Investment Activities. (a) The Advisor will direct the investment of the Portfolio's assets on a discretionary basis in accordance with applicable law and the investment objectives, policies and restrictions set forth in the then-current Prospectus and Statement of Additional Information relating to the Portfolio contained in its Registration Statement under the Investment Company Act of 1940 and the Securities Act of 1933, as amended; in accordance with the investment objectives, policies and restrictions from time to time prescribed by the Board of Trustees of the Trust (the "Board"), and communicated by the Manager to the Advisor and; subject to such further reasonable limitations as the Manager may from time to time impose by written notice to the Advisor. The Advisor hereby acknowledges that it has carefully reviewed the Prospectus, Statement of Additional Information, Declaration of Trust and By-laws, if any, of the Trust and it agrees that it will make investments solely for the purpose of achieving the stated investment objectives of the Portfolio.
(b) The Advisor hereby specifically acknowledges and represents:
(i) The Advisor has provided the Manager with full information regarding the Advisor’s historical track record of investment performance.
(ii) The Advisor has carefully reviewed the portions of the Prospectus and Statement of Additional Information stating the Advisor’s investment methodology and that all representations made therein are accurate and true and there are no material omissions.
(iii) The Advisor will direct the investment of the Portfolio’s assets using the same investment methodology referred to in Paragraph 3(b) (ii). The Advisor represents that nothing contained in Paragraph 3(a) or elsewhere in this Agreement, the Prospectus, or the Statement of Additional Information is inconsistent with the Advisor directing the investment of the Portfolio’s assets in said manner.
(c) The Advisor will place orders to purchase and sell securities (and where appropriate commodity futures contracts and other investments) for the Portfolio.
Investment Activities. The Partner agrees that, so long as he is a Controlling Partner, he will not pursue or otherwise seek to develop any investment opportunities under active consideration by any of the Carlyle Companies, and, for the period of three years after he has ceased to be a Controlling Partner, he will not pursue or otherwise seek to develop any investment opportunities under active consideration by any of the Carlyle Companies at the time he ceased to be a Controlling Partner.
Investment Activities. Without prejudice to any other Investment Management Services to be provided by the Manager under the Agreement:
a. The Manager will monitor acquired assets on behalf of the Company and notify the Company of assets for which the Eligible Issuer has become subject to bankruptcy or has failed to make a payment in excess of $1 million when due (after the applicable grace periods, if any, have expired) on borrowings under a syndicated loan facility or on publicly issued debt, within 2 business days of obtaining actual knowledge thereof based on publicly available information, and will provide notice of rating agency downgrades where an Eligible Bond is rated D (i.e., in “default”) in order for the Company to determine if the Eligible Bond should be classified as a Non-Performing Investment (as defined in the Credit Agreement) or a Realized Loss (as defined in the Credit Agreement) should be determined in relation thereto for purposes of the Credit Agreement.
i. In the event that, after the purchase of an Eligible Bond, such investment no longer is an Eligible Investment under the Investment Guidelines as a result of a payment default or because its issuer is in bankruptcy proceedings, the Manager shall consult with the Company regarding such investment and provide recommendations to the Company. The Company will direct the actions to be taken by the Manager in respect of such investment.
ii. In the event that the Manager receives notice seeking any consent, vote or other action in connection with Eligible Bonds or Eligible ETFs in the portfolio, it shall act in accordance with Section 2.5, consult with the Company regarding the matter and provide a recommendation to the Company with respect thereto; provided, that the Manager shall act in accordance with any direction from the Company.
iii. In the event the Manager purchases an asset that the Manager knew or should have known was not an Eligible Investment at the time of purchase, the Manager shall consult with the Company regarding such investment and, if the Company directs the Manager to sell such investment, the Manager shall do so as soon as practicable and shall, notwithstanding anything to the contrary in Section 15 of the Agreement, promptly reimburse the Company for any resulting realized losses arising from such sale.
iv. In the event the Manager purchases an asset in error, regardless of whether the purchase was an Eligible Investment, the Manager shall consult with the Company regarding such purcha...
Investment Activities. The Company acknowledges that certain of the Investors and their affiliates, members, equity holders, director representatives, partners, employees, agents and other related persons are engaged in the business of investing in private and public companies in a wide range of industries, including the industry segment in which the Company operates (the “Company Industry Segment”). Accordingly, the Company and the Investors acknowledge and agree that a Covered Person shall:
(a) have no duty to the Company to refrain from participating as a director, investor or otherwise with respect to any company or other person or entity that is engaged in the Company Industry Segment or is otherwise competitive with the Company, and
(b) in connection with making investment decisions, to the fullest extent permitted by law, have no obligation of confidentiality or other duty to the Company to refrain from using any information, including, but not limited to, market trend and market data, which comes into such Covered Person’s possession, whether as a director, investor or otherwise (the “Information Waiver”), provided that the Information Waiver shall not apply, and therefore such Covered Person shall be subject to such obligations and duties as would otherwise apply to such Covered Person under applicable law, if the information at issue (i) constitutes material non-public information concerning the Company, or (ii) is covered by a contractual obligation of confidentiality to which the Company is subject. Notwithstanding anything in this Section 3 to the contrary, nothing herein shall be construed as a waiver of any Covered Person’s duty of loyalty or obligation of confidentiality with respect to the disclosure of confidential information of the Company. For the purposes of this Section 3, “Covered Persons” shall have the meaning set forth in the Restated Certificate. Notwithstanding clause (a) of this Section 3, if a Covered Person serving as a director of the Company is or becomes a director of an entity whose business is competitive with the Company’s business, such Covered Person shall so notify the Company promptly and, upon the Company’s request, will resign as a director of the Company (it being understood that any such resignation shall not limit an Investor’s right to designate another individual to serve on the Company’s Board of Directors, to the extent an Investor has the right to do so under the Voting Agreement).
