Qualifying Sales Sample Clauses

Qualifying Sales. Only window sales which exists as of the date of the application under this subsection qualify for a paid ex- tension credit under section 5(1) of the act.

Qualifying Sales. Section 5(2) of the act applies only to ex- tensions which were requested, paid for, and for which the extension agreements were executed on or before April 2, 1982. Section 5(2) of the act applies to all sales existing as of the date of the purchas- er's application hereunder. Extensions of sales for which extensions were paid after April 2, 1982, do not qualify for an equivalent exten- sion under section 5(2) of the act. A person may not receive a credit under section 5(2) of the act for minimum fee ($100) extensions gran- ▇▇▇ before April 3, 1982, but only for extensions paid in cash by the purchaser.

Qualifying Sales. In accordance with the Funds' Prospectuses, Distributor or any affiliate may, but is not obligated to, make payments to dealers from Distributor's own resources as compensation for certain sales that are made at net asset value ("Qualifying Sales"). If Dealer notifies Distributor of a Qualifying Sale, Distributor may make a contingent advance payment up to the maximum amount available for payment on the sale. If any of the Shares purchased in a Qualifying Sale are redeemed within eighteen (18) months of the end of the month of purchase, Distributor shall be entitled to recover any advance payment attributable to the redeemed Shares by reducing any account payable or other monetary obligation Distributor may owe to Dealer or by making demand upon Dealer for repayment in cash. This "holding period" (i.e., currently 18 months) may be changed from time to time by the Distributor or its affiliates to such other length of time as is disclosed in the then current Prospectus. Distributor reserves the right to withhold advances to Dealer, if for any reason Distributor believes that it may not be able to recover unearned advances from Dealer.

Qualifying Sales. ADSI shall make payments to LS for Qualifying Sales of Publisher’s Digital Media Files. Qualifying Sales shall be defined as a purchase for which ADSI has received final payment, from or on behalf of an End User. In the event an End User uses a credit card or bank account deduction mechanism, ADSI shall deem final payment to have occurred at such time as the applicable credit card company or bank has fully settled the payment for the sale. LS shall pay Publisher for Qualifying Sales made by ADSI in accordance with the Agreement.

Qualifying Sales. Distributor or any of its affiliates may, but will not be obligated to, make payments to Financial Intermediaries from Distributor’s own resources as compensation for certain sales that are made at net asset value (“Qualifying Sales”). If Financial Intermediary notifies Distributor of a Qualifying Sale, Distributor may make a contingent advance payment up to the maximum amount available for payment on the sale. If any of the Shares purchased in a Qualifying Sale are redeemed within twelve (12) months of the end of the month of purchase, Distributor shall be entitled to recover any advance payment attributable to the redeemed Shares by reducing any account payable or other monetary obligation Distributor may owe to Financial Intermediary or by making demand upon Financial Intermediary for repayment in cash. Distributor reserves the right to withhold advances to Financial Intermediary, if for any reason Distributor believes that it may not be able to recover unearned advances from Financial Intermediary. Financial Intermediary shall be entitled to disclose such payment to Financial Intermediary’s customers in a manner it deems reasonable.

Qualifying Sales. EXCHANGE PROVISIONS; SALES PROCEDURES 22 ARTICLE VIII BOARD MATTERS 25 ARTICLE IX PROTECTIVE PROVISIONS 27 Section 9.1 Consent Rights 27 Section 9.2 Competition and Corporate Opportunities 28 Section 11.1 Amendments and Waivers 30 Section 11.2 Assignment; No Third-Party Beneficiaries 30 Section 11.3 Counterparts 30 Section 11.4 Entire Agreement 30 Section 11.5 No Partnership 30 Section 11.6 Governing Law 30 Section 11.7 Jurisdiction; Court Proceedings; Waiver of Jury Trial 31 Section 11.8 Specific Performance 31 Section 11.9 Notices 31 Section 11.10 Severability 33 Section 11.11 Expenses 33 Section 11.12 Interpretation 33 Section 11.13 Term 33 Section 11.14 Recognition of EU Bail-In 33 This SHAREHOLDER AGREEMENT (this “Agreement”) is entered into as of April 1, 2025, by and between Victory Capital Holdings, Inc., a Delaware corporation (the “Company”), and Amundi Asset Management S.A.S., a French sociéte par actions simplifiée (the “Holder”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.

Qualifying Sales. Following the Closing and after such time as the Company has repurchased, on a cumulative basis, more than 10% of the Fully Diluted Shares as of the date hereof (as adjusted for subdivisions, stock-splits, reverse stock-splits, recapitalizations or similar events, and as adjusted to give effect to all issuances of capital stock pursuant to the Contribution Agreement, including if issued after the date hereof) (the “Share Repurchase Threshold”), then concurrently with the Company’s filing of its Form 10-Q for each fiscal quarter after such date, the Company shall deliver (i) a written notice (a “Qualifying Sale Notice”) to the Holder setting forth its calculation of the Repurchase Amount in such quarter, and (ii) a FIRPTA Certificate and corresponding notice (to the extent provided in ‎Section 7.4), and thereafter, the Holder shall be entitled to sell during the fiscal quarter in which the Qualifying Sale Notice is delivered (whether through open market sales or through participation in an issuer tender offer, if applicable) an aggregate number of Acquired Shares equal to the (a) Repurchase Amount in such Qualifying Sale Notice, multiplied by (b) the Holder’s Pro-Rata Portion determined as of the beginning of the fiscal quarter for which such Qualifying Sale Notice was delivered (each such sale if effected by the Holder in accordance with the terms hereof, a “Qualifying Sale”). Notwithstanding anything to the contrary stated herein, the Company shall not be required to deliver a Qualifying Sale Notice for any fiscal quarter in which no repurchase of capital stock of the Company has occurred.

Qualifying Sales. Company shall earn Company Revenues for each sale of the Diligent Boardbooks product in the Asia Pacific Region which was closed by the Executive and/or a Sales Assistant, irrespective of where the lead for such transaction arose (referred to herein as a “Qualifying Sale”). By way of example and not limitation, if a U.S. client requests the Diligent Boardbooks product for its Asia Pacific office, and the Executive or a Sales Assistant closes this transaction, then this will be a Qualifying Sale for purposes of Company Revenues for the transaction. If, however, a lead for a possible sale of the Diligent Boardbooks product in Asia comes to an employee of Parent and the transaction is closed by an employee of Parent who is not the Executive or a Sales Assistant, then this transaction shall not be a Qualifying Sale for revenue purposes to the Company. If a lead originates outside of Asia Pacific and a sale is accomplished through the joint efforts of an employee of Parent outside of Asia Pacific and the Executive or a Sales Assistant, then the Company and appropriate region shall agree in advance on the split of the revenues received for attribution to the specific Region and the Company.

Qualifying Sales