Alternative Investment Structure Sample Clauses

Alternative Investment Structure. (a) If the General Partner determines in its sole discretion that for legal, tax or regulatory reasons it is in the best interests of some or all of the Partners that an Investment be made through an alternative investment structure, the General Partner shall be permitted to structure the making of all or any portion of such Investment by requiring any Partner or Partners to make such Investment either directly or indirectly through an Alternative Vehicle. The Partners shall be required to make Capital Contributions directly to each such Alternative Vehicle, to the same extent, for the same purposes and on the same terms and conditions as Partners are required to make Capital Contributions to the Partnership, and such Capital Contributions shall reduce the Unused Capital Commitment of the Partners to the same extent as if Capital Contributions were made to the Partnership with respect thereto. Each Partner shall have the same economic interest (on a pre-tax basis) in all material respects in Investments made pursuant to this Section 2.8(a) as such Partner would have if such Investment had been made solely by the Partnership, and the other terms of any such Alternative Vehicle shall be substantially identical in all material respects to those of the Partnership, except for differences required for tax or regulatory reasons. Such Alternative Vehicle (or the entity in which such Alternative Vehicle invests) shall provide for the limited liability of the Limited Partners as a matter of the organizational documents of such Alternative Vehicle (or the entity in which such Alternative Vehicle invests) and as a matter of local law. The General Partner or an Affiliate thereof will serve as the general partner (or equivalent thereof) with respect to such Alternative Vehicle. Subject to applicable legal, tax and regulatory considerations any Alternative Vehicle shall terminate upon the termination of the Partnership.
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Alternative Investment Structure. At any time on or prior to September 15, 2002, if Telmex notifies the Company and Forstmann Little that Telmex has concluded in good faith that the Regulatory Approvals in respect of the FCC Licenses are not likely to be obtained prior to January 15, 2003, because of the nature or extent of Telmex's proposed ownership of capital stock of the Company, the Company and each Investor agrees that they shall use their respective reasonable best efforts to restructure Telmex's portion of the Investment hereunder in such a manner that is (i) likely to result in receipt of the Regulatory Approvals in respect of the FCC Licenses and (ii) on terms and conditions that are no less favorable in all material respects to the Company, Forstmann Little and Telmex than the Investment.
Sample 1
Alternative Investment Structure. (a) In order (i) to -------------------------------- qualify and/or preserve the status of (x) the Company, (y) any entity which owns an interest in any Xxxxxxxxx Member or (z) any entity in which any Member and/or the Company owns an interest and which owns any Units as an "operating company" as defined in the United States Department of Labor regulations 29 C.F.R. (S)2510.3-101 (the "Plan Asset Rules"), or (ii) to minimize the effects of any ---------------- "unrelated business taxable income" as described in sections 512 and 514 of the Code ("UBTI") on any entity which owns an interest in any Xxxxxxxxx Member and ---- their respective Affiliates, each Member agrees to consent to modifications reasonably proposed from time to time by any Xxxxxxxxx Member to the structure of the Company and/or the Company's investments in, and ownership of, its assets and properties and/or to the terms of this Agreement, including, without limitation, the capital contribution and allocation and distribution provisions set forth in Articles VI and VII, if in any such case the modifications will not adversely affect to any degree the aggregate amount or timing of capital contributions, payment of fees, distributions of Available Cash and liquidation proceeds or the aggregate allocations of Net Income and Net Loss to any Other Member or any other economic rights of any Other Member hereunder or any management rights or other control rights of any Other Member hereunder; provided, however, that if such modifications adversely affect to any degree the aggregate amount or timing of capital contributions, fees payable or distribution of Available Cash and liquidation proceeds or the aggregate allocations of Net Income and Net Loss or any other economic rights of any Other Member hereunder or any rights of management or other control rights hereunder to any Other Member (an "Adverse Change"), the provisions of Section 2.6(b) -------------- shall apply. Subject to and specifically limited by the foregoing, any such modification may include, without limitation, the formation by the Members of other entities (including, without limitation, corporations and trusts that qualify as real estate investment trusts under Section 856 of the Code) to be owned by the Members or their Affiliates and which will own a portion of the assets and properties to be included in the Initial Capital Contributions to the Company. In any such event the Company and such other entities shall be treated as a...
Sample 1
Alternative Investment Structure. (a) If the General Partner determines in good faith that for legal, tax, regulatory or other similar reasons it would be in the best interests of some or all the Partners to purchase or otherwise acquire an Eligible Investment through an alternative investment structure (such structure shall be referred to as an “Alternative Investment Vehicle”), the General Partner shall be permitted to structure the making of all or any portion of such Investment outside of the Partnership, by requiring any Partner or Partners to make such Investment through one or more entities other than the Partnership that will invest on a parallel basis with, or in lieu of, the Partnership, as the case may be. The Partners shall be required to make Capital Contributions directly to each such Alternative Investment Vehicle to the same extent, for the same purposes and on the same terms and conditions, as Partners are required to make Capital Contributions to the Partnership. Each Partner shall have the same economic interest, in all material respects, in Investments made through an Alternative Investment Vehicle pursuant to this Section 2.10(a), as such Partner would have if such Investments had been made solely by the Partnership, and the other terms of such vehicle shall be substantially identical in all material respects to those of the Partnership, to the maximum extent applicable; provided that:
