Required Sales. In the event that the Collateral Manager and the Issuer receive an Opinion of Counsel of national reputation experienced in such matters that the Issuer’s ownership of any specific “Asset” would cause the Issuer to be unable to comply with the loan securitization exclusion from the definition of “covered fund” under the Vxxxxxx Rule, then the Collateral Manager, on behalf of the Issuer, will be required to take commercially reasonable efforts to sell such “Asset” and will not purchase or otherwise receive any additional “Asset” of the type identified in such Opinion of Counsel.
Required Sales. In the event that the Collateral Manager and the Issuer receive an Opinion of Counsel of national reputation experienced in such matters from or on behalf of a Holder that the Issuer’s ownership of any specific “Asset” would cause the Issuer to be unable to comply with the LSE, then the Collateral Manager, on behalf of the Issuer, will be required to take commercially reasonable efforts to sell such “Asset” unless (i) on or after the Permitted Securities Date, such “Asset” is a Permitted Non-Loan Asset or (ii) the Collateral Manager determines (in good faith and based upon public guidance and/or statements by the applicable federal regulatory authorities and with advice of counsel of national reputation experienced in such matters) that the Issuer’s ownership of such “Asset” would not cause the Issuer to be unable to comply with the LSE.
Required Sales. If (i) one or more Stockholders wish to sell, in a single transaction or series of related transactions, all of their respective shares of Common Stock to any person other than another Stockholder or the respective Affiliates of such Stockholders, (ii) the number of shares proposed to be sold by such Stockholder or Stockholders represents more than 33.3% of the total number of shares of Common Stock then outstanding (determined on a fully
Required Sales. If, notwithstanding the foregoing, (i) an event is -------------- reasonably likely to occur with respect to any Holder (e.g., the acquisition of such Holder by a U.S. person) that could reasonably be expected to cause (A) one - or more of the representations of the Company contained in Section 8.3(c) or (e) to become untrue (as if made immediately after giving effect to such event) or (B) the Company to become a Controlled Foreign Affiliate (prior to the second - anniversary of the date hereof), such Holder shall (if requested by a U.S. Majority in the case of clause (A) or if requested by holders of a majority of the Class B Shares held by New Investors who are Canadian residents (as that term is interpreted for Canadian income tax purposes) (a "Canadian Majority") in the case of clause (B)) use its best efforts to dispose of its interest in the Company prior to such event in a manner that will allow the representations of the Company in Section 8.3(c) and (e) to be true (as if made immediately after giving effect to such event) or allow the Company not to be a Controlled Foreign Affiliate (prior to the second anniversary of the date hereof), as applicable, whether or not such event occurs, and (ii) an event occurs with respect to any Holder that causes (A) one or more of the representations of the Company contained in Section 8.3(c) or (e) to become untrue (as if made immediately after giving effect to such event) or (B) the Company to become a Controlled Foreign Affiliate (prior to the second anniversary of the date hereof), such Holder shall (if requested by a U.S. Majority in the case of clause (A) or if requested by a Canadian Majority in the case of clause (B)) use its best efforts promptly (and, in any event, within 30 days or such shorter period as is required to prevent an amount from being includable in income by any person under section 951(a) of the Code) to dispose of its interest in the Company in a manner that will allow the representations of the Company made in Section 8.3(c) and (e) to become true (as if then made) or allow the Company not to be a Controlled Foreign Affiliate (prior to the second anniversary of the date hereof), as applicable.
Required Sales. During the initial 360-day term and each renewal thereof, Union Bank and Trust shall sell to NEBHELP, INC. (or its assignee) Student Loans with an aggregate principal balance of $37.5 million per term and with characteristics and under the terms as set forth in Section 3 of that certain Guaranteed Purchase Agreement between Union Bank and Trust and NEBHELP, INC. dated as of September 27,1996 (the "NEBHELP Takeout"). The purchase price ("Purchase Price") for such required sales shall be at a premium of 1.5% (101.5% of the outstanding principal balance) together with interest accrued through the date of closing of the Student Loans, or as may otherwise be mutually agreed upon by the parties hereto. Such required sale shall not be in addition to Union Bank and Trust's obligations under the NEBHELP Takeout. In addition, if Union Bank and Trust wishes to sell any Student Loans or any interest therein to any third party, excluding a transfer to the Trusts commonly referred to as the "Short Term Federal Investment Trust," and excluding sales that Union Bank and Trust may otherwise previously be committed to make to NELnet, or under the NEBHELP Takeout, then Union Bank and Trust shall give notice to NELnet of its intent to sell identified portfolio(s) of Student Loans, thereby offering any such Student Loans for sale first to NELnet at the Purchase Price, and NELnet is hereby granted the option in its sole discretion to purchase, by and through its eligible lender trustee or designee, all or any portion of Student Loans so offered on a date as may be mutually agreed upon by the parties. All origination fees in connection with purchased Student Loans shall be the obligation of Union Bank and Trust. NELnet may exercise such option by giving notice to Union Bank and Trust of its intent to do so within seven (7) business days of receipt by NELnet of Union Bank and Trust's notice of intent to sell. If NELnet fails to exercise its option within a timely manner, then Union Bank and Trust shall be entitled to sell such Student Loans, after notice to NELnet and subject to NELnet's right of first refusal on any sale to a third party, in connection with which NELnet shall have three business days (after receipt of notice from Union Bank and Trust setting forth the proposed terms of sale) in which to match, at its option, the terms of sale to any such proposed third party purchaser; if NELnet does not match such terms, then Union Bank and Trust may transfer such Student Loans...
Required Sales
