Financial Adviser. The undersigned confirm on behalf of the Broker-Dealer or Registered Investment Advisor that they (i) are registered in the state in which the sale of the Shares to the investor executing this Subscription Agreement has been made and that the offering of the Shares is registered for sale in such state; (ii) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (iii) have discussed such investor’s prospective purchase of Shares with such investor; (iv) have advised such investor of all pertinent facts with regard to the fundamental risks of the investment, including the lack of liquidity and marketability of the Shares; (v) have delivered a current Prospectus and related supplements, if any, to such investor; (vi) have reasonable grounds to believe that the investor is purchasing these Shares for his or her own account; and (vii) have reasonable grounds to believe that the purchase of Shares is a suitable investment for such investor, that the undersigned will obtain and retain records relating to such investor’s suitability for a period of six years, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto and that such investor has an acknowledgeing of the fundamental risks of the investment, the background and qualifications of the persons managing the Company and the tax consequences of purchasing and owning Shares. The undersigned Financial Adviser further represents and certifies that, in connection with this subscription for Shares, he or she has complied with and has followed all applicable policies and procedures under his or her firm’s existing Anti-Money Laundering Program and Customer Identification Program.
Financial Adviser. Engage investment bankers or financial advisers for the provision of financial, managerial and/or operational advice in connection with the Company’s business.
Financial Adviser. Section 1.2(a)....................... 7
Financial Adviser. 6.1 During the term of this Contract the Client must be a client of a financial adviser acceptable to IAS.
6.2 The Client agrees that the Financial Adviser:
(a) may act on the Client’s behalf pursuant to this agreement, including to give Instructions to IAS in relation to the Client’s Managed Account;
(b) may receive information and reports on the Client’s behalf. The Financial Adviser is responsible for the provision of the information and reports to the Client by mail, if required by the Class Order or requested by the Client.
6.3 The Client authorises the Financial Adviser to provide Instructions to IAS in respect to the Client’s Managed Account, including Instructions relating to:
(a) Investments, including changing Investment Options:
(b) withdrawals from the Client's Managed Account for payment to the Client's Nominated Bank Account;
(c) Payments; and
(d) amendment of Client and Managed Account details, excluding the Client’s Nominated Bank Account(s).
6.4 The Client must notify IAS in writing as soon as practicable if the Client terminates the relationship with their Financial Adviser and provide details of the person appointed to replace the Financial Adviser.
Financial Adviser. The Borrower shall use its best efforts to retain a financial advisor to assess alternative capital plans, at the earliest practicable time, and in any event within 6 months after the Closing Date. Such financial advisor shall be either (i) a reputable investment banking firm which is or is affiliated with a member of the New York Stock Exchange with total assets (including assets of its affiliates) of at least $500,000,000 or (ii) or approved by the Required Banks
Financial Adviser. Section 2.15............................. 19 GAAP.................................................. Section 2.4.............................. 12
Financial Adviser. Loan Parties covenant and agree that as soon as practicable, but in any event no later than thirty (30) days following the Tenth Amendment Date, Loan Parties shall retain, at their sole expense, an outside financial adviser acceptable to the Lender in its reasonable discretion to conduct an evaluation of the business of the Loan Parties, which evaluation shall include, but not be limited to, evaluation of the Loan Parties’ projections, Borrowing Base under the Loan Agreement and material contracts (including any acquisition and/or seller note agreements), and a valuation of the Loan Parties’ business enterprise. Loan Parties further agree that they shall deliver to Agent any reports, memoranda, projections and other work product received by Loan Parties from the financial adviser and any other written reports and work product of the financial adviser that Agent and/or Lender may reasonably request. The failure of the Loan Parties to comply with the requirements of this Section shall constitute an Event of Default under Section 15(b) of the Loan Agreement.
Financial Adviser. Parent shall maintain the retention of a third party investment banker of national reputation or qualified telecommunications banker (of which Bank Street Group LLC shall be considered qualified) (the “Financial Adviser”) selected by Parent and retained at Parent’s own cost and expense, with such Financial Adviser and such terms of retention to be acceptable to the Administrative Agent in the Administrative Agent’s sole discretion, to assist Parent in a process that will lead to the sale of the Loan Parties or other transaction reasonably expected to result in the payment in full in cash of all Obligations owing to Administrative Agent and the Lenders (such transaction, the “Sale Transaction”), and to perform such other services as Parent may require. Parent shall promptly advise the Administrative Agent of any material developments in efforts, shall promptly deliver to the Administrative Agent all materials (including any teaser, general marketing materials and confidential information memoranda) distributed to parties in furtherance of any proposed Sale Transaction, shall at all reasonable times make its officers and management representatives available to the Administrative Agent to discuss such Sale Transaction process and any material developments related thereto and shall provide the Administrative Agent with any written indications of interest, proposals, term sheets, letters of intent, commitment letters and other significant materials received in connection with such Sale Transaction within two (2) Business Days following their receipt. For the avoidance of doubt, the Borrowers and Guarantors acknowledge that the Administrative Agent and the Lenders shall have the right, at all reasonable times, to consult directly with the Financial Adviser regarding the status of any Sale Transaction efforts.
Financial Adviser. Except for the services of Robexx X. Xxxxx & Xo. Incorporated ("Baird"), ETB has not engaged, consented to engage, or authorized any financial adviser, broker, investment banker, or similar third party to act on its behalf, directly or indirectly, in connection with the transaction contemplated by this Agreement. Any fees or expenses payable to Baird shall be paid by ETB, which fees and expenses are included in the estimate of expenses set forth in paragraph 4.4(d).
Financial Adviser. Investment Adviser has engaged [ ] (“Financial Adviser”) on a non-exclusive basis to, among other things, identify prospective clients from among its existing contacts (including, without limitation, Client) and recommend Investment Adviser’s investment advisory services to such prospective clients (including, without limitation, Client). Client acknowledges and agrees that Financial Adviser is an independent contractor (rather than an employee, agent or representative) of Investment Adviser, and that as such, Financial Adviser does not have the right, power or authority to enter into any contract or to create any obligation on behalf of Investment Adviser or otherwise bind Investment Adviser in any way. Nothing in this Agreement will create a partnership, joint venture, agency, association, syndicate, unincorporated business or any other similar relationship between Investment Adviser and Financial Adviser. Furthermore, nothing in this Agreement will be construed to imply that Financial Adviser is a partner, shareholder, manager, managing member or member of Investment Adviser. Client further acknowledges receiving the written disclosure statement required by Rule 206(4)-3(b) under the Investment Advisers Act of 1940, as amended, which is attached as Schedule C hereto.
