Beneficial Ownership Agreements Sample Clauses

Beneficial Ownership Agreements. Notwithstanding anything to the contrary herein, to the extent of any conflict between a Beneficial Ownership Agreement, on the one hand, and this Agreement, on the other, the Beneficial Ownership Agreements shall govern all matters described therein between the parties thereto.
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Beneficial Ownership Agreements. Notwithstanding anything to the contrary herein, to the extent of any conflict between a Beneficial Ownership Agreement, on the one hand, and this Agreement, on the other, the Beneficial Ownership Agreements shall govern all matters described therein between the parties thereto. (d) Xxxxxxxxx-Xxxx (Shanghai) Trading Co. Ltd. (“CTC”). Notwithstanding that CTC shall legally remain an IR Subsidiary following the Distribution, for purposes of Section 2.1 hereof, CTC shall be treated as a member of the Allegion Group (and not as an IR Subsidiary) for which Allegion is 13 obligated to indemnify IR in accordance with Section 2.1(b) herein, but only with respect to Taxes that arise or are attributable to periods prior to and including the Distribution Date (“CTC Pre-Distribution Taxes”). For the avoidance of doubt, CTC Pre-Distribution Taxes shall be treated as Standalone Allegion Taxes for purposes of Section 2.1 of this Agreement. IR shall control, pursuant to Section 4.5(c)(i) any Proceeding with respect to CTC Pre-Distribution Taxes. (e) Schlage Lock Co. LLC. Schlage Lock Co. LLC shall be considered a Consolidated Entity only through the date interests in Schlage Lock Co. LLC are transferred by its current members Xxxxxxxxx-Xxxx Security and Safety Holding Corporation and Xxxxxxxxx-Xxxx Company (including its wholly owned subsidiary Xxxxxxxxx-Xxxx Schlage Lock Holding Company LLC) to Allegion S&S Lock Holding Company, Inc. and Allegion S&S Holding Company Inc., respectively (the “Technical Termination Date”). For the avoidance of doubt, all Taxes in respect of Schlage Lock Co. LLC for all periods following the Technical Termination Date shall be considered Standalone Allegion Taxes for which Allegion is responsible under Section 2.1(b). Section 4.7.
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Related to Beneficial Ownership Agreements

  • Ownership Agreements The Manager has received copies of the Agreement of Limited Partnership of the OP, Articles of Incorporation and the other constitutive documents of the Owner (collectively, the “Ownership Agreements”) and is familiar with the terms thereof. The Manager shall use reasonable care to avoid any act or omission which, in the performance of its duties hereunder, shall in any way conflict with the terms of the Ownership Agreements.

  • Beneficial Ownership Information Prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers;

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Beneficial Ownership Regulation Promptly following any request therefor, the Borrower shall deliver to the Administrative Agent information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

  • Initial Beneficial Ownership Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Excess Distribution Certificate, the Depositor shall be the sole beneficial owner of the Trust.

  • Beneficial Ownership The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon not less than 65 days prior written notification to the Company.

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

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

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