Investment Banking Activities. The Company will pay to Executive a portion ----------------------------- of the commission or fees received by the Company or any subsidiary or affiliate from any investment banking activities or transactions with respect to which either:
Investment Banking Activities. Is your firm willing to participate? As a Managing Underwriter? Yes ☐ No ☐ As a Co-Manager: Yes ☐ No ☐ As a Selling Group Member?: Yes ☐ No ☐ Other? Click here to enter text.
Investment Banking Activities. The Members acknowledge and agree that, subject to applicable law: (i) the Manager (on behalf of the Company), any Portfolio Asset, and any competitor or counterparty of any of the foregoing may engage Xxxxxxx Xxxxx (and Xxxxxxx Xxxxx may act in its individual capacity and for its own account) as investment banker, underwriter, financial advisor, asset manager, placement agent, or selling agent or as broker, dealer, or trader in securities (including warrants and options), real estate, Hedging Instruments, structured financial products, foreign exchange, and commodities, including in connection with the acquisition, holding, disposition, liquidation, or bankruptcy of any investment permitted to be made (or made) directly or indirectly by the Company or any Portfolio Asset; (ii) Xxxxxxx Xxxxx may make interest-bearing loans to the Portfolio Assets and the Company, and may act as agent in connection with the placement or syndication of indebtedness of any Portfolio Asset or other securities of any Portfolio Asset, and may acquire, hold or dispose of any notes, debt securities and any other evidences of indebtedness or other securities of any Portfolio Asset; (iii) Xxxxxxx Xxxxx may receive and retain from the Company, any Portfolio Asset, and any competitor or counterparty of any of the foregoing fees (including sponsor fees), commissions, discounts, interest, and other sums, and Xxxxxxx Xxxxx may earn profits in connection with any of the foregoing; (iv) Xxxxxxx Xxxxx may sponsor, manage or advise investment funds or vehicles that CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 may seek to make private investments in securities or other instruments, sectors or strategies in which the Company may invest, and may create subsequent funds, and Xxxxxxx Xxxxx may earn profits in connection therewith; and (v) neither the Company nor any Member shall have any interest in any such profits, fees, commissions, discounts, interest and other sums by virtue of this Agreement or the Company relation created hereby; provided, that in the case of clauses (i), (ii), and (iii) above, with respect to services rendered to the Company, (a) the services rendered are determined by the Manager in good faith to be appropriate and useful; (b) the Persons or entities rendering such services are qualified to do so; and (c) the fees or other amounts charged in respect of such services are determined by the Managing Member to be commercially reasonable.
Investment Banking Activities based upon or arising out of any actual or alleged liability involving any advice or service relating to or in connection with any aspect of corporate mergers, acquisitions, securities offerings, restructuring, divestitures, market making (including the failure to make a market) for any securities, specialization in securities, or investment banking; provided, however, this exclusion shall not apply to any Claim related solely to conduct by the Insured that is detrimentally relied upon by Clients and does not arise from facts or circumstances affecting the offering generally including actual or alleged misrepresentations or omissions in the formal written offering materials, registration statements, offering memoranda and circulars. U. Unlicensed Entity based upon, arising out of, or relating to the placement of a Client’s coverage or funds directly or indirectly with any organization, entity, or vehicle of any kind, nature or structure which is not licensed to do business in the state or jurisdiction with authority to regulate such business; provided, however, this exclusion shall not apply to any Claim arising from or contributed to by the placement of a Client’s coverage or funds directly or indirectly with such organization, entity or vehicle which is an eligible surplus lines insurer in the state or jurisdiction with authority to regulate such business.
Investment Banking Activities. Consultant shall not be required to perform any investment banking related activities on behalf of Company as a condition of this Agreement. For the purposes of this Agreement, investment banking activities include, without limitation, (i) the location, negotiation and/or securing of public or private debt for the Company; (ii) the location, negotiation and/or securing of any public or private equity for the Company; (iii) the production of any documentation that is to be utilized for the purposes and activities as relating to the activities as outlined in subheadings (i) and (ii); and (iv) any other activities as may normally be associated with the practice of investment banking.
Investment Banking Activities. The Vendor acknowledges that X.X. Xxxxxx and its related bodies corporate and Affiliates (“X.X. Xxxxxx Group”) comprises a full service securities firm and commercial bank engaged in securities trading and brokerage activities, as well as providing investment banking, asset management, financing, and financial advisory services and other commercial and investment banking products and services to a wide range of companies and individuals. In the ordinary course of these activities, the X.X. Xxxxxx Group and X.X. Xxxxxx Group employees and officers may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or senior loans or other financial products of the Vendor, the Company or any other party that may be involved in the Sale and the Vendor hereby consents to the X.X. Xxxxxx Group and X.X. Xxxxxx Group employees and officers undertaking such activities (A) without regard to the relationship with the Vendor established by this Agreement, and (B) regardless of any conflict of interest (whether actual, perceived or potential) that may arise as a result of such activity.
Investment Banking Activities. MLPF&S is a leading investment banking firm that participates in every aspect of investment banking for corporate, institutional, and governmental clients and acts in principal, agency, and advisory capacities. Advisory services include advice on strategic matters, including mergers and acquisitions, divestitures, spin-offs, restructurings, leveraged buyouts, and defensive projects. MLPF&S advises on capital structuring and provides a wide variety of financial services, including underwriting the sale of securities to the public, privately placing securities with investors, providing structured and derivative financings, including project financing, mortgage and lease financing. MLPF&S, either directly or through affiliates, provides advice, valuation services, and financing assistance and engages in the underwriting and private placement of high-yield securities in connection with, among other things, leveraged buyouts and other acquisition-related transactions. MLPF&S and its affiliates have, from time to time, taken principal positions in transactions and its affiliates have extended credit to clients in the form of senior and subordinated debt, as well as provided bridge financing on a select basis, and syndicated loans. Before MLPF&S and its affiliates engage in any of these financing activities, an analysis is performed to ascertain the underlying creditworthiness of the particular client and the liquidity of the market for securities that may be issued in connection with any such financings and to determine the likelihood of refinancing within a reasonable period. Additionally, MLPF&S and its affiliates occasionally acquire equity interests in the subject companies as part of, or in connection with, such activities. Xxxxxxx Xxxxx, through various subsidiaries and affiliates, including ML Global Partners, Inc. ("MLGP") and Xxxxxxx Xxxxx Capital Partners, Inc. ("MLCP"), has made investments in equity and debt securities issued in acquisition transactions. MLGP provides management services for Xxxxxxx Xxxxx Partners, L.P., an international private equity fund. MLCP provides management services for two leveraged buyout funds. The limited partners of the MLGP and MLCP funds are primarily private investors. Xxxxxxx Xxxxx, through MLPF&S and its other subsidiaries, may underwrite, trade, invest, and make markets in certain securities of companies in which the MLGP and MLCP funds have invested, and may also provide financial advisory services to these compa...