Investment Activities o Supervised Persons may not offer investment advice or manage any person's portfolio in which he/she does not have a beneficial interest without prior written approval. o Supervised Persons may not participate in an investment club without prior written approval.
Investment Activities. Without prejudice to any other Investment Management Services to be provided by the Manager under the Agreement, the Manager shall undertake the following activities:
a. Review of eligibility criteria
i. Prior to purchasing Eligible Bonds, the Manager shall be responsible for verifying the eligibility criteria of Eligible Bonds set forth in Exhibit A-1 (“Eligible Bond Criteria”).
ii. The Manager shall be responsible for reviewing the eligibility criteria of Eligible Issuers set forth in Exhibit A-1 (“Eligible Issuer Criteria”) based on the mechanism by which compliance with eligibility criteria is determined.
Investment Activities. The Company and Executive acknowledge that Executive is an investor in the BEAGLE, UNIMAK, REBECCA IRENE and CAPE HORN that operate in fisheries under the jurisxxxxxxx xx xxe North Pacific Fishery Management Council. The parties further acknowledge that under certain circumstances a conflict could arise between the best interests of the Company and the best interests of Executive's investments. The parties agree that Executive may maintain but not increase his investments in the above-named vessels without the prior written approval of the Board of Directors (which approval shall not be unreasonably withheld), and that, in the event of a conflict, Executive shall owe his undivided loyalty to furthering the best interests of the Company.
Investment Activities. 5.1 The investment activities may include but are not limited to entering into receivables financing agreements to which you, the investor has committed to on the Platform (all of which agreements or transactions referred to as “Financial Agreements”). Your principal is at risk and you may sustain a total or partial of the original amount invested.
5.2 As a user registered on the Platform, you, the investor shall then, inter alia, be able to:
i) view a fact sheet in respect of the Financial Agreements; and
ii) make offers to enter into the Financials Agreements on the Platform.
5.3 In respect of the Financial Agreements, you understand and agree that Capital Match will disclose the identity of the debtors in respect of the relevant invoice(s) or purchase order(s) in the fact sheet but will keep the identity of the clients who have assigned the said invoices or purchase orders confidential. You may, however, review and inspect the Financial Agreements including related notices, reports and other documents, at Capital Match’s office during business hours, upon Capital Match’s receipt of a written request.
5.4 Each investor can offer to enter into the Financial Agreements by pledging a minimum of S$1,000, up to a maximum of the requested amount on the Platform. Offers from Investors will be accepted on a first come first serve basis. Capital Match and/or the Offeror, however, reserves the right to reject your offer to enter into the Financial Agreements. Should any of the investors first considered become subsequently unable to enter into the Financial Agreements, then Capital Match may contact other potential investors who have pledged funds.
5.5 Once Capital Match and/or the Offeror accepts your offer to enter into the Financial Agreements, you are obligated to effect the transfer of funds you have pledged on the Platform by way of a cheque, cashier’s order or bank transfer to the bank account operated by Capital Match or the Custodian Account, if applicable, and sign, if any, relevant agreements and any related documents to effect such transaction within the stipulated timeframe communicated in writing to the investors by Capital Match. Each investor agrees that failure on its part to effect the transfer of pledged funds within that timeframe or to sign any relevant documents will attract a fee of 1% of the funds pledged, subject to the minimum amount of S$100. Capital Match reserves the right to waive this fee if it believes that the investor had made an ...
Investment Activities. Investment Activities" means all activities of the Company incident to the acquisition, disposition, development or redevelopment of assets or other customary investment activities of an oil and gas company.
Investment Activities. Portfolio Management activities shall be handled by the City. The Depository shall be included in the bidding process as deemed appropriate in accordance with the City’s Investment Policy. Investment Safekeeping shall employ the Depository as a transfer agent for some or all security transactions undertaken by the City. All such transfers shall be executed delivery versus payment, that is the Depository or the Federal Reserve Bank shall not make payment until the security is received. Reports of safekeeping confirmations for all City security transactions will be issued and mailed to the City within two (2) business days after settlement. A monthly report listing all City securities held in safekeeping will be mailed to the City at the end of each month.
