在质权人行使其质押权利时，质权人可以向出质人发出书面通知。 Sample Clauses

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在质权人行使其质押权利时，质权人可以向出质人发出书面通知。. The Pledgee may issue a written notice to the Pledgor when exercising the Pledge.

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Related to 在质权人行使其质押权利时，质权人可以向出质人发出书面通知。

• of the Act The Company will comply with the Act, the Rules and Regulations and the Securities Exchange Act of 1934 and the rules and regulations thereunder in connection with the offering and issuance of the Units.

• Sale of Placement Shares by the Agent Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “

• No Effective Registration Notwithstanding anything to the contrary herein, no amount payable hereunder may be converted into Common Stock unless (a) either (i) an effective current Registration Statement (as defined in the Registration Rights Agreement) covering the shares of Common Stock to be issued in satisfaction of such obligations exists, or (ii) an exemption from registration of the Common Stock is available pursuant to Rule 144 of the Securities Act, and (b) no Event of Default hereunder exists and is continuing, unless such Event of Default is cured within any applicable cure period or is otherwise waived in writing by the Holder in whole or in part at the Holder's option.

• Sale of Placement Shares by Cowen Subject to the terms and conditions herein set forth, upon the Company’s delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Cowen, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Cowen will provide written confirmation to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted average price of the Placement Shares sold, and the Net Proceeds (as defined below) payable to the Company. In the event the Company engages Cowen for a sale of Placement Shares that would constitute a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act (a “Block Sale”), the Company will provide Cowen, at Xxxxx’x request and upon reasonable advance notice to the Company, on or prior to the Settlement Date (as defined below), the opinions of counsel, accountant’s letter and officers’ certificates set forth in Section 8 hereof, each dated the Settlement Date, and such other documents and information as Cowen shall reasonably request. Cowen may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made through Nasdaq or on any other existing trading market for the Common Stock. Cowen shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that Cowen will be successful in selling Placement Shares, and (ii) Cowen will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Cowen to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Placement Shares pursuant to this Agreement and, by notice to Cowen given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Placement Shares, and Cowen shall not be obligated to offer or sell any Placement Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) at any time from and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an “Earnings Announcement”) through and including the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

• of the Agreement Section 11(c)(i) of the Agreement is hereby amended and restated to read in its entirety as follows:

• Registration on Request (a) Except as provided in subsection (b) of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

• Registration of Notes The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

• Where the Academy Trust acquires assets for a nil consideration or at an under value it shall be treated for the purpose of this Agreement as having incurred expenditure equal to the market value of those assets at the time that they were acquired. This provision shall not apply to assets transferred to the Academy Trust at nil or nominal consideration and which were previously used for the purposes of an Academy and/or were transferred from an LA, the value of which assets shall be disregarded.

• Introductory Toyota Leasing, Inc., a California corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[______] aggregate principal amount of [___]% Asset Backed Notes, Class B (the “Class B Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) of the Toyota Auto Lease Trust 20[__]-[__] (the “Trust”). Pursuant to the terms hereof, the Seller agrees to sell to each of the several underwriters named in Schedule I hereto (the “Underwriters”) a portion of each of the [describe the classes of underwritten notes] (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act as representatives for the Underwriters, and in such capacities shall herein be the “Representatives”. The assets of the Trust will include, among other things, a special unit of beneficial interest issued by the Toyota Lease Trust (the “Titling Trust”) which entitles the holder thereof to lease payments generated by a portfolio of retail lease contracts owned by the Titling Trust and the proceeds from the sale of the motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contracts, and certain monies received thereunder after the close of business on [_____] (the “Cutoff Date”). The Notes will be issued pursuant to the Indenture to be dated as of [_____] (the “Indenture”), between the Trust and [_____] (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of [_____], [among]/[between] the Seller [and] [______], a [____], as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of [_____] among the Trust, the Indenture Trustee and the Administrator. The Titling Trust was created to take assignments and conveyances of, and to hold in trust, various leases, vehicles and certain related assets (collectively, the “Trust Assets”). The Titling Trust was formed and is governed by an amended and restated titling trust and servicing agreement, dated as of October 1, 1996, as amended or supplemented from time to time (the “Titling Trust Agreement”), among TMCC (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust Agent”). Pursuant to a supplement of the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Titling Trust Agreement, the Titling Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known as the “[____]-[_] SUBI.” The Titling Trustee will allocate a portfolio consisting of lease agreements (the “[____]-[_] Leases”) and the related specified vehicles (the “[____]-[_] Vehicles”) and certain other related assets to the [____]-[_] SUBI (collectively, the “SUBI Assets”). The SUBI Assets will be serviced by TMCC (in such capacity, the “Servicer”) pursuant to a [____]-[_] SUBI servicing supplement to the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Servicing Agreement”), in each case among the Titling Trustee, the Servicer and the Trust Agent. In connection with the creation of the [____]-[_] SUBI, the Titling Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Seller and the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Seller. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”), between the Seller and the Trust, the Seller will sell the SUBI Certificate to the Trust.

• Effectiveness of the Agreement This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party.