Additional Ownership Interests Sample Clauses
The "Additional Ownership Interests" clause defines how parties may acquire or recognize new or increased ownership stakes in a business or asset beyond their original share. This clause typically outlines the procedures for issuing new shares, admitting new owners, or adjusting existing ownership percentages, and may specify conditions such as approval requirements or purchase terms. Its core function is to provide a clear framework for managing changes in ownership, thereby preventing disputes and ensuring all parties understand how additional interests can be created or allocated.
Additional Ownership Interests. (1) Subject to Section 2.6(2), the Invested Amount of the Series 2019-1 Ownership Interest may be increased upon the purchase by the Series 2019-1 Co-Owner and Transfer by the Seller or the Co-Owners of other Series of one or more Additional Ownership Interests in order to facilitate the reduction or substitution of the Enhancement Amount as provided in Section 4.2; provided that any amendment to this Agreement to give effect to such increase must not modify the Principal Terms of the Series 2019-1 Ownership Interest.
(2) Each Transfer of Additional Ownership Interests in relation to the Series 2019- 1 Ownership Interest will be subject to satisfaction of the following conditions:
(a) the Rating Agency Condition;
(b) the Seller shall have delivered to the Series 2019-1 Co-Owner, the Custodian and any Entitled Party one or more Officer’s Certificates stating that the Seller believe that such Transfer shall not result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of distributions to be made in respect of Ownership Interests of any Series or Class;
(c) the then existing ratio of the aggregate outstanding principal balances of each Class of Series 2019-1 Notes to each more junior ranking Class of Series 2019-1 Notes shall be maintained or decreased; and
(d) if the Transfer is being made concurrently with, or as part of a series of transactions in furtherance of, a reduction in the Enhancement Amount pursuant to Section 4.2, the conditions relating to such reduction pursuant to Section 4.2 shall have been satisfied.
(3) Upon the Transfer of an Additional Ownership Interest in relation to the Series 2019-1 Ownership Interest, the Unadjusted Invested Amount of the Series 2019-1 Ownership Interest will be increased by the stated dollar amount of the Additional Ownership Interest.
(4) The purchase price paid in respect of an Additional Ownership Interest shall be paid to the Seller in such proportions as shall be specified in a written direction of the Seller to the Series 2019-1 Co-Owner.
Additional Ownership Interests. 1. Subject to Section 2.6(2) and to Section 3.3 of the Pooling and Servicing Agreement, the Unadjusted Invested Amount of the Series 2023-1 Ownership Interest may be increased upon the purchase by the Series 2023-1 Co-Owner and Transfer by the Seller or the Co-Owners of other Series of one or more Additional Ownership Interests, provided that any amendment to this Agreement to give effect to such increase must not modify the Principal Terms of the Series 2023-1 Ownership Interest.
2. Transfers of Additional Ownership Interests in relation to the Series 2023-1 Ownership Interest will be subject to satisfaction of the following conditions:
a) the Rating Agency Condition; and
b) the Seller shall have delivered to the Series 2023-1 Co-Owner, the Custodian and any Entitled Party one or more Officer’s Certificates stating that the Seller believes that such Transfer shall not result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of deposits or remittances to be made in respect of Ownership Interests of any Series or Class.
3. Upon the Transfer of an Additional Ownership Interest in relation to the Series 2023-1 Ownership Interest, the Unadjusted Invested Amount of the Series 2023-1 Ownership Interest will be increased by the stated dollar amount of the Additional Ownership Interest.
Additional Ownership Interests. 4.5.1 The Managing Member shall have the right to cause the Company to create and/or issue Equity Securities of the Company (including other classes, groups or series thereof having such relative rights, powers, and/or obligations as may from time to time be established by the Managing Member, including rights, powers, and/or obligations different from, senior to or more favorable than existing classes, groups and series of Equity Securities of the Company), in which event the Managing Member shall have the power to amend this Agreement to reflect such additional issuances and to make any such other amendments as the Managing Member reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to reflect such additional issuances (including amending this Agreement to increase the authorized number of Equity Securities of any class, group or series, to create and authorize a new class, group or series of Equity Securities and to add the terms of such new class, group or series of Equity Securities including economic and governance rights which may be different from, senior to or more favorable than the other existing Equity Securities), in each case without the Consent of any Member. In connection with any issuance of Equity Securities of the Company pursuant to this Section 4.5.1, each Person who acquires such Equity Securities shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof. Each Person who acquires Equity Securities of the Company may be required in exchange for such Equity Securities to make a Capital Contribution to the Company in an amount to be determined by the Managing Member.
4.5.2 The Company may issue preferred Ownership Interests, which may have such designations, preferences, and relative, optional or other special rights as shall be fixed by the Managing Member and, notwithstanding any provision to the contrary contained herein, the Managing Member may, without the Consent of any Member, make such amendments to this Agreement as are necessary or appropriate to effect the terms and conditions of any such issuance.
4.5.3 Each Person who subscribes for an additional Ownership Interest and satisfies the conditions established by the Managing Member shall be admitted to the Company as a Member in respect of said Ownership Interest, effective upon the execution by such Person of a counterpart of this Agreement, without the Consent of the Members.
