Example ContractsClausesBeneficial Ownership Filings; Notice of Depositary
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Beneficial Ownership Filings; Notice of Depositary. Promptly upon execution hereof, Buyer will file an amended [Schedule 13D]/A with the SEC, including a copy of this Agreement, and provide similar disclosures under other applicable laws, including Finnish law. At the Depositary’s discretion, the Depositary may release a market announcement notifying market participants of this Agreement and that, pursuant to the terms of the Deposit Agreement, holders of ADSs will be entitled to their pro rata share (on a per ADS basis) of net cash proceeds from any sale of the Buyer Shares (after giving effect to any deductions provided for under the Deposit Agreement) by the Depositary.

Beneficial Ownership. To the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such certification.

Beneficial Ownership The information included in the Beneficial Ownership Certification, if applicable, provided by each Borrower on or prior to the Closing Date, as updated from time to time in accordance with this Agreement, is true, complete and correct in all respects as of the Closing Date and as of the date any such update is delivered

Beneficial Ownership Certification. [[Organization C:Organization]] shall at all times either # ensure that the [[Organization C:Organization]] has delivered to [[Organization B:Organization]] a Beneficial Ownership Certification, if applicable, and that the information contained therein is true and correct in all respects or # deliver to [[Organization B:Organization]] an updated Beneficial Ownership Certification within one (1) Business Day following the date on which the information contained in any previously delivered Beneficial Ownership Certification ceases to be true and correct in all respects. To the extent [[Organization C:Organization]] believes that it is excluded from the requirements of the Beneficial Ownership Regulation, [[Organization C:Organization]] shall certify as such and provide the specific exclusion relied on.

Beneficial Ownership Regulation. So long as reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, the Administrative Agent shall have received, at least three (3) Business Days prior to the Effective Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Company.

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The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, shall not issue or sell, and shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) would result in the beneficial ownership by and its affiliates of more than 9.99% of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the written or oral request of , shall promptly (but not later than one (1) Business Day) confirm orally or in writing to the number of shares of Common Stock then outstanding. and shall each cooperate in good faith in the determinations required hereby and the application hereof. ’s written certification to of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.

Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

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“Beneficial Owner” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended).

Ownership. [[Organization C:Organization]] is the sole owner of record and holder of the Mortgage Loan and the indebtedness evidenced by each Mortgage Note and upon the sale of the Mortgage Loans to [[Organization B:Organization]], [[Organization C:Organization]] will retain the Mortgage Files or any part thereof with respect thereto not delivered to the Custodian, [[Organization B:Organization]] or [[Organization B:Organization]]’s designee, in trust only for the purpose of servicing and supervising the servicing of each Mortgage Loan. The Mortgage Loan is not assigned or pledged, and [[Organization C:Organization]] has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loan to [[Organization B:Organization]] free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan (and with respect to any Co-op Loan, the sole owner of the related Assignment of Proprietary Lease) pursuant to this Agreement and following the sale of each Mortgage Loan, [[Organization B:Organization]] will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. [[Organization C:Organization]] intends to relinquish all rights to possess, control and monitor the Mortgage Loan.

Ownership. On the Vesting Date, Grantee shall own the vested shares of Restricted Stock free and clear of all restrictions imposed by this Agreement (except those imposed by Section 8).

Ownership. Each Holder is the sole legal owner of the shares of Series A Preferred held by such Holder. Each Holder has good, valid and marketable title to the shares of Series A Preferred held by such Holder, free and clear of any liens, pledges, charges, security interests, encumbrances or other adverse claims. Each Holder has not, in whole or in part, # assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of the shares of Series A Preferred, or # given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the shares of Series A Preferred.

Ownership. Sellers are sole and exclusive owner of the Interests and is conveying to Buyer all of its right, title and interest to the Interests, free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of any kind or description and upon consummation of the transaction contemplated herein good title in the Interests.

Each Party retains all rights and title to all Proprietary Information, in any form, disclosed to the other Party pursuant to this Agreement. Each Party acknowledges that such information is of substantial value and that any disclosure or misuse of such information is harmful to the originating Party.

Ownership. All of the issued and outstanding Seller Shares have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record by the Seller. There are no outstanding or authorized options, warrants, purchase rights, subscription rights,conversion rights, exchange rights, or other contracts or commitments that could require Seller to issue, sell, or otherwise cause to become outstanding any of its membership units, ownership rights, or distribution rights.

Ownership. The Parties acknowledge and agree that no rights in or to any Marks were transferred under the Assignment Agreement. The Think Parties further acknowledge and agree that all Software, Technology and Intellectual Property Rights regarding the Sunny products or that were created outside of the United States prior to the Spin Out were assigned to Elevate under the Spin-Out Agreement. Except as expressly set forth herein, each of the Parties retain all of their respective right, title and interest in and to the Software, Technology, Documentation and any enhancements and modifications thereto including, without limitation, all proprietary and intellectual property rights associated therewith or incorporated therein. None of the Parties shall have any obligation to grant any rights to any of the other Parties with respect to any enhancements or modifications to the Co-Owned Subject Matter.

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

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