Sale Transactions. You may use your Visa debit card to purchase goods and services from merchants that participate in certain EFT networks and have agreed to accept your Card as a means of payment. Purchases made with your Card are referred to as point-of-sale ("POS") transactions, and will be charged against your Checking Account. POS withdrawals may, at the Bank’s discretion, be authorized even when the available balance is not sufficient.
Sale Transactions. If a Transaction is sent to FORTE as a sale of goods or services, it will automatically be captured for settlement in time for the next designated cut-off time.
Sale Transactions. Any merger or consolidation of the Company, the sale of all or substantially all of the assets of the Company or the sale of assets or transfer to a third party by sale of assets, merger or otherwise by the Company or any of its Subsidiaries (in one transaction or a series of related transactions) of any Subsidiary of the Company or the assets or business of the Company or a Subsidiary thereof which involves more than $150 million (or such other amount, established by resolution of the Board of Directors (approved by Supermajority Approval) from time to time), of the total assets of the Company and its Subsidiaries taken as a whole, including a sale of the Company effected by means of a sale of Common Stock, but excluding, however, dispositions of assets in the ordinary course of business (including, but not limited to, oil and gas production).
Sale Transactions. You may use the Card to purchase goods and services only at authorized Merchants located at or near the Shopping Center. For information about the Shopping Center and Merchants, please visit the Shopping Center information desk, the Shopping Center website, which may be identified on the back of the Card, or call 0.000.000.0000.
Sale Transactions. After successfully completing the Identification Verification process, you may sell supported Digital Currency in exchange for supported FIAT currencies. All externally received Digital Currency will be subject to a verification process, which may take up to 3 business days. Post verification, such Digital Currency will be available for conversion. Should you choose to convert your Digital Currency to one of the supported FIAT currencies, the conversion price less any and all associated fees will be deposited in your Currency Account and ready for withdrawal within 48 hours. You authorize Xxxxxx.xxx to send funds to your selected and pre-verified account. An applicable Conversion Fee (defined below) applies to all transactions. Your external receipt of funds will depend on the payment type and may take up to three or more business days.
Sale Transactions. Any sale of all or substantially all of the Voting Units in a transaction or series of related transactions, including without limitation pursuant to a Tender Offer, shall be deemed to be a liquidation of the Company, and any amounts to be received by Members of Assignees upon the consummation of any such transaction shall be distributed, as realized, in accordance with Section 15.4(a) hereof.
Sale Transactions. I will have no liability for unauthorized transfers on a lost or stolen Visa check card. I will have no liability for unauthorized transfers not involving a lost or stolen Visa check card if I provide proper notification of the unauthorized transfer, that is, within sixty (60) days of your having sent a statement showing the unauthorized transfers. You may require me to provide a written statement regarding claims of unauthorized transactions. These exceptions do not apply to Visa check card transactions at an ATM. These limitations may be exceeded to the limit allowed by federal or state law if the Credit Union determines that I was grossly negligent or fraudulent in handling my account or card. If a good reason (such as a long trip or a hospital stay) kept me from telling you, you will extend the time period.
Sale Transactions. (a) The Company shall use reasonable best efforts to divest the businesses, equity interests or assets, as applicable, which are the subject of either of the Sale Transactions (as defined in the Merger Agreement) (the “Divestiture Businesses”) to a third party purchaser as promptly as practicable, but, unless extended by mutual agreement of the Parties (as defined in the Merger Agreement), in no event later than December 31, 2023 (such date, as extended, the “End Date” and the sale of the Divestiture Businesses, the “Divestitures”). The Company shall pay over or distribute to US Holding as promptly as reasonably practicable following either of such Divestitures any amounts (which shall be net of any taxes actually paid or payable by the Company on such amounts or holdback, including with respect to any reserve for indemnification required to be reflected on the balance sheet of the Company in accordance with its historical accounting principles, with respect to the applicable Divestiture (an “Indemnification Reserve”)) paid by the applicable third party purchaser(s) to the Company in respect of the applicable Divestiture, including purchase price proceeds and any termination or similar transaction fees payable to the Company (the “Distributions”), and the Company shall pay to US Holding or its Affiliates any amounts due in respect of any such tax liability pursuant to the Tax Allocation Agreement, dated as of November 16, 2020, between the Company and US Holding (the “Tax Allocation Agreement”); provided that if after the Distribution a taxing authority successfully asserts that the tax owed by the Company with respect to any of the Divestitures exceeds the amount of taxes netted against the Distributions and retained by the Company pursuant to the preceding clause (the amount of such excess, the “Additional Tax”), then (i) if US Holding pays the Additional Tax to the relevant tax authority, any amounts owed to US Holding by the Company pursuant to the Tax Allocation Agreement in respect of such Additional Tax shall be deemed offset by an equal amount of the Distribution that, in light of the Additional Tax, should not have been distributed to US Holding, and any such payment obligation of the Company shall be deemed satisfied, and (ii) if the Company pays the Additional Tax to the relevant tax authority, US Holding shall reimburse the Company for the amount of such Additional Tax; provided further that, if applicable, upon (A) the expiration of any period...
Sale Transactions. Effect any Sale Transaction unless (i) the proceeds payable to the Members in connection with such Sale Transaction are allocated in accordance with Section 3.2, (ii) the Sale Transaction, if effected as a sale of Units, is effected in a manner such that the outstanding securities of each Applicable Blocker Entity are sold in lieu of the Series A Preferred Units held by the affiliated Blocker Investor and for the same overall price on a per Unit basis as the other Series A Preferred Units are sold in such Sale Transaction and (iii) the amount payable in respect of each Series A Preferred Unit at the closing of such Sale Transaction would exceed $2.0037 (subject to equitable adjustment in the event of any unit or stock splits, dividends, reverse splits, recapitalizations or other similar events) (such amount, the “Minimum Amount Per Unit”), which Minimum Amount Per Unit is payable in full at the closing of such transaction in cash or in Tradable Securities that are traded on or through the facilities of the New York Stock Exchange or The Nasdaq Global Market; and further provided, that (1) the Series A Preferred Holders shall not be subject to escrow, indemnity and other similar provisions in connection with the Sale Transaction more restrictive on a proportional or absolute basis than those to which the other Members shall be subject to in connection with the Sale Transaction, (2) the Minimum Amount Per Unit shall be payable at the closing of such Sale Transaction free and clear of any escrow, indemnity, claw-back or similar forfeiture provisions and (3) the escrow shall be the sole source of indemnification against the Series A Preferred Holders. Notwithstanding the foregoing, the Company shall not require the prior written consent of the Requisite Series A Preferred Holders to effect a Sale Transaction that is otherwise permitted by this Section 5.3(i) if the liability of the Series A Preferred Holders for indemnification claims beyond such escrow is limited to (i) several but not joint liability on a pro rata basis with the other Members for breach by the Company of customary representations relating to the Company’s organization and power, authorization and capitalization, (ii) several but not joint liability for breach by a Series A Preferred Holder of customary representations relating to such Series A Preferred Holder’s organization and power, authorization, and ownership of equity securities, (iii) several but not joint liability for breach by a Se...
Sale Transactions. A Sale Transaction shall be deemed to be a Liquidation pursuant to this Section 4, and the shares of Series F Preferred Stock shall automatically convert into the consideration specified in Section 7(b) hereof.
