Admission of Investors. No Borrower Party shall admit any Person as an additional Investor unless such Borrower Party, prior to the effective date of such transfer, confirms that such additional Investor does not appear on any list of “Specially Designated Nationals” or other list of known or suspected terrorists generated by OFAC with which dealings are prohibited under Sanctions.
Admission of Investors. SECTION 6.01. PROCEDURE AS TO NEW INVESTORS. 18 SECTION 6.02. PROCEDURE AS TO NEW MANAGERS. 18 SECTION 7.01. BOOKS OF ACCOUNT. 18 SECTION 7.02. ANNUAL AUDIT.. 18 SECTION 7.03. INTERIM REPORTS. 19 SECTION 8.01. INVESTORS’ CONSENT. 19 SECTION 9.01. EVENTS OF DISSOLUTION. 19 SECTION 9.02. DISSOLUTION. 20 SECTION 10.01. INVESTORS NOT TO CONTROL. 20 SECTION 10.02. POWER OF ATTORNEY. 20 SECTION 10.03. AMENDMENTS; CONSENTS. 20 SECTION 10.04. NOTICES. 21 SECTION 10.05. LEGAL EFFECT; MANNER OF EXECUTION. 21 SECTION 10.06. GOVERNING LAW. 21 SECTION 10.07. CONSENT TO JURISDICTION. 21 SECTION 10.08. “TAX MATTERS PARTNER”; TAX ELECTIONS. 22 SECTION 10.09. DETERMINATION OF MATTERS NOT PROVIDED FOR IN THIS AGREEMENT. 22 SECTION 10.10. NO PUBLICITY. 22 SECTION 10.11. SURVIVAL. 22 SECTION 10.12. WAIVERS. 22 SECTION 10.13. VOTING RIGHTS. 22 SECTION 10.14. ISSUANCE OF DIFFERENT CLASSES. 22 SECTION 10.15. COMPLIANCE WITH THE INVESTMENT ADVISERS ACT OF 1940; SECURITIES LAWS. 22 SECTION 10.16. AMENDMENT AND RESTATEMENT 23 __________________ TESTIMONIUM SIGNATURES ASPECT FUTURESACCESS LLC THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) dated as of November 30, 2012 of Aspect FuturesAccess (this “FuturesAccess Fund”) by and among Xxxxxxx Xxxxx Alternative Investments LLC, a Delaware limited liability company (the “Sponsor”), an indirect wholly-owned subsidiary of Bank of America Corporation, and those persons who shall invest in the units of limited liability company interest (“Units”) created pursuant to this Agreement — Class A, Class C, Class D, Class I, Class M, Class DS, Class DT and such other classes as may be established in the future — and shall therefore be admitted as members (such members being hereinafter sometimes referred to collectively as “Investors”; provided, that for purposes of voting, Units held by the Sponsor shall not be considered to be held by an Investor).
Admission of Investors. (a) The Fund shall have the unrestricted right at all times prior to the Termination Date to admit to the Fund such Investors as it may deem advisable. One Investor Share will be issued for each accepted subscription for $150,000 of Capital Contributions (before discounts or incentives) and fractional Shares may be issued in the Manager's sole discretion for proportional amounts of Capital Contributions. After the Termination Date, the sale of Shares or different classes of Shares shall be governed by Section 9.6.
(b) The aggregate subscriptions received for Capital Contributions of the Investors and accepted by the Fund will not exceed 350 Investor Shares ($52,500,000 nominal), immediately following the admission of such Investors. However, at any time prior to the Termination Date, the Fund in its sole discretion may increase the number of Investor Shares to 670 Investor Shares or more.
(c) (i) If, by the close of business on March 31, 2005, Investor Shares representing Investor Capital Contributions in the aggregate amount of at least $1,500,000 have not been sold, the Fund shall be immediately dissolved at the expense of the Manager and all subscription funds shall be forthwith returned to the respective subscribers together with any interest earned thereon.
