The holder of each valid CarMax Right would have a similar right under such circumstances to purchase $200 worth of CarMax Stock (or such other securities or assets) for $100 (the exercise price of a CarMax Right).
CarMax Auto means CarMax Auto Superstores, Inc., a Virginia corporation. “CarMax, Inc.” shall mean CarMax, Inc., a Virginia corporation.
CarMax means CarMax Business Services, LLC, a Delaware limited liability company.
CarMax Funding means CarMax Auto Funding LLC, a Delaware limited liability company.
Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.
Special declarant rights means rights reserved for the benefit of a declarant to:
Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.
Transferee Affidavit and Agreement As defined in Section 6.02(g)(i)(B).
Limited Liability Company Interests means the entire limited liability company membership interest at any time owned by any Pledgor in any limited liability company.
Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.
Foreign limited liability company means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company.
Transfer Affidavit and Agreement As defined in Section 5.02(d).
Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.
Qualified Assignee means (a) any Lender, any Affiliate of any Lender and, with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor, and (b) any commercial bank, savings and loan association or savings bank or any other entity which is an "accredited investor" (as defined in Regulation D under the Securities Act) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which has a rating of BBB or higher from S&P and a rating of Baa2 or higher from Xxxxx'x at the date that it becomes a Lender and which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that no Person determined by Agent to be acting in the capacity of a vulture fund or distressed debt purchaser shall be a Qualified Assignee and no Person or Affiliate of such Person (other than a Person that is already a Lender) holding Subordinated Debt or Stock issued by any Credit Party shall be a Qualified Assignee.
Transfer Agreement means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of this Agreement and substantially in the form attached hereto as Exhibit D.
Trademark Assignment Agreement has the meaning set forth in Section 2.01.
Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;
Form of Assignment and Transfer means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.