4.5.4 In the event that following the Effective Tim...
Additional Ownership Interests. In the event that, during the term of this Agreement:
(a) any stock dividend, stock split, reclassification, readjustment, or other change is declared or made in the capital structure of any Subsidiary of the Pledgor, or any new ownership interests are issued by such Subsidiary of the Pledgor, or any new Subsidiary of the Pledgor is formed or acquired, all new, substituted, and additional ownership interests shall be issued to the Pledgor and shall be promptly delivered to the Administrative Agent, together with undated stock powers endorsed in blank by the Pledgor with respect to Certificated Ownership Interests, and shall thereupon constitute Ownership Interests to be held by the Administrative Agent under the terms of this Agreement; and
(b) any subscriptions, warrants or any other rights or options shall be issued in connection with the Ownership Interests consisting of shares of Capital Stock, all new stock or other securities acquired through such subscriptions, warrants, rights or options by the Pledgor shall be promptly delivered to the Administrative Agent, together with undated stock powers endorsed in blank, and shall thereupon constitute Ownership Interests to be held by the Administrative Agent under the terms of this Agreement.
Additional Ownership Interests. (1) Subject to Section 2.6(2) and without limiting Section 3.3 of the Pooling and Servicing Agreement, the Invested Amount of the Series 2024-1 Ownership Interest may be increased upon the purchase by the Series 2024-1 Co-Owner and Transfer by the Seller or the Co-Owners of other Series of one or more Additional Ownership Interests in order to, facilitate the reduction or substitution of the Enhancement Amount as provided in Section 4.2; provided that any amendment to this Agreement to give effect to such increase must not modify the Principal Terms of the Series 2024-1
Additional Ownership Interests. The Managing Member shall have the right to cause the Company to create and/or issue additional Units or Equity Securities of the Company (including other classes, groups or series thereof having such relative rights, powers, and/or obligations as may from time to time be established by the Managing Member, including rights, powers, and/or obligations different from, senior to or more favorable than existing classes, groups and series of Units or Equity Securities of the Company), in which event the Managing Member shall have the power to amend this Agreement to reflect such additional issuances and to make any such other amendments as the Managing Member reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to reflect such additional issuances (including amending this Agreement to increase the authorized number of Units or Equity Securities of any class, group or series, to create and authorize a new class, group or series of Units or Equity Securities and to add the terms of such new class, group or series of Units or Equity Securities including economic and governance rights which may be different from, senior to or more favorable than the other existing Units or Equity Securities), in each case without the Consent of any Member. In connection with any issuance of any Units or Equity Securities of the Company pursuant to this Section 4.7.1, each Person who acquires such additional Units or Equity Securities of the Company (a) shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof, and (b) may be required in exchange for such additional Units or Equity Securities of the Company to make a Capital Contribution to the Company in an amount to be determined by the Managing Member.
Additional Ownership Interests. 14 4.6 Advances ........................................................................................................................... 15 4.7 No Resignation or Withdrawal; No Interest ..................................................................... 15 4.8 Nature of Ownership Interest; No Partition ...................................................................... 15 4.9 Warrants ............................................................................................................................ 15 4.10 Authorization and Issuance of Additional Class A Units ................................................. 16 4.11 Repurchase or Redemption of Shares of Class A Common Stock ................................... 16 4.12
Additional Ownership Interests. Issue any additional Ownership Interests in a manner that would cause a Change of Control to occur.
Additional Ownership Interests. In the event that, during the term of this Agreement:
(a) any stock dividend, stock split, reclassification, readjustment, or other change is declared or made in the capital structure of any Subsidiary, or any new ownership interest are issued by such Subsidiary, or any new Subsidiary of the Pledgor which is a Borrower under the Loan Agreement is formed or acquired, all new, substituted, and additional ownership interests shall be issued to the Pledgor and, if a “certificated security” (as defined in Section 8- 102 of the UCC as in effect in the State of New York), shall be promptly delivered to the Administrative Agent, together with undated stock powers endorsed in blank by the Pledgor with respect to any such Certificated Ownership Interests, and shall thereupon constitute Ownership Interests to be held by the Administrative Agent under the terms of this Agreement; and
(b) any subscriptions, warrants or any other rights or options shall be issued in connection with the Ownership Interests consisting of shares of Capital Stock, all new stock or other securities acquired through such subscriptions, warrants, rights or options by the Pledgor shall, if a “certificated security” (as defined in Section 8-102 of the UCC as in effect in the State of New York), be promptly delivered to the Administrative Agent, together with undated stock powers endorsed in blank, and shall thereupon constitute Ownership Interests to be held by the Administrative Agent under the terms of this Agreement.
Additional Ownership Interests. Each Pledgor shall receive any ------------------------------ additional ownership or equity interests, earned, issued or delivered as a result of ownership of the Pledge Interests in trust for Lender and shall deliver the same together with stock powers executed in blank (if applicable) immediately to Lender upon receipt. Such additional ownership or equity interests shall become part of the Pledged Interests hereunder upon issuance.