Chief Financial Advisor; SPAC Transaction Persons Sample Clauses

Chief Financial Advisor; SPAC Transaction Persons. The Borrower shall, no later than May 22, 2023 (or such later date as shall be agreed in writing by the Required Lenders) enter into a written agreement to retain a qualified and experienced Chief Financial Advisor from a list of candidates for such role provided by Agent to Borrower, on terms, scope and conditions acceptable to Required Lenders (the “Chief Financial Advisor”), and in no event shall such engagement, such written agreement nor the scope of the role of such Chief Financial Advisor be terminated or otherwise modified in any way without the prior written consent of the Required Lenders in their sole discretion. The Chief Financial Advisor shall be reportable to the Borrower’s board of managers (or other governing body of the Borrower) and the Loan Parties shall cause all senior members of the Loan Parties’ management team to (i) cooperate, be available to discuss with, and respond to the inquiries of, such Chief Financial Advisor on all matters related to the Loan Parties and (ii) promptly deliver requested information and reporting to such Chief Financial Adviser that such Chief Financial Advisor may request from time to time concerning the Loan Parties, including, without limitation, information or reporting concerning their operations, financial reporting (including financial reporting required by this Agreement), financial projections, business plan, and long-term restructuring or similar strategy (or refinancing or other exit strategy). The Chief Financial Advisor shall be authorized and instructed to cooperate, regularly consult and be available to discuss with, and respond to the inquiries of, the Agent, Lenders and their respective representatives, advisors and consultants all matters they may request from time to time concerning the Loan Parties, including, without limitation, their operations, financial reporting delivered pursuant to the terms of this Agreement, financial projections, business plan, and long-term restructuring or similar strategy (or refinancing or other exit strategy), and conduct periodic meetings with the Agent and Lenders regarding such matters, in each case which may be telephonic or in-person and at such times and dates as may be requested by the Agent or Required Lenders (but at least, unless Agent and the Required Lenders otherwise agree, weekly). Similarly, all principal parties to or involved with any potential SPAC Transaction (including but not limited to advisors, consultants, and investment bankers) sh...
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Related to Chief Financial Advisor; SPAC Transaction Persons

  • No Financial Advisor Other than the Underwriters, no person has the right to act as an underwriter or as a financial advisor to the Company in connection with the transactions contemplated hereby.

  • Investment Sub-Advisory Services Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments of each series of Penn Series listed on Exhibit A attached hereto (each, a “Fund”), as such Exhibit may be amended by mutual agreement of the parties hereto, and to exercise all rights incidental to ownership in accordance with the investment objectives, program and restrictions applicable to the Fund as provided in Penn Series’ Prospectus and Statement of Additional Information (“SAI”), as amended from time to time, and such other limitations as may be imposed by law or as Penn Series or Adviser may impose with notice in writing to Sub-Adviser. To enable Sub-Adviser to fully exercise its discretion, Adviser hereby appoints Sub-Adviser as agent and attorney-in-fact for the Fund with full power and authority to buy, sell and otherwise deal in securities and contracts for the Fund. No investment will be made by Sub-Adviser for the Fund if the investment would violate the investment objectives, investment restrictions or limitations of the Fund set out in the Prospectus and the SAI delivered to the Sub-Adviser and as may be amended and delivered to Sub-Adviser in the future. Sub-Adviser shall not take custody of any assets of Penn Series, but shall issue settlement instructions to the custodian designated by Penn Series (the “Custodian”). Sub-Adviser shall, in its discretion, obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Fund in a manner consistent with the investment objectives of the Fund. In furtherance of this duty, Sub-Adviser, as agent and attorney-in-fact with respect to Adviser and Penn Series, is authorized, in its discretion and without prior consultation with Adviser or Penn Series, to:

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

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