Collections on the Receivables originated by Dynegy Energy Services, LLC to be paid into such Collection Accounts by the relevant Obligors thereon. Once such Collection Accounts are Table of Contents established and Lock-Box Agreements are obtained, the Administrator and the Seller may prepare a modified Schedule II to this Agreement which, once accepted by the Administrator, shall amend the existing Schedule II hereto.
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Related to Notice of Change in Beneficial Ownership

  • 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.

  • Certificate of Beneficial Ownership The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where: A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares. Where any Person is deemed to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person.

  • Beneficial Ownership of Shares; Certificate Registration The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

  • Disclosure of Beneficial Ownership (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer at its head office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

  • Beneficial Ownership The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon not less than 65 days prior written notification to 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.

  • Beneficial Ownership Certification The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • 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.

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