Contents and Purpose Sample Clauses

Contents and Purpose. This Subscription Booklet relates to the offering of shares of common stock, par value $0.001 per share (the “Shares”), of SL Investment Corp., a Delaware Corporation (the “Company”). MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacity, the “Adviser”), and MS Administrative Services LLC is the administrator of the Company (in such capacity, the “Administrator”). This Subscription Booklet contains all the materials that a Subscriber needs to tender a subscription to the Company. For a full list of documents, please see the Table of Contents on Page ii. For purposes of this Subscription Booklet, the “Subscriber” is the person or entity for whose account the Shares are being purchased. Another person or entity with investment authority may execute the subscription documents on behalf of the Subscriber, but should indicate the capacity in which it is doing so and the name of the Subscriber. Each Subscriber must be an “accredited investor,” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Subscribers will be required to make a minimum capital commitment of $5,000,000; provided, that the Company reserves the right to accept capital commitments in lower amounts or decline to accept particular capital commitments, in its sole discretion.
Sample 1
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Contents and Purpose. This Subscription Booklet relates to the offering of shares of common stock, par value $0.001 per share (the “Shares”), of Xxxxxx Xxxxxxx Direct Lending Fund, a Delaware Corporation (including Xxxxxx Xxxxxxx Direct Lending Fund LLC prior to the BDC Conversion (as defined below), the “Company”). The Company is the corporate successor to Xxxxxx Xxxxxxx Direct Lending Fund LLC, which was formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act on May 30, 2019. On or prior to the Initial Closing (as defined below), Xxxxxx Xxxxxxx Direct Lending Fund LLC will convert from a Delaware limited liability company into a Delaware corporation pursuant to the Delaware General Corporation Law (the “BDC Conversion”). MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacity, the “Adviser”), and MS Administrative Services LLC is the administrator of the Company (in such capacity, the “Administrator”). This Subscription Booklet contains all the materials that a Subscriber needs to tender a subscription to the Company. For a full list of documents, please see the Table of Contents on Page ii. For purposes of this Subscription Booklet, the “Subscriber” is the person or entity for whose account the Shares are being purchased. Another person or entity with investment authority may execute the subscription documents on behalf of the Subscriber, but should indicate the capacity in which it is doing so and the name of the Subscriber. Each Subscriber must be an “accredited investor,” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Subscribers will be required to make a minimum capital commitment of $5,000,000; provided, that the Company reserves the right to accept capital commitments in lower amounts or decline to accept particular capital commitments, in its sole discretion.
Sample 1
Contents and Purpose. This Subscription Booklet relates to the private offering of common units (the “Units”), of LGAM Private Credit LLC, a Delaware limited liability company (the “Company”). MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacity, the “Adviser”), and MS Private Credit Administrative Services LLC is the administrator of the Company (in such capacity, the “Administrator”). This Subscription Booklet contains all the materials that a Subscriber needs to tender a subscription to the Company. For a full list of documents, please see the Table of Contents on Page ii. For purposes of this Subscription Booklet, the “Subscriber” is the person or entity for whose account the Units are being purchased. Another person or entity with investment authority may execute the subscription documents on behalf of the Subscriber, but should indicate the capacity in which it is doing so and the name of the Subscriber. The Company currently is only offering to sell Units in “offshore transactions” (as defined in Rule 902(h) under Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) to persons that are not in the United States (as defined in Rule 902(l) under Regulation S) and are not, and are not acting for the account or benefit of, U.S. Persons (as defined in Rule 902(k) under Regulation S), in each case in reliance on Regulation S. As a result, each Subscriber must not be in the United States and must not be a “U.S. Person.” The Company reserves the right to accept capital contributions or decline to accept particular capital contributions, in whole or in part, in its sole discretion.
Sample 1
Contents and Purpose. 1. The objective of this Agreement is to ensure the effective taxation of relevant persons in the Republic of Austria through bilateral cooperation. 2. In furtherance of this objective, the Contracting States agree on bilateral cooperation in essence comprising the following elements: (a) Assets of relevant persons resident in the Republic of Austria which are held by a Liechtenstein paying agent shall be subject to retroactive taxation under this Agreement; (b) In accordance with the provisions of this Agreement, compensatory tax shall be levied on payments of income from and capital gains on assets of relevant persons resident in the Republic of Austria which are held by a Liechtenstein paying agent; (c) Assets of relevant persons resident in the Republic of Austria which are managed by a Liechtenstein paying agent, whether they are located in Liechtenstein or abroad, shall be covered by this Agreement; (d) The taxation of donations to and distributions from non-transparent asset structures shall be regulated; (e) Under this Agreement, Liechtenstein may require the Republic of Austria to introduce measures to ensure the taxation of residents of Liechtenstein in respect of capital gains on assets held by paying agents in the Republic of Austria. 3. Notwithstanding any other provisions, this Agreement shall not apply to interest payments or gains on which a retention is levied in pursuance of the Agreement of 7 December 2004 between the European Community and the Principality of Liechtenstein providing for measures equivalent to those laid down in Council Directive 2003/48/EC on taxation of savings income in the form of interest payments (hereinafter referred to as the “Agreement on the taxation of interest”), or when voluntary disclosure occurs. Part 2 of this Agreement shall remain unaffected. 4. Notwithstanding any other provisions, the reference to the Agreement on the taxation of interest in paragraph 3 refers to the amended version of the Agreement with effect from the date of the application of the pertinent provisions of any amendments to the Agreement on the taxation of interest, including through a new Agreement.
Sample 1

Related to Contents and Purpose

  • Introduction and Purpose Introduction • Neighbourhood Development Plans • Neighbourhood Development Orders

  • INTENT AND PURPOSE The Employer and the Union each represent that the purpose and the intent of this Agreement is to promote cooperation and harmony, to recognize mutual interests, to provide a channel through which information and problems may be transmitted from one to the other, to formulate rules to govern the relationship between the Union and the Employer, to promote efficiency and service, and to set forth herein the basic agreements covering rates of pay, hours of work, and conditions of employment.

  • Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the JSC and the IPC, and, optionally, create one or more of the other Committees listed in the chart below. Each Committee shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree to not create a Committee (other than the JSC and the IPC), the creation of such Committee shall be deferred until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee. Joint Steering Committee (“JSC”) Establish projects for the Bacteriophage Program and establish the priorities, as well as approve budgets for such projects. Approve all subcommittee projects and plans (except for decisions of the IPC). The JSC shall establish budgets not less than on a quarterly basis. Chemistry, Manufacturing and Controls Committee (“CMCC”) Establish project plans and review and approve activities and budgets for chemistry, manufacturing, and controls under the Bacteriophage Program. Regulatory Committee (“RC”) Review and approve all research and development plans and projects, including clinical projects, associated with any necessary regulatory approvals, all associated publications, and all regulatory filings and correspondence relating to gaining regulatory approval for new Ampliphi Products under the Bacteriophage Program; and review and approve itemized budgets with respect to the foregoing. Commercialization Committee (“CC”) Establish project plans and review and approve activities and budgets for Commercialization activities under the Bacteriophage Program. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Intellectual Property Committee (“IPC”) Evaluate all intellectual property issues in connection with the Bacteriophage Program; review and approve itemized budgets with respect to the foregoing.

  • Parties and Purpose This agreement (the “Agreement”) is entered by and between certain portfolios and classes thereof, specified below and in Schedule C, of Franklin Xxxxxxxxx Variable Insurance Products Trust, an open-end management investment company organized as a statutory trust under Delaware law (the “Trust”), Franklin/Xxxxxxxxx Distributors, Inc., a California corporation which is the principal underwriter for the Trust (the “Underwriter,” and together with the Trust, “we” or “us”), the insurance company identified on Schedule A (together “you”) and your distributor, on your own behalf and on behalf of each segregated asset account maintained by you that is listed on Schedule B, as that schedule may be amended from time to time (“Account” or “Accounts”). The purpose of this Agreement is to entitle you, on behalf of the Accounts, to purchase the shares, and classes of shares, of portfolios of the Trust (“Portfolios”) that are identified on Schedule C, consistent with the terms of the prospectuses of the Portfolios, solely for the purpose of funding benefits of your variable life insurance policies or variable annuity contracts (“Contracts”) that are identified on Schedule D. This Agreement does not authorize any other purchases or redemptions of shares of the Trust.

  • Scope and Purpose 1.01 This document is intended to set out general guidelines and principles regarding child welfare sector integrations during the term of this agreement which are mandated by the Ministry and for which local Human Resources Adjustment Plans (HRAP) are required to be negotiated. Subject to the following terms, these principles will serve as the framework for the treatment of bargaining unit employees and will apply to subsequent negotiations with unions, as may be required, as part of an integration arising within the context of the Ontario Labour Relations Act (OLRA) or PSLRTA, whichever is applicable. 1.02 Employees who may be impacted by an integration are valued and are to be treated fairly and respectfully. The parties agree that they will make reasonable efforts to reduce any negative affect on employees as a result of an integration in accordance with the following.

  • Background and Purpose Executive was employed by the Company. Executive's employment is ending effective __________ under the conditions described in Section 3.1 of the Executive Change of Control Agreement ("Agreement") by and between Executive and the Company dated _____________, 2012. The purpose of this Release is to settle, and the parties hereby settle, fully and finally, any and all claims the Releasing Parties may have against the Released Parties, whether asserted or not, known or unknown, including, but not limited to, claims arising out of or related to Executive's employment, any claim for reemployment, or any other claims whether asserted or not, known or unknown, past or future, that relate to Executive's employment, reemployment, or application for reemployment.

  • Authority and Purpose Pursuant to 18 V.S.A. § 9410, the GMCB maintains certain health care claims and eligibility data within VHCURES to enable it to carry out its statutory duties, including A. determining the capacity and distribution of existing resources; identifying health care needs and informing health care policy; B. evaluating the effectiveness of intervention programs on improving patient outcomes; C. comparing costs between various treatment settings and approaches; D. providing information to consumers and purchasers of health care; and E. improving the quality and affordability of patient health care and health care coverage. To the extent allowed by HIPAA, the GMCB seeks to make some of this data available as a resource for individuals and entities to continuously review health care utilization, expenditures, and performance in Vermont. The purpose of this Agreement is to specify the conditions under which the GMCB will release VHCURES data, and to ensure that the data is accessed, maintained, used, and disclosed in compliance with all applicable statutory, regulatory, and contractual requirements.

  • Definitions and General Provisions The following words and terms as hereinafter used in this Agreement shall have the following meanings unless otherwise herein provided and unless the context or use clearly indicates an other or different meaning or intent.

  • Intention of the Parties Definitions 1.1 Intention of the Parties (a) This Agreement sets out the terms on which Bank will be providing custodial, settlement and other associated services to the Customer. Bank will be responsible for the performance of only those duties set forth in this Agreement. (b) Investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special features. The Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services under this Agreement and will not be liable for any losses resulting from Country Risk.

  • Captions and Cross References The various captions (including the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Schedule or Exhibit are to such Section Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

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