Dealer Group definition

Dealer Group means Dealer and each Person that will be a direct or indirect Subsidiary of Dealer immediately prior to the Distribution (but after giving effect to the Restructuring) and each Person that is or becomes a member of the Dealer Group after the Distribution, including any Person that is or was merged into Dealer or any such direct or indirect Subsidiary, and each other Person that would have been included in the Dealer Group in connection with the Restructuring but for the delayed transfers required by Section 2.3(b) of the Separation Agreement.

Dealer Group means a company operating multiple Retailers. “Fees” means the Set Up Fees and Monthly Fees set out in the Order Form.

Dealer Group means the Dealer and all other motor dealers forming part of the same group of companies as the Dealer and which are Authorised Repairer(s).

Examples of Dealer Group in a sentence

• 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.

• Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (A) the Share Amount would exceed the Post-Effective Limit, (B) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (C) such delivery would result in a violation of the Counterparty Stock Ownership Restriction.

• 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 so beneficially own in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction.

• Dealer agrees that Dealer Group shall use commercially reasonable efforts, in consultation with counsel as to legal and regulatory issues and in compliance with any related polices and procedures of Dealer, consistently applied, to hedge its exposure to the Transaction and to manage its other positions through the use of cash-settled swaps or other derivative instruments to the extent necessary to avoid the occurrence of an Excess Ownership Position.

• Adviser Name Name of Advisory Firm and/ or Dealer Group AFSL Number Adviser Number Address Suburb State Postcode Phone no.

More Definitions of Dealer Group

Dealer Group means Dealer and each business unit of its affiliates subject to aggregation with Dealer under Section 13 of the Exchange Act and rules promulgated thereunder.

Dealer Group means the following entities and such other entities as may be selected by Party A from time to time: JPMorgan Chase Bank, Citibank, N.A., Barclays Bank PLC, Xxxxxxx Xxxxx Capital Services, Inc., Deutsche Bank AG, The Royal Bank of Scotland plc, HSBC Bank USA, Sumitomo Mitsui Banking Corporation, Bank of Tokyo-Mitsubishi Limited, Westpac Bank Corp., Xxxxxxx Xxxxx & Co. and BNP Paribas. Notwithstanding the definition of Dealer Group, (i) for U.S. dollar and Canadian dollar information, the dealers that may be polled shall be JPMorgan Chase Bank, Citibank, N.A., Deutsche Bank AG, Xxxxxxx Xxxxx Capital Services, Inc., and Xxxxxxx Xxxxx & Co.; and (ii) for European currency information, the dealers that may be polled shall be those listed in clause (i) of this paragraph and, in addition, Barclays Bank PLC, Deutsche Bank AG, The Royal Bank of Scotland plc and BNP Paribas.

Dealer Group means Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any insurance or other law, rule, regulation or regulatory order applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Laws, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under the Applicable Laws, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

Dealer Group means the dealer group whose name and details appear on the front of this form and is also referred to as “You” or “Your”.

Dealer Group means collectively Dealer and each person subject to aggregation of Shares with Dealer for purposes of determining “beneficial ownership” under Section 13;

Dealer Group means collectively, Dealer, its subsidiaries and affiliates, and each of its and their respective directors, officers, managers, members, employees, contractors, representatives and agents.

Dealer Group means the following entities and such other entities as may be selected by Party A from time to time: JPMorgan Chase Bank, Citibank, N.A., Barclays Bank PLC, Merrill Lynch Capital Services, Inc., Deutsche Bank AG, The Royax Xxxx ox Xxxtland plc, HSBC Bank USA, Sumitomo Mitsui Banking Corporation, Bank of Tokyo-Mitsubishi Limited, Westpac Bank Corp., Goldman Sachs & Co. and BNP Paribas. Notwithstanding the definixxxx xx Xxxxxr Group, (i) for U.S. dollar and Canadian dollar information, the dealers that may be polled shall be JPMorgan Chase Bank, Citibank, N.A., Deutsche Bank AG, Merrill Lynch Capital Services, Inc., and Goldman Sachs & Co.; axx (xx) xxx Xuropean currency information, xxx xxaxxxx that may be polled shall be those listed in clause (i) of this paragraph and, in addition, Barclays Bank PLC, Deutsche Bank AG, The Royal Bank of Scotland plc and BNP Paribas.