Type of the Subscriber Sample Clauses

Type of the Subscriber. Indicate the form of entity of the Subscriber: ¨ Limited Partnership ¨ General Partnership ¨ Corporation ¨ Revocable Trust ¨ Other Type of Trust (indicate type): ________________________ ¨ Other (indicate form of organization): __________________________
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Type of the Subscriber. Indicate the form of entity of the Subscriber: ¨ Limited Partnership ¨ General Partnership ¨ Corporation ¨ Limited Liability Company ¨ Individual ¨ Revocable Trust ¨ Other Type of Trust (indicate type): ¨ Other (indicate form of organization): Subscriber: Subscriber Name: By: Signatory Name: Signatory Title:
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Type of the Subscriber. Indicate the form of entity of the Subscriber: ☐ Limited Partnership ☐ Corporation ☐ General Partnership ☐ Revocable Trust ☐ Other Type of Trust (indicate type): ☐ Limited Liability Company (if so, indicate whether it is treated as a corporation or a partnership for tax purposes): ☐ Other (indicate form of organization): Subscriber: Subscriber Name: By: Signatory Name: Signatory Title: Exhibit B Registration Rights Agreement [See Attached.] Exhibit B Exhibit C-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Noteholders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Subordinated Convertible Note dated as of October 17, 2022 (as amended, supplemented or otherwise modified from time to time, the “Note”), among LGM Enterprises, LLC, a North Carolina limited liability company, EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership, EG Acquisition Corp., a Delaware corporation, and the Noteholder from time to time party thereto. Pursuant to the provisions of Section 5.6 of the Note, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Note in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower, and (2) the undersigned shall have at all times furnished the Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Note and used herein shall have the meanings given to them in the Note. [NAME OF NOTEHOLDER] By: Name: Title: Date: , 20[ ] Exhibit C-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Noteholders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Subordinated C...
Sample 1
Type of the Subscriber. Indicate the form of entity of the Subscriber: ☐ Limited Partnership ☐ Corporation ☐ General Partnership ☐ Revocable Trust ☐ Other Type of Trust (indicate type): ________________________________ ☐ Limited Liability Company (if so, indicate whether it is treated as a corporation or a partnership for tax purposes): __________________________ ☐ Other (indicate form of organization): ________________________________ Subscriber: Subscriber Name:____________________________ By:_______________________________ Signatory Name: Signatory Title: EXHIBIT H FOUNDER EMPLOYMENT AGREEMENT TERM SHEET (see attached) CEO Employment Agreement Term Sheet This term sheet is for discussion purposes only, is subject to change prior to the execution of definitive documentation, and is not intended to represent a binding commitment among Xxx Xxxxxxx (“Executive”) and flyExclusive, Inc. (the “Company”). Executive and the Company shall cooperate in good faith to memorialize the terms set forth in this Term Sheet in more detailed agreement(s), which shall supersede all prior communications, agreements, and understandings, written or oral, with respect to the terms and conditions of Executive’s employment. PROVISION TERM Effective Date Effective as of the consummation of the transaction. Title and Responsibilities Chief Executive Officer, reporting directly to the Company’s board of directors (the “Board”), and will have such duties and responsibilities commensurate with such title. Executive will devote his full business time, attention, skill, and best efforts to the performance of Executive’s duties. Term of Employment No fixed term of employment. Base Salary An amount to be negotiated in good faith by the Company and the Executive between signing and closing, paid in accordance with regular payroll practices, subject to adjustment by the Board. Annual Bonus Opportunity For so long as Executive is employed by the Company, Executive will be eligible to receive an Annual Bonus for each fiscal year. Executive’s target annual bonus will be an amount to be negotiated in good faith by the Company and the Executive between signing and closing, with the actual bonus payable based on achievement of annual performance objectives as determined by the Board.
Sample 1
Type of the Subscriber. Indicate the form of entity of the Subscriber: ☐ Limited Partnership ☐ Corporation ☐ General Partnership ☐ Revocable Trust ☐ Other Type of Trust (indicate type): ☐ Other (indicate form of organization): Subscriber: Subscriber Name: By: Signatory Name: Signatory Title: Exhibit B Subscriber Certificate – Non-Redeemed Shares Pursuant to Section 2(d) of that certain Subscription Agreement, dated July [●], 2021 (the “Subscription Agreement”), between CF Acquisition Corp. V, Satellogic Inc. and the Subscriber named below, the undersigned (“Subscriber”) hereby certifies as follows:
Sample 1

Related to Type of the Subscriber

  • Subscriber A Subscriber is any person or entity who has executed an HCC Subscriber Agreement and makes reservations with a Participating Entity. A list of current Subscribers will be provided by HCC to Participant by the twenty-fifth (25th) of each month.

