Incremental Transfers Sample Clauses

Incremental Transfers. Subject to Section 2.1, the Transferor shall, by notice to each Group Agent given by telecopy, offer to convey, transfer and assign to the Funding Agent, for the benefit of the Transferees, undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") at least three (3) Business Days prior to the proposed date of any Incremental Transfer. Each such notice shall specify (i) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit and each Transferee Group's Share of such Transfer Price; (ii) the desired date of such Incremental Transfer; and (iii) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in the definition of CP Tranche Period). Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Agent, as and when due in accordance with this Agreement, a completed Deposit Report prior to the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Agent may reasonably request. Each Group Agent shall immediately notify the members of its Transferee Group of a request for an Incremental Transfer received by it. On the date requested for such Incremental Transfer (provided the prior notice for such Incremental Transfer has been given), each Group Agent shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental Transfer. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify the Transferees against any loss or expense
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Incremental Transfers. With respect to each Class, upon the terms and subject to the conditions herein set forth and provided that a Termination Event or a Potential Termination Event or the Termination Date for such Class shall not have occurred and be continuing, the Transferor may, at its option, convey, transfer and assign to the Administrative Agent on behalf of the applicable Class Investors for such Class and the Administrative Agent, on behalf of the Class Conduit for such Class may, at the option of such Class Conduit, or the Administrative Agent on behalf of the Bank Investors for such Class provided that such Bank Investors shall have previously accepted the assignment by the related Class Conduit of all of such Class Conduit’s interest in the Affected Assets, shall, if so requested by the Transferor, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an “Incremental Transfer”); provided that after giving effect to the payment to the Transferor of the Transfer Price therefor (i) the Net Investment for such Class shall not exceed the Maximum Net Investment for such Class, (ii) the sum of the Net Investment for such Class plus, in the case where the Class Conduit for such Class holds a portion of the Transferred Interest, the Interest Component of all outstanding Related Commercial Paper issued by such Class Conduit (or its related commercial paper issuer if the Class Conduit does not itself issue commercial paper) shall not exceed the Facility Limit for such Class and (iii) the Aggregate Percentage Factor shall not exceed the Maximum Percentage Factor; and, provided, that the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Transfer. All Incremental Transfers shall be made on a pro rata basis to each Class (based upon the relation of the Maximum Net Investment for such Class to the Aggregate Maximum Net Investment). The Transferor shall, by notice to the Administrative Agent given by telecopy, offer to convey, transfer and assign to the Administrative Agent, on behalf of any of the applicable Class Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets relating thereto not later than 3:00 p.m. (New York time) on the ...
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Incremental Transfers. Prior to the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents,
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Incremental Transfers. 32 SECTION 2.3.
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Incremental Transfers. Prior to the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, (x) the Transferor may, at its option from time to time on a Weekly Report Date, convey, sell, transfer and assign to the Administrative Agent, on behalf of PARCO (prior to an occurrence of a PARCO Wind-Down Event), Redwood (prior to a Redwood Termination Date), Liberty (prior to a Liberty Termination Event) and to the PARCO APA Banks (following an occurrence of a PARCO Wind-Down Event) and (y) the Administrative Agent, on behalf of PARCO, may, at the direction of PARCO from time to time (prior to an occurrence of a PARCO Wind-Down Event), and the Administrative Agent, on behalf of Redwood (prior to an occurrence of a Redwood Termination Date), Liberty (prior to an occurrence of a Liberty Termination Event) and the PARCO APA Banks (following an occurrence of a PARCO Wind-Down Event but subject to Section 2.2 of the PARCO Asset Purchase Agreement), shall accept such sale, conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, of undivided percentage ownership interests in the Receivables, together with Related Security, the Required Currency Hedge, Collections and Proceeds with respect thereto (each, an "Incremental Transfer"); provided that after giving effect to each Incremental Transfer, (i) the Aggregate Net Investment shall not exceed the Facility Limit, (ii) in the case of PARCO and the PARCO APA
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Incremental Transfers. Upon the terms and subject to the conditions herein set forth and provided that the Enterprise Termination Date (with respect to Enterprise and the Enterprise Bank Investors), the Atlantic Termination Date (with respect to Atlantic and the Atlantic Bank Investors) or the Liberty Termination Date (with respect to Liberty and the Liberty Bank Investors) shall not have occurred, the Transferor may, at its option, convey, transfer and assign to the Agent on behalf of Enterprise or the Enterprise Bank Investors, Atlantic or the Atlantic Bank Investors, and Liberty or the Liberty Bank Investors, as applicable, and the Agent, on behalf of Enterprise, Atlantic and/or Liberty, as applicable, may, at its option, or the Agent on behalf of the Enterprise Bank Investors, the Atlantic Bank Investors and/or the Liberty Bank Investors, as applicable, provided that the Enterprise Bank Investors, the Atlantic Bank Investors and/or the Liberty