Company Structure. As of the Closing Date and as the date of the most recent Compliance Certificate delivered pursuant to this Credit Agreement, the Members of Borrower and their Capital Commitments are set forth in the Investor Classification Letter.
Company Structure. 5.1 At the Commencement Date, the Company and the Shareholders warrant that all issued shares in the capital of the Company are held and beneficially owned by the Shareholders.
5.2 During the Term the Shareholders shall not:
(a) assign, sell, transfer, or otherwise dispose of or mortgage, charge or otherwise encum ber any share or shares held by them in the capital of the Company or any interest therein or do, procure, allow or permit any other act whereby another person becomes entitled within the meaning of the Corporations Act to such share or shares; or
(b) reduce the indebtedness of the Company to the Shareholders and/or the Directors nor permit nor do any other thing or take any action which would result in the financial position of the Company being adversely affected; without the prior consent in writing of the Minister.
5.3 Without limitation to Sub-clause 5.2 (b), the Shareholders shall at all times during the Term contribute capital to the Company in such amounts and at such times as may be necessary to ensure that neither the Company nor the Directors breach the provisions of Part 5.7B o f the Corporations Act.
5.4 During the Term the Company and the Shareholders shall not:-
(a) issue any shares in the capital of the Company other than those already issued at the Commencement Date;
(b) reduce or permit to be reduced the share capital of the Company;
(c) dismiss or appoint any Director or alternate Director to the Company;
(d) register any transfer of shares in the capital of the Company; or
(e) alter or amend the Memorandum and Articles of Association of the Company; without the prior consent in writing of the Minister.
5.5 The Company shall, when requested by the Territory, make available or approve to be m ade available to the Territory all information in respect of the Shareholders, Directors, operational, financial and corporate affairs of the Company (including without limitation all m inutes of meetings of Shareholders and Directors and other books and records of the Company) insofar as the same relates or may relate to the duties and obligations of the Company, the Shareholders and the Directors under this Agreement.
Company Structure. (a) As of the date hereof, Schedule 7.14, attached hereto and made a part hereof, sets forth (i) the correct name of each Subsidiary of a Credit Party and its jurisdiction of organization; (ii) the number, type or class, and name of the holder of all issued and outstanding Equity Interests of such Credit Party and each of its Subsidiaries, together with the number and percentage of Equity Interests held by each such holder; and (iii) the number of authorized and issued Equity Interests (and treasury shares) of such Credit Party and each Subsidiary of a Credit Party, by type or class.
(b) Such Credit Party has good title to all of the Equity Interests it purports to own of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and are fully paid and non-assessable. Except as set forth on Schedule 7.14, there are no outstanding options to purchase, or any rights or warrants to subscribe for or acquire, or any commitments or agreements to issue or sell, or any Equity Interests or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by any Credit Party or any of its Subsidiaries. Except as set forth on Schedule 7.14, there are no outstanding agreements or instruments binding upon the holders of any of the Equity Interests issued by such Credit Party or any Subsidiary relating to the ownership of such Equity Interests.
Company Structure. The Company has two Honduran subsidiaries: Compania Mxxxxx Xxxxxx del Sur S.A. and Minera Clavo Rico, S.A.
Company Structure. The purpose of this part is to describe the shareholding structure and intention of the Parties about profit distribution.
Company Structure. Share Capital
a) Standard share capital of a Gibraltar incorporated Shelf Company £2,000 divided into 2,000 shares of £1.00 each.
b) Standard share capital of a BVI incorporated Shelf Company US$50,000 divided into 50,000 shares of US$1.00 each.
c) Please incorporate my company with a share capital of ……………………..divided into…………...shares of each Please fill in all the requested details for each shareholder, together with the number of shares to be allocated to each person. Tick I would like Form-A-Co (Gibraltar) Limited to provide Nominee Shareholders. I would like to provide my own Shareholders as detailed below. Certified as a true copy of current international passport;
Company Structure. (a) Immediately following the Closing, the Company, Endeavor Operating Company, LLC and their respective wholly-owned subsidiaries shall collectively own directly or indirectly all of the outstanding equity securities of Zuffa Parent, LLC (“UFC Parent”), other than equity securities held by members of management or holders of warrants of UFC Parent or its subsidiaries and (b) none of (i) Silver Lake Partners, (ii) Xxxxx Xxxxxxx and (iii) Xxxxxxx Xxxxxxxxx and their respective Affiliates will receive, directly or indirectly, any cash proceeds in respect of their equity in the Company or any of its subsidiaries (including UFC Parent) in connection with the Qualified IPO or this Agreement.
Company Structure. At least fifty-one percent (51%) of the outstanding interests in Borrower are owned by citizens of the United States or individuals who reside in the United States after being legally admitted for permanent residence.
Company Structure. The primary objective of ABARIS in setting up a Hedge fund is to create an Institutional Grade Investment Entity. The target audience such as the Pension Plans, Endowments and Institutional Investors prefer the more regulated hedge fund entity over a loosely regulated Registered Investment Adviser (RIA). Investing in hedge funds tends to be favored by more sophisticated investors, including banks and other institutional investors. Also many endowments and pension funds prefer to allocate assets to hedge funds. ABARIS intends to form a fully compliant hedge fund entity, with a disciplined investment approach. A hedge fund is an investment vehicle that can employ a wide range of investment activities (Multi Strategy) to maximize performance returns while minimizing investment risk. Most hedge funds are established as limited partnerships between the fund manager and investors. While the specific structure can vary from fund to fund, there are a few characteristics that are applicable across the industry. XXXXXX will be set up as a Master/Feeder fund and domiciled in a foreign fund friendly secure territory. Additionally, we will also set up a RIA (Registered Investment Adviser) for the purposes of Managed Accounts mainly targeted to secure allocations from Sovereign Wealth Funds, Private Equity, Family Offices and High Networth Investors. Separately Managed Accounts though have other advantages such as transparency, control, liquidity and customized solutions. There are many additional reasons why ABARIS will choose to become a hedge fund manager. Or, manage a Hedge Fund in addition to managing Separately Managed Accounts. Besides higher fees and significantly higher allocations, there are other advantages of the hedge fund structure over the traditional asset management business. The three central advantages of the hedge fund structure over the separately managed account structure are (1) ease of management, (2) potentially lower transaction costs, and (3) tax efficiencies.
1. Ease of management - one of the great things about running a hedge fund is that the manager only has to manage one single brokerage account. With a separately managed account business a manager will need to make separate trades for each account or do a block trade and then allocate the trade among a number of clients. Either way the separately managed account manager is subject to much more back office and paperwork which is not only time consuming, but costly as well.
2. Potentially ...
Company Structure. The Company shall have established a legal and business structure that is acceptable to the Investor.