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Alternative Investment Structure. The Company and EOH acknowledge that it may be desirable to alter the basic structure outlined in SECTION 2.3 by, for example, using participation agreements, a trust or other mutually acceptable vehicles in lieu of splitting the Mortgage and Mortgage Note, providing for the interests in the Borrower to be transferred prior to the splitting of the Mortgage and Mortgage Note or otherwise altering the sequence in which the various parts of the Investment (as hereinafter defined) may occur, and agree that each shall act in good faith and in a reasonable manner in approving any such alteration to the structure so long as the alteration shall not adversely affect the economic benefits or costs to it of the Investment as contemplated by SECTION 2.3 hereof. The transactions described in this ARTICLE II, or any other similar transaction proposed by EOH or the Xxxx Investor Group and agreed to by the Company and pursued to completion, shall be referred to herein as the "Investment."
Sample 1
Alternative Investment Structure. (a) In the event that (i) the Singapore Tax Ruling is not received prior to the Closing or (ii) the Company and the Purchaser both determine that the Company is unlikely to receive the Singapore Tax Ruling, upon written request by the Purchaser (the “Preferred Request”) given no later than April 30, 2014, each of the Company and the Purchaser shall use reasonable best efforts in accordance with this Section 5.14 to provide the Purchaser the option to (x) invest in Convertible Preferred Shares at the Closing in lieu of the Notes or (y) if the Shareholder Vote is received after the Closing, to exchange the Notes for Convertible Preferred Shares promptly following the Shareholder Vote; provided that, (i) for the avoidance of doubt, the determination as to whether to invest in such Convertible Preferred Shares in lieu of the Notes or exchange the Notes for such Convertible Preferred Shares, as applicable in the event that the Singapore Tax Ruling is not received prior to Closing, shall be made solely by the Purchaser and (ii) the Company shall not be required to exchange the Notes for the Convertible Preferred Shares in the event that such exchange would cause the Company to incur any tax or adverse change in its tax position (other than with respect to the deductibility of amounts payable on dividends, rather than interest, by the Company and any other insignificant changes to the Company) arising from the exchange (other than any tax which the Purchaser agrees to pay).
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Alternative Investment Structure. (a) If the General Partner determines in good faith and taking into consideration the best interests of the Partnership, the Parallel Fund and the Partners and Parallel Fund Partners as a whole, that for legal, tax, regulatory, accounting or other reasons it is desirable that an investment be made, restructured or otherwise held utilizing an alternative investment structure, the General Partner shall be permitted to structure all or any portion of such investment outside of or beneath the Partnership, by requiring any Partner or Partners to, and such Partner or Partners shall, subject to Section 7.13, make, restructure or otherwise hold such investment either directly or indirectly in, and become a limited partner, member, stockholder or other equity owner of, one or more partnerships, limited liability companies, corporations or other vehicles (other than the Partnership) (i) of which the General Partner, an affiliate of the General Partner or one or more of their respective partners, other beneficial owners, members, managers, directors or officers or their respective Affiliates shall serve as general partner, manager or in a similar capacity and (ii) that will invest (or hold an investment) on a parallel basis with, or in lieu of, the Partnership. Additionally, the General Partner shall be permitted to form more than one Alternative Investment Vehicle for the making, restructuring or otherwise holding of a single investment and may require that different Partners invest in different Alternative Investment Vehicles as the General Partner determines in good faith to be necessary or advisable for legal, tax, accounting, regulatory or other reasons. The General Partner’s obligations under Section 6.8 of this Agreement will apply to any Alternative Investment Vehicle in which a Benefit Plan Investor invests, and the governing documents of each Alternative Investment Vehicle in which a Benefit Plan Investor invests shall contain ERISA provisions, taken as a whole, substantially no less favourable to Benefit Plan Investors than those contained in this Agreement. The General Partner may, where it determines it to be appropriate, structure an Alternative Investment Vehicle to hold more than one Investment. Any Investment may be transferred among the Partnership and an Alternative Investment Vehicle after the consummation of such Investment.
Sample 1
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Alternative Investment Structure 
Sample 1

Related to Alternative Investment Structure

  • 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.

  • The Investment Account; Eligible Investments (a) Not later than the Withdrawal Date, the Master Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit in the Investment Account, in an amount representing:

  • Investment of the Exchange Fund The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent on a daily basis. Any interest and other income resulting from such investments shall promptly be paid to Parent.

  • Acceptable Investment The Company has no knowledge of any circumstances or conditions with respect to the Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan;

  • Investment Funds Unregistered general or limited partnerships or pooled investment vehicles and/or registered investment companies in which the Company (directly, or indirectly through the Master Fund) invests its assets that are advised by an Investment Manager.

  • Investment Experience Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

  • Restriction on Fundamental Changes; Asset Sales Company shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Company or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and Capital Stock of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except:

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