Bank Investors, as applicable, shall have previously accepted the assignment by Enterprise (in the case of the Enterprise Bank Investors), Atlantic (in the case of the Atlantic Bank Investors) and/or Liberty (in the case of the Liberty Bank Investors) of all of its interest in the Affected Assets, shall, if so requested by the Transferor, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "INCREMENTAL TRANSFER"); PROVIDED that after giving effect to the payment to the Transferor of such Transfer Price (i) the Enterprise Net Investment shall not exceed the Enterprise Maximum Net Investment, (ii) the Atlantic Net Investment shall not exceed the Atlantic Maximum Net Investment, (iii) the Liberty Net Investment shall not exceed the Liberty Maximum Net Investment, (iv) the sum of the Enterprise Net Investment PLUS, in the case where Enterprise holds a portion of the Transferred Interest, the Interest Component of all outstanding Related Commercial Paper issued by Enterprise would not exceed the Enterprise Facility Limit, (v) the sum of the Atlantic Net Investment PLUS, in the case where Atlantic holds a portion of the Transferred Interest, the Interest Component of all outstanding Related Commercial Paper issued by Atlantic would not exceed the Atlantic Facility Limit, (vi) the sum of the Liberty Net Investment PLUS, in the case wher...
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Incremental Transfers. Upon the terms and subject to the conditions herein set forth the Transferor may, at its option, convey, transfer and assign to the Company, and the Company shall accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security and Collections with respect thereto (each, an "Incremental Transfer") from time to time prior to the Termination Date for an aggregate Transfer Price not to exceed the Maximum Net Investment. The Transferor shall by notice given by telefax offer to convey, transfer and assign to the Company undivided percentage ownership interests in the Receivables at least three (3) Business Days prior to the proposed date of transfer. Each such notice shall specify the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $250,000 (or to the extent that the then unused portion of the Maximum Net Investment is less than $250,000, such lesser amount) in excess thereof) and the desired date of such Incremental Transfer, together with the desired Tranche Period (or range) related thereto as required by Section 2.3. The Company shall accept such offer to convey, transfer and assign undivided percentage ownership interests by notice given to the Transferor by telephone or telefax. Each notice of proposed Transfer shall be irrevocable and binding on the Transferor and the Transferor shall indemnify the Company against any loss or expense incurred by the Company, either directly or through the Liquidity Provider Agreement as a result of any failure by the Transferor to complete such Incremental Transfer including, without limitation, any loss (including loss of anticipated profits) or expense incurred by the Company, either directly or pursuant to the Liquidity Provider Agreement, by reason of the liquidation or reemployment of funds acquired by the Company or the Liquidity Provider (including, without limitation, funds obtained by issuing commercial paper or promissory notes or obtaining deposits or loans from third parties) for the Company to fund such Incremental Transfer. Notwithstanding any other provision hereof, the Company shall have no obligation to accept any Transfer if it is unable to obtain funds therefor in the commercial paper market or under the Liquidity Provider Agreement. On the date of the initial Incremental Transfer, the Company shall deliver written confirmation t...
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Incremental Transfers. Upon the terms and subject to the conditions herein set forth the Transferor may, at its option, convey, transfer and assign to the Company, Sheffield or the Bank Investors, as applicable, and (y) the Company may, at its option, or Sheffield and the Bank Investors shall, if so requested, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") from time to time prior to the occurrence of the Enterprise Termination Date (with respect to the Company and the Bank Investors) or the Sheffield Termination Date (with respect to Sheffield); provided that after giving effect to the issuance of Related Commercial Paper, or any drawings under any Liquidity Provider Agreement or any Credit Support Agreement, to fund the cash portion of the Transfer Price of any Incremental Transfer and the payment to the Transferor of the cash portion of such Transfer Price
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Related to Incremental Transfers

  • Additional Transfers For purposes of this Lease, the term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or (B) the sale or other transfer of an aggregate of fifty percent (50%) or more of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or pledge of an aggregate of fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period.

  • Lateral Transfers Employees may request to be transferred to a vacant position within their classification in another division of the Public Works Department and may be transferred pursuant to such request with the written approval of their division head, the involved appointing authority and the Employer's Director, Labor Relations. Such transferred employees shall serve a three (3) month probationary period in the new position. If removed by the appointing authority during the probationary period, the involved employee shall be reassigned to a vacant position within the classification or, if none is available, to their previous position.

  • Fundamental Transactions If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

  • Purchase Rights Fundamental Transactions In addition to any adjustments pursuant to Section 10 above, if at any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of Common Stock (“Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

  • Fundamental Transaction If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in an all cash transaction, cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(d) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.