Equity Syndication and Certain Reallocations Among Investors Sample Clauses

Equity Syndication and Certain Reallocations Among Investors. 11.3.1 The Parties acknowledge that, pursuant to the Interim Investors Agreement, THL Fund VI (Alternative) Corp. has syndicated a portion of its equity investment to THL Fund VI Equity Investors (VNU), L.P., THL Fund VI Equity Investors (VNU) II, L.P. and THL Fund VI Equity Investors (VNU) III, L.P. (collectively, the “New THL Investors”) as set out in columns four and five of Schedule 10 hereto pursuant to a Share, CPEC and YFCPEC Transfer Agreement, dated August 4, 2006, between THL Fund VI (Alternative) Corp. and the New THL Investors, and (ii) KKR VNU Millennium Limited has syndicated a portion of its equity investment to the KKR VNU Equity Investors, L.P. (the “New KKR Investors” and, together with the New THL Investors, the “New Investors”) as set out in columns two and three of Schedule 10 hereto (the “KKR Syndicated Portion”) pursuant to a Share, CPEC and YFCPEC Transfer Agreement, dated August 4, 2006, between KKR VNU Millennium Limited and the New KKR Investor.
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Equity Syndication and Certain Reallocations Among Investors. 11.3.1 The Parties acknowledge that the Remaining Equity Commitment of AlpInvest Partners Later Stage Co-Investments II-A CV, one of the two AlpInvest Funds, is zero and that the Remaining Equity Commitment of AlpInvest Partners CS Investments 2006 C.V., the other AlpInvest Fund, shall be calculated by reference to the percentage set out in the eleventh column of Schedule 2 against the name of AlpInvest Partners CS Investments 2006 C.V.
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Related to Equity Syndication and Certain Reallocations Among Investors

  • Exculpation Among Investors Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

  • Relation Among Lenders The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for, any other Lender.

  • Certain Agreements of the Underwriters Each Underwriter hereby represents and agrees that:

  • Purchase and Sale of Investments of the Fund 1. Promptly after each purchase of securities by the Fund, the Fund shall deliver to the Custodian (i) with respect to each purchase of securities which are not money market securities, a certificate signed in the name of the Fund by any two officers as defined in Article IX and (ii) with respect to each purchase of money market securities such a certificate or oral instructions from an authorized person, specifying with respect to each such purchase: (a) the name of the issuer and the title of the securities, (b) the number of shares or the principal amount purchased and accrued interest, if any, (c) the dates of purchase and settlement, (d) the purchase price per unit, (e) the total amount payable upon such purchase, (f) the name of person from whom or the broker through whom the purchase was made, (g) whether such purchase is to be settled through the Book-Entry System or the depository, and (h) whether the securities purchased are to be deposited in the Book-Entry System or the depository. The Custodian shall upon receipt of securities purchased by or for the Fund pay out of the moneys held for the account of the Fund, the total amount payable upon such purchase, provided that the same conforms to the total amount payable as set forth in such certificate or such oral instructions.

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Certain Agreements of the Initial Purchasers Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum.

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