Conditions to Admission. In addition to the admission of Limited Partners at the Initial Closing, the General Partner may, in its sole discretion, schedule one or more Subsequent Closings at any time on or prior to the expiration of the Offering Period, as extended. At each Subsequent Closing, the General Partner may admit Persons seeking admission to the Fund as an Additional Limited Partner of the Fund or permit an existing Partner to increase the amount of its Capital Commitment (each such person, an “Additional Limited Partner,” which term shall include any Person that is a Partner immediately prior to such Subsequent Closing and that wishes to increase the amount of its Capital Commitment, but only with respect to the amount of such increase), subject to the determination by the General Partner that, in the case of each such admission or increase, all of the following conditions have been satisfied:
(i) The Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary or desirable to effect such admission or increase, including, without limitation, the execution of a Subscription Agreement and a counterpart of this Agreement.
(ii) Such admission or such increase shall not result in a violation of any Applicable Law, including the U.S. federal securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Fund shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company under the Investment Company Act and the General Partner shall not be required to register as an investment adviser under the Advisers Act.
(iii) Such Additional Limited Partner shall have paid to the Fund, either for its account or for the accounts of the previously admitted Partners as described in Section 4.5(c) below, on the date designated by the General Partner in a Funding Notice, an amount equal to the sum of:
(A) in the case of each Investment then held by the Fund, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund the cost of such ...
Conditions to Admission. In addition to the admission of Members at the Initial Closing, the Manager, in its sole discretion, may schedule one or more Subsequent Closings (effective on the first day of a month) for such Person or Persons seeking admission to the Fund as a Member of the Fund or a Member wishing to increase the amount of its Capital Commitment other than in connection with Reinvestment as set forth in Section 4.3 below (collectively, an “Additional Member”), subject to (1) acceptance of the subscription by the Manager, and (2) the determination by the Manager that, in the case of each such admission or increase, the following conditions have been satisfied:
(i) The Additional Member shall have executed and delivered such instruments and shall have taken such actions as the Manager shall deem necessary or desirable to effect such admission or increase, including, without limitation, the execution of a Subscription Agreement and a counterpart of this Agreement;
(ii) Such admission or such increase shall not result in a violation of any applicable law, including the United States federal securities laws, or any term or condition of this Agreement;
(iii) Such admission or such increase shall not result in any assets owned by the Fund being deemed to be “plan assets” under ERISA or result in a “prohibited transaction” under ERISA; and
(iv) As a result of such admission or increase the Fund shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company under the Investment Company Act and neither the Manager nor any Affiliate of the Manager would be required to register as an investment advisor under the Advisors Act.
Conditions to Admission. As conditions to the admission of a Transferee of a Shareholder as a substituted shareholder, any such Person will:
(a) execute and acknowledge such instruments, in form and substance satisfactory to the other Shareholder, as the other Shareholder will deem necessary or desirable to effectuate such admission and to confirm the agreement of the Person being admitted as a substitute shareholder to be bound by all of the terms and provisions of this Agreement and to continue the Corporation without its dissolution or termination under the laws of the Province of Ontario, or for any other reason; and
(b) pay all reasonable expenses in connection with such admission, including the cost of preparing and filing of all necessary notices or amending declarations in any jurisdiction.
Conditions to Admission. As conditions to the admission of a Transferee of a Limited Partner as a substituted limited partner, any such Person will:
(a) execute and acknowledge such instruments, in form and substance satisfactory to the General Partner, as the General Partner will deem necessary or desirable to effectuate such admission and to confirm the agreement of the Person being admitted as a substituted limited partner to be bound by all of the terms and provisions of this Agreement and to continue the Partnership without its dissolution or termination or its becoming a general partnership under the laws of the Province of Ontario;
(b) represent and warrant to the Partnership and the other Partners that it is not a non- resident of Canada for purposes of the Income Tax Act, or that it is, if a partnership, a “Canadian partnership” for purposes of the Income Tax Act; and
(c) pay all reasonable expenses in connection with such admission, including the cost of preparing and filing of any necessary amendments of the Partnership Declaration.
Conditions to Admission. Notwithstanding the other provisions of this Agreement, a proposed additional Member or Substitute Class B Member will not be admitted as a Member until the proposed additional Member or Substitute Class B Member agrees in writing to be bound by the terms and provisions of the Certificate and this Agreement.
