Alternative Investment Structures Sample Clauses

Alternative Investment Structures. 2.4.1 Alternative Vehicles If the General Partner determines that for legal, tax, regulatory or other similar reasons an investment should be made or otherwise held through an alternative investment structure, the General Partner will be permitted to structure the making or holding of all or any portion of such investment outside of the Fund by requiring any Partner or Partners to make or hold such investment through one or more partnerships or other vehicles (each, an “Alternative Vehicle”) that directly or indirectly will invest in or otherwise directly or indirectly hold such investment on a parallel basis with or in lieu of the Fund, as the case may be. If the General Partner determines, in its sole discretion, that some or all of a Limited Partner’s indirect interest in an Investment held through the Fund should be held through an Alternative Vehicle (or, with respect to an investment held through an Alternative Vehicle, vice versa), or that an investment held through an Alternative Vehicle should be held through a different Alternative Vehicle, after the consummation thereof, the General Partner may, in its sole discretion, cause the Fund to transfer all or the relevant portion of the Investment to an Alternative Vehicle (and vice versa) or between Alternative Vehicles. The General Partner may, where it determines it to be appropriate and notwithstanding any other provision of this Section 2.4, structure an Alternative Vehicle to hold more than one investment and, where applicable, may admit (a) one or more Corporations formed pursuant to Section 2.4.4 as a limited partner thereof corresponding to one or more underlying investments and/or (b) one or more co-investors into any Alternative Vehicle on such terms and conditions as the General Partner determines, so long as the General Partner determines in good faith that (i) the governance and economic rights of the Limited Partners in such Alternative Vehicle correspond to the rights of such Limited Partners in the Fund and (ii) the admission of co-investors into such Alternative Vehicle does not adversely affect the rights and obligations of any Limited Partners admitted to such Alternative Vehicle in any material respect. To the extent Investments are transferred among and between the Fund and Alternative Vehicles after the consummation of such Investments, any such transfer shall be made at cost unless otherwise approved by the Advisory Committee. The General Partner may, where it determines it to b...
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Alternative Investment Structures. 2.9.1 Notwithstanding any other provision of this Agreement to the contrary, if at any time the General Partner determines that for legal, Tax, regulatory or other considerations certain or all of the Partners should participate in the Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such investment outside of the Partnership: (a) in the case of a proposed investment of the Partnership, by requiring certain or all of the Partners, subject in all cases to be admitted as limited partners or other investors and to make capital contributions with respect to such potential Investment directly to an alternative investment vehicle (“Alternative Investment Vehicle”); (b) by transferring such Investment to an Investment Holding Vehicle; (c) by creating an Alternative Investment Vehicle and distributing interests therein to certain or all of the Partners as limited partners or other investors therein.
Sample 1
Alternative Investment Structures. The General Partner shall be entitled at any time to require any investor to participate in (a) particular Investment(s) through a vehicle or investment structure other than the Partnership (in each case an “Alternative Investment Structure”) if , provided that: 3.6.3 i 4 The General Partner, Managing Limited Partner, AIFM and Advisory Committee 4.1 Authority and Powers of the General Partner 4.1.1 The General Partner shall be the only general partner of the Partnership. The General Partner is vested with the broadest powers to determine corporate policy and the course and conduct of the management affairs of the Partnership and shall have exclusive responsibility for the management and control of the business of the Partnership and the application of the assets of the Partnership and shall have full power and authority to bind the Partnership and to do all things necessary to carry out the purposes of the Partnership. 4.1.2 In particular, and without limiting the generality of Clause 4.1.1, the General Partner shall, except as otherwise specifically provided in this Agreement, have full power and authority (exercisable in its absolute discretion), on behalf of the Partnership and so as to bind the Partnership and without prior consultation with any of the Limited Partners or the Managing Limited Partner, to: (i) manage the investment of cash from time to time comprised in the assets of the Partnership; (ii) identify, evaluate, negotiate and arrange investment opportunities consistent with the investment policy of the Partnership and to purchase, sell, exchange or otherwise dispose of Investments or any part thereof for the account of the Partnership and to exercise or omit to exercise voting and other rights in respect of Investments; (iii) receive, on behalf of the Partnership, Capital Contributions made by Limited Partners and to receive investment income and other monies arising from Investments; (iv) issue Drawdown Notices; (v) receive and apply any distributions in accordance with the terms of this Agreement; (vi) hold the Partnership’s Investments directly or through Holding Companies; (vii) open, maintain and close bank accounts and custodian accounts for and in the name of the Partnership and draw cheques and other orders for the payment of monies; (viii) commence or defend litigation that relates to the Partnership or to any Holding Company or Real Estate Asset; (ix) provide, office facilities and office and executive staff and office equipment t...
Sample 1

Related to Alternative Investment Structures

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • CAPITAL CHANGES AND BUSINESS SUCCESSIONS The Plan contains provisions covering the treatment of options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

  • 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 Portfolio All investment securities held by Seller or its Subsidiaries, as reflected in the consolidated balance sheets of Seller included in the Seller Financial Statements, are carried in accordance with GAAP, specifically including but not limited to, FAS 115.

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