Deemed Sale definition

Deemed Sale has the meaning indicated in subparagraph 3(D).

Deemed Sale means any of the following:

Deemed Sale has the meaning given such term in Section 3.1(b).

Examples of Deemed Sale in a sentence

• In the event that the Deemed Sale Proceeds plus all other amounts, if any, due to State Street hereunder on the date of the Event of Default is in excess of the Collateral Value of the Securities Loan Collateral on the date of the Event of Default plus all other amounts, if any, due to the Borrower hereunder on the date of the Event of Default, the Borrower shall be liable to State Street for the amount of any excess.

• For the avoidance of doubt, no Performance Vesting Shares shall be forfeited on or in connection with a Measurement Date that is not a Deemed Sale or a Change in Control.

• All Performance Vesting Shares shall vest on such Deemed Sale to the extent the performance conditions are satisfied and all Performance Vesting Shares that do not vest on such Deemed Sale shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such Deemed Sale.

• If the excess distribution is greater than zero, also complete line 16 of Part V.F Election To Recognize Gain on Deemed Sale of PFIC.

• D Late Deemed Sale Election With Respect to a Section 1297(e) PFIC.

More Definitions of Deemed Sale

Deemed Sale means the sale or transfer for value of the Sponsor Securities from Sponsor to one or more funds or entities affiliated with Sponsor following the IPO Closing for purposes of liquidity (e.g., sales to a “continuation fund”). For the avoidance of doubt, a sale or transfer of the Sponsor Securities from Sponsor to one or more funds or entities affiliated with Sponsor following the IPO Closing for the purposes of rebalancing investments among Sponsor and its affiliates, consolidation with other operating companies (e.g., common-control mergers), any transfer to an alternative investment vehicle and other similar purposes and/or any transfer not involving a disposition for value shall not constitute a Deemed Sale hereunder.

Deemed Sale means an election by the Employer, which must be communicated to the Co-Managers within 48 hours following a proposal by the Co-Managers with respect to a sale of Sargon Securities, to have such Securities deemed “sold” to the Employer at a price equal to either (at the option of the Employer) (i) the closing market price of such Securities on the date of the proposal (the “Proposal Date”) or (ii) the 30-day VWAP, as calculated by Employer in a manner consistent with practices utilized by the Existing Funds, of such Securities for the 30-day period beginning two (2) days following the Proposal Date. In the event of a Deemed Sale, (i) such Securities will be deemed removed from either the Old Sargon Portfolio or the New Sargon Portfolio, as applicable, on the date of the Deemed Sale (i.e., either the date of the proposal or the final day of the 30-day VWAP period) and (ii) from and after such date, the Employer shall make available to the Old Sargon Portfolio or the New Sargon Portfolio, as applicable, an amount in cash or cash equivalents equal to the deemed “purchase price” of such Securities (it being understood and agreed that the foregoing provision is a mere notional calculation and that no actual “sale” for tax or other purposes shall be deemed to have occurred as a result of such calculation).

Deemed Sale means any of the following: (i) A New Vehicle Floorplan Dealership disposes of a New Vehicle by trade with another dealer or other disposition, other than a sale in the ordinary course of such New Vehicle Floorplan Dealership’s business, regardless of whether any payment is due to be made by or to such New Vehicle Floorplan Dealership in respect of such trade or other disposition.

Deemed Sale as of any date, means the deemed sale following a Qualified Public Offering by Charlesbank Equity Fund IV, Limited Partnership of its shares in the Company at the Fair Market Value in effect on such date.

Deemed Sale. Any sale of the CBO-2 Collateral, the Combined Collateral or the CBO REIT Stock Collateral, as applicable, to the Repo Purchaser, any entity which is a Beneficial Purchaser at the time of such sale, the Indenture Trustees (except to the extent either or both of the Indenture Trustees elect not to participate in the Deemed Sale of the CBO-2 Collateral pursuant to Article VII, Section (b)(ii)(A) of the Intercreditor Agreement) or any of their respective affiliates, as acquirors thereof, by and through a Deemed Sale Entity.

Deemed Sale shall have the meaning set forth in Section 7.2.

Deemed Sale means a sale made to an Affiliate or paid “in-kind” or by credit, barter or similar non-cash consideration. All Deemed Sales shall be made in good faith with reasonable commercial terms on arm’s length terms.