Conditions to Admission. As conditions to the admission of a Transferee of a Shareholder as a substituted shareholder, any such Person will:
(a) execute and acknowledge such instruments, in form and substance satisfactory to the other Shareholder, as the other Shareholder will deem necessary or desirable to effectuate such admission and to confirm the agreement of the Person being admitted as a substitute shareholder to be bound by all of the terms and provisions of this Agreement and to continue the Corporation without its dissolution or termination under the laws of the Province of British Columbia, or for any other reason; and
(b) pay all reasonable expenses in connection with such admission, including the cost of preparing and filing of all necessary notices or amending declarations in any jurisdiction.
Conditions to Admission. As conditions to the admission of a Transferee of a Limited Partner as a substituted limited partner, any such Person will:
(a) execute and acknowledge such instruments, in form and substance satisfactory to the General Partner, as the General Partner will deem necessary or desirable to effectuate such admission and to confirm the agreement of the Person being admitted as a substitute limited partner to be bound by all of the terms and provisions of this Agreement and to continue the Partnership without its dissolution or termination or its becoming a general partnership under the laws of the Province of Ontario, or for any other reason;
(b) represent and warrant to the Partnership and the other Partners that:
(i) it is not a non-resident of Canada for purposes of the Income Tax Act, or that it is, if a partnership, a "Canadian partnership" for purposes of the Income Tax Act; and
(c) pay all reasonable expenses in connection with such admission, including the cost of preparing and filing of all necessary amending Partnership Declarations in any jurisdiction.
Conditions to Admission. Subject to the provisions of Section 6.6, each Person who acquires any such additional Units shall become a Limited Partner in the Fund at such time as he has: (i) purchased 250 or more Units (200 Units in case of an XXX or Xxxxx Plan), (ii) contributed the sum of $10 in cash for each Unit purchased (or such lesser net amount as may be provided in accordance with the terms described in the Prospectus under "Plan of Distribution"), (iii) executed and filed with the Fund a written instrument which sets forth an intention to become a Limited Partner and requests admission to the Fund in that capacity, together with such other instruments as the General Partner may deem necessary or desirable to effect such admission, including the written acceptance and adoption by such Person of the provisions of this Agreement, and the execution, acknowledgment and delivery to the General Partner of a special power of attorney, the form, style and content of which are more fully described herein, and (iv) the General Partner accepts such Person as a Limited Partner in the Fund.
Conditions to Admission. In addition to the admission of Limited Partners at the Initial Closing, the General Partner, in its discretion, may schedule until December 31, 2018 or thereafter with the approval of the Advisory Board, one or more Subsequent Closings for such Person or Persons seeking admission to the Partnership as an additional limited partner of the Partnership (an “Additional Limited Partner”), subject to the determination by the General Partner in the exercise of its good faith judgment that, in the case of each such admission, the following conditions have been satisfied:
(i) The Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary or desirable to effect such admission or increase, including, without limitation, the execution of a Subscription Agreement and a counterpart of this Agreement.
(ii) Such admission shall not result in a violation of any applicable law, including the United States federal securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Partnership shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company under the Investment Company Act and neither the General Partner nor any Affiliate of the General Partner would be required to register (if not already so registered) as an investment adviser under the Advisers Act.
(iii) Such Additional Limited Partner shall have paid to the Partnership, either for its account or for the accounts of the previously admitted Partners as described in Section 4.5(c) below, on the date of its admission to the Partnership or the date of such increase, as the case may be, an amount equal to the sum of:
(A) such Additional Limited Partner’s Capital Commitment attributable to Portfolio Investments multiplied by a fraction, the numerator of which is (x) the aggregate of the Capital Contributions of the previously admitted Limited Partners with respect to Portfolio Investments and the denominator of which is (y) the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners with respect to Portfolio Investments; and
(B) such Additional Limited Partner’s Capital Commitment not attributable to Portfolio Investments multiplied by a fraction, the numerator of which is (x) the aggregate of the Capital Contributions of the previously admitted Limited Partn...
Conditions to Admission. The Subscriber understands and agrees that ----------------------- it will not be admitted as a limited partner of the Partnership until such admission is recorded on the books and records of the Partnership. The Subscriber's admission as a limited partner of the Partnership is also subject to satisfaction or waiver of each of the following conditions, which conditions may be waived in whole or in part by the General Partner:
