Joint Investment Sample Clauses

Joint Investment. The Investor may include one additional Investor to invest under this Agreement jointly:
Sample 1Sample 2Sample 3See All (9)
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Joint Investment. The Investor may include one additional Investor to be jointly represented by the Company:
Sample 1Sample 2Sample 3See All (4)
Joint Investment. Notwithstanding the provisions of Section 8.1, the property in the Fund may be invested and reinvested jointly with property of CCS that is not part of the Fund. If such investment of Fund properties with non-Fund properties occurs, adequate records shall be maintained by the Trustee from which the specific identity of the assets of the Fund and the income earned and attributable to such assets can be ascertained.
Sample 1Sample 2
Joint Investment. SUB-LICENSEE INVESTMENT:
Sample 1
Joint Investment. Chinalco has created a special purpose vehicle company in Singapore (“SPV”) with the intent to acquire up to 14.9% of the ordinary shares (including any American Depositary Shares) of Scorpio North (the “Scorpio Interest”). In connection with this, we have discussed the following. Participation with SPV - · Alcoa will loan SPV 5% of the total funds required to purchase the Scorpio Interest. This loan is expected to be approximately US$1.0 billion, but will not exceed US$1.2 billion. · Upon receipt of all necessary governmental approvals, Alcoa will convert the loan into SPV equity shares in the same proportion as the percentage of equity to debt as Chinalco maintains in SPV. For example, if, as expected, Chinalco funds SPV using 30% equity and 70% debt and Alcoa’s loan is US$l billion, then US$300 million of Alcoa’s loan would be converted to equity in SPV and US$700 million would remain as debt. · Alcoa will have the option to convert additional portions of the loan, and/or to loan additional funds as agreed by the parties. · The interest obligation on the non-converted portion of the loan would be separately funded by Alcoa, if necessary, by additional contributions to SPV by Alcoa. · Alcoa would not, as an equity owner of SPV, be obligated for any repayment of interest on the remaining debt or obligations of SPV, unless otherwise agreed as part of the exercise of Alcoa’s option. · The loan by Alcoa to SPV would be secured by SPV’s Scorpio shares. · Alcoa may at its option exit SPV at any time after an agreed upon initial holding period. Upon such exit or other liquidation or dissolution of SPV, one of the following will occur, at Chinalco’s option: (i) SPV will distribute in kind to Alcoa a number of Scorpio shares held by SPV in an amount proportionately equivalent to Alcoa’s total debt and equity interest in SPV (the “Equivalent Scorpio Shares”) or (ii) Chinalco or SPV will purchase Alcoa’s debt and equity interest in SPV at a price equal to the then current market value of the Equivalent Scorpio Shares. · Alcoa will bear the market risk of the value of the Equivalent Scorpio Shares. Initial Implementation of the Cooperation The attached form of a Convertible Note will be executed by Alcoa and SPV with this MOU for the initial loan by Alcoa to SPV to implement the acquisition of the Scorpio Interest. Next Steps Subsequent to this Memorandum, the parties will enter into a binding shareholder agreement setting forth the governance provisions of SPV, inc...
Sample 1
Joint Investment. All Partners of this Limited Partnership hereby agree that on the premise of complying with relevant laws and regulations the Managing Company shall have the authority to distribute the 20% of the available part of the Limited Partnership’s investment amount towards the Portfolio Company to the Managing Team’s members or the connected entities set up by the members, and the foregoing 20% shall be used to make investments by the Managing Team’s members or the connected entities and the Limited Partnership. The specific distributive shares shall be determined by the Investment Committee.
Sample 1
Joint Investment. 13.1. 13.1. In the event the Service Provider wishes to investment in any of the Experimenter's to whom the Arena has provided the Arena's Services, including in a corporation related to the Experimenter, including by way of acquiring shares and / or other rights in the Experimenter and / or providing a loan and / or in any manner (hereinafter: "Investment"), The service provider shall be required to submit a detailed report regarding the investment being considered by it to the Steering Committee (hereinafter: the "Report"). Any member of the Steering Committee may require clarification and / or obtaining additional details regarding the Investment which were not included in the Report.
Sample 1
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Related to Joint Investment

  • PIPE Investment (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Party; (C) of the receipt of any material notice or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and (D) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.

  • Registered Investment Adviser The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, and correct promptly any violations that have occurred, and will provide notice promptly to the Adviser of any material violations relating to the Fund; (v) has materially met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

  • Independent Investment Decision Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

  • Trust Account Investments The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants to be held in the Trust Account to be invested only in United States government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Pricing Disclosure Package and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates an initial Business Combination, it will not be required to register as an investment company under the Investment Company Act.

  • Legal Investment On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.

  • Investment Article 126.

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

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