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. (b) The determination of the allocations and distributions pursuant to Article IV, the Giveback and the Clawback Amount shall be calculated by treating investments made by any Alternative Vehicles as having been made by the Partnership. For purposes of calculating the tax in the definition of Clawback Amount, Losses pertaining to Carried Interest Distributions and allocated to the General Partner, to the extent the deduction of such Losses is limited, deferred or disallowed under the tax law, shall not be treated as reducing capital gains and taxable inc...
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Alternative Investment Structure. The Westxxxxx Xxxbers shall bear (directly, and not as a capital contribution or a loan to the Company) all costs and expenses of the Company and the Members (and shall be allocated all of the deductions associated with such costs and expenses which shall be treated as deductions of the Westxxxxx Xxxbers and not deductions of the Company) incurred in connection with any transfers of the property and assets included in the Initial Capital Contribution and the formation of any additional entities to own any portion of the property and assets included in the Initial Capital Contribution in connection with any of the foregoing, including the reasonable fees and expenses of the legal counsel, accountants and other advisors of each Other Member in connection with any modification consummated pursuant to this Section 2.6 and all costs relating to the process described in Section 2.6(b) below, including the cost relating to the engagement of any Valuation Agent. The Westxxxxx Xxxbers shall reimburse each Other Member for all such costs within ten (10) Business Days after such Other Member delivers to the Westxxxxx Xxxber written notice that is has incurred any such costs and reasonable supporting documentation relating thereto. If the Westxxxxx Xxxbers fail to reimburse any Other Member within such time period, the Company shall pay (and such Other Member shall have the authority to cause the Company to so pay) all such amounts to such Other Member.
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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 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). (b) In the event of a Preferred Request, each of the Company and the Purchaser shall negotiate in good faith and use reasonable best efforts to agree as promptly as practicable on the terms of the Convertible Preferred Shares and those amendments to this Agreement to address the potential issuance of the Convertible Preferred Shares in accordance with the terms of this Section 5.14. To the extent legally permitted and that there is no adverse change in taxation to the Company (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), the terms of the Convertible Preferred Shares shall include (i) (A) a $48.04 initial conversion price, (B) conversion price adjustments, (C) optional repurchase rights of the Company, (D) “Fundamental Change” make-whole and (E) registration rights that shall be consistent with the terms of the Notes and the Transaction Documents, (ii) the preferred dividen...
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. 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) 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. (b) In connection with a Limited Partner first being admitted as a limited partner, member, stockholder, or similar equity ...
Sample 1
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Alternative Investment Structure 
Sample 1

Related to Alternative Investment Structure

  • Investment Strategy The Company’s investment strategy described in the Registration Statement and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of the Company’s business, and no material deviation from such investment strategy is currently contemplated.

  • PIPE Investment (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

  • Management Structure Describe the overall management approach toward planning and implementing the contract. Include an organization chart for the management of the contract, if awarded.

  • 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: (i) Scheduled installments of principal and interest on the Mortgage Loans received or advanced by the applicable Servicers which were due on the related Due Date, net of the Servicing Fees due the applicable Servicers and less any amounts to be withdrawn later by the applicable Servicers from the applicable Buydown Fund Accounts; (ii) Payoffs and the proceeds of other types of liquidations of the Mortgage Loans received by the applicable Servicer for such Mortgage Loans during the applicable Payoff Period, with interest to the date of Payoff or liquidation less any amounts to be withdrawn later by the applicable Servicers from the applicable Buydown Fund Accounts; and (iii) Curtailments received by the applicable Servicers in the Prior Period. At its option, the Master Servicer may invest funds withdrawn from the Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and Liquidation Proceeds previously received by the Master Servicer (including amounts paid by the Company in respect of any Purchase Obligation or its substitution obligations set forth in Section 2.07 or Section 2.08 or in connection with the exercise of the option to terminate this Agreement pursuant to Section 9.01) for its own account and at its own risk, during any period prior to their deposit in the Certificate Account. Such funds, as well as any funds which were withdrawn from the Custodial Accounts for P&I on or before the Withdrawal Date, but not yet deposited into the Certificate Account, shall immediately be deposited by the Master Servicer with the Investment Depository in an Investment Account in the name of the Master Servicer and the Trust for investment only as set forth in this Section 3.03. The Master Servicer shall bear any and all losses incurred on any investments made with such funds and shall be entitled to retain all gains realized on such investments as additional servicing compensation. Not later than the Business Day prior to the Distribution Date, the Master Servicer shall deposit such funds, net of any gains (except Payoff Earnings) earned thereon, in the Certificate Account. (b) Funds held in the Investment Account shall be invested in (i) one or more Eligible Investments which shall in no event mature later than the Business Day prior to the related Distribution Date (except if such Eligible Investments are obligations of the Trustee, such Eligible Investments may mature on the Distribution Date), or (ii) such other instruments as shall be required to maintain the Ratings.

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • 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.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the Assets invested, directly or indirectly, in equity interests in and loans secured by or related to real estate (including, without limitation, equity interests in REITs, mortgage pools, commercial mortgage-backed securities, mezzanine loans and residential mortgage-backed securities), before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

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