(ii) If the Fund withdraws the Offering after the Fund has received Investor Shares representing Investor Capital Contributions in the aggregate amount of at least $1,500,000, but before the Termination Date, the Fund shall be immediately dissolved at the expense of the Manager and all subscription funds, net of third party fees, shall be returned to the respective subscribers together with any interest earned thereon. For purposes of this Section 1.6(c)(ii), third party fees do not include any fees paid to the Manager or its affiliates.
(d) Each Investor shall execute a Subscription Agreement and will make a Capital Contribution to the Fund equal to $150,000 per Investor Share. The Fund may accept or reject any subscription in whole or in part in its sole discretion. Each Investor who executes an accepted Subscription Agreement shall be admitted to the Fund as a Shareholder. All funds received from such subscriptions until used by the Fund will be deposited in the Fund's name in an account at a commercial bank.
(e) The Capital Contribution for Investor Shares must be paid to the Fund at the time of subscription.
Admission of Investors. SECTION 6.01. PROCEDURE AS TO NEW INVESTORS............................17 SECTION 6.02. PROCEDURE AS TO NEW MANAGERS.............................17
Admission of Investors. Any admission of an assignee of an interest in a Borrower or as a substitute Investor and any admission of a Person as a new Investor of a Borrower shall be subject to (i) such Person’s compliance with Sanctions and AML Laws, and (ii) such Person not causing any Lender to be non-compliant with any such rules, regulations and related policies.
Admission of Investors. (a) The Fund shall have the unrestricted right at all times prior to the Termination Date to admit to the Fund such Investors as it may deem advisable. One Investor Share will be issued for each accepted subscription for $150,000 of Capital Contributions (before discounts or incentives) and fractional Shares may be issued in the Manager's sole discretion for proportional amounts of Capital Contributions. After the Termination Date, Section 9.6 shall govern the sale of Shares or different classes of Shares.
(b) The aggregate subscriptions received for Capital Contributions of the Investors and accepted by the Fund will not exceed 1,000 Investor Shares ($150,000,000), immediately following the admission of such Investors. However, at any time prior to the Termination Date, the Manager in its sole discretion may increase the number of Investor Shares to 1,335 Investor Shares or more.
(c) (i) If, by the close of business on December 31, 2006, Investor Shares representing Investor Capital Contributions in the aggregate amount of at least $1,500,000 have not been sold, the Fund shall be immediately dissolved at the expense of the Manager and all subscription funds shall be forthwith returned to the respective subscribers together with any interest earned thereon.
Admission of Investors. No Borrower Party shall knowingly admit any Person as an additional Investor without prior written notice to Administrative Agent or if such Person: (i) appears on any list of “Specially Designated Nationals” or list of known or suspected terrorists generated by the Office of Foreign Assets Control of the United Stated Department of Treasury; or (ii) is otherwise prohibited from becoming an Investor by applicable Law.
Admission of Investors. Any admission of an assignee of an interest in the Initial Borrower as a substitute Investor and any admission of a Person as a new Investor of the Initial Borrower will be subject to compliance with OFAC and the requirements of Section 9.5(d) below. The Initial Borrower will, promptly upon receipt thereof, deliver to the Administrative Agent copies of any Subscription Agreement, Side Letter and other documentation delivered to, or required of such Investor by, the Initial Borrower promptly following such admission.
Admission of Investors. SECTION 6.01. PROCEDURE AS TO NEW INVESTORS 20
SECTION 6.02. PROCEDURE AS TO NEW MANAGERS 20
Admission of Investors. Each Loan Party shall not permit (i) the admission of any Investor, or (ii) the transfer of any Investor’s interest to an assignee as a substitute Investor and any admission of a Person as a new Investor, in each case to a Person which (x) is named on a list published by OFAC or is a Person with whom dealings are prohibited under Sanctions, including any OFAC Regulation or (y) is not in KYC Compliance.