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Investor The Investor must execute and deliver a Securities Purchase Agreement, and must complete a Certificate Questionnaire (in the form attached as Exhibit A hereto) and an Investor Questionnaire (in the form attached as Exhibit C hereto) in order to purchase the Securities.

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • ACTIVITIES OF THE SUB-ADVISER The services of the Sub-Adviser to the Funds are not to be deemed to be exclusive, the Sub-Adviser and any person controlled by or under common control with the Sub-Adviser (for purposes of this Article IV referred to as "affiliates") being free to render services to others. It is understood that directors, officers, employees and shareholders of the Funds are or may become interested in the Sub-Adviser and its affiliates, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and shareholders of the Sub-Adviser, INVESCO and their affiliates are or may become interested in the Funds as directors, officers and employees.

  • Ownership of the Shares Seller is the owner, beneficially and of record, of the Shares being transferred pursuant to this Agreement free and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer or other defects in title of any kind or description.

  • ACTIVITIES OF THE SUB-ADVISOR It is understood that the Sub-Advisor may perform investment advisory services for various other clients, including other investment companies. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. At least annually, the Sub-Advisor shall report to the Trustees the total number and type of such other accounts and the approximate total asset value thereof (but not the identities of the beneficial owners of such accounts). The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients. It is understood that the Sub-Advisor may become interested in the Trust as a shareholder or otherwise. The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.

  • OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER The Fund acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts ("Affiliated Accounts"). Subject to the provisions of Section 7(b) hereof, the Fund agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Series Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser's policy to allocate, within its reasonable discretion, investment opportunities to the Series Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Series and any specific investment restrictions applicable thereto. The Fund acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Series Account may have an interest from time to time, whether in transactions which involve the Series Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Series Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Series Account or otherwise.

  • Services of the Sub-Advisor Subject to the succeeding provisions of this section, the oversight and supervision of the Advisor and the direction and control of the Trustees, the Sub-Advisor will perform certain of the day-to-day operations of the Fund, which may include one or more of the following services, at the request of the Advisor: (a) acting as investment advisor for and managing the investment and reinvestment of those assets of the Fund as the Advisor may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (b) arranging, subject to the provisions of paragraph 3 hereof, for the purchase and sale of securities and other assets of the Fund; (c) providing investment research and credit analysis concerning the Fund's investments, (d) assisting the Advisor in determining what portion of the Fund's assets will be invested in cash, cash equivalents and money market instruments, (e) placing orders for all purchases and sales of such investments made for the Fund, and (f) maintaining the books and records as are required to support Fund investment operations. At the request of the Advisor, the Sub-Advisor will also, subject to the oversight and supervision of the Advisor and the direction and control of the Trust's Board of Trustees, provide to the Advisor or the Fund any of the facilities and equipment and perform any of the services described in Section 3 of the Advisory Agreement. In addition, the Sub-Advisor will keep the Fund and the Advisor informed of developments materially affecting the Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information the Sub-Advisor believes appropriate for this purpose. The Sub-Advisor will periodically communicate to the Advisor, at such times as the Advisor may direct, information concerning the purchase and sale of securities for the Fund, including: (a) the name of the issuer, (b) the amount of the purchase or sale, (c) the name of the broker or dealer, if any, through which the purchase or sale is effected, (d) the CUSIP number of the instrument, if any, and (e) such other information as the Advisor may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. The Sub-Advisor will provide the services rendered by it under this Agreement in accordance with the Fund's investment objectives, policies and restrictions (as currently in effect and as they may be amended or supplemented from time to time) as stated in the Fund's Prospectus and Statement of Additional Information and the resolutions of the Trust's Board of Trustees.

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