Investment Banking Activities Sample Clauses

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 Sachs 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 Sachs may earn profits in connection with any of the foregoing; (iv) Xxxxxxx Xxxxx may sponsor, manage or advise investment funds or vehicles that 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 Sachs 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.
Sample 1
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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: A. Executive has made the introduction which led to the investment banking activity or transaction being undertaken by the Company or any subsidiary or affiliate; or B. Executive is directly or indirectly responsible for the investment banking activity or transaction being undertaken by the Company or any subsidiary or affiliate. The portion of any such commission or fee to be paid by the Company to Executive shall be not less than 7.5% nor more than 15% of the aggregate commission or fee. The actual percentage payable to Executive with respect to any particular investment banking activity or transaction will be negotiated and agreed to by Executive and Company in good faith. Such amounts will be paid to Executive only on transactions which are in process prior to the end of the term of the Agreement. A transaction shall be deemed to be in process once an introduction by the Executive to the Company has been made and there have been substantive discussions regarding the transaction (or a variant of the transaction), whether or not there is a signed letter of intent. Follow- on investment banking activities or transactions (which are not in process prior to the end of the term of the Agreement) and which commence after the term will not be subject to any payment to Executive. Such amounts will be paid to Executive within 15 days after receipt by the Company whether or not the commissions or fees are received prior to or on or after the end of the term of the Agreement.
Sample 1
Investment Banking Activities. Is your firm willing to participate? As a Managing Underwriter? Yes No A Co-Manager: Yes No As a Selling Group Member?: Yes No Other?
Sample 1
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:
Sample 1
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.
Sample 1
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...
Sample 1
Investment Banking Activities. Is your firm willing to participate?
Sample 1
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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. 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.
Sample 1
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.
Sample 1

Related to Investment Banking Activities

  • Investment Banking Services Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180 days prior to the initial confidential submission of the Registration Statement and ending on the Effective Date, no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services to the Company.

  • Investment Advisory Facilities The Sub-Adviser, at its expense, will furnish all necessary investment facilities, including salaries of personnel, required for it to execute its duties hereunder.

  • Finders and Investment Bankers Neither Purchaser, Merger Sub nor any of their respective officers or directors has employed any broker or finder or otherwise incurred any liability for any brokerage fees, commissions or finders, fees in connection with the transactions contemplated hereby.

  • Agreements with Foreign Banking Institutions Each agreement with a foreign banking institution shall provide that: (a) the assets of each Portfolio will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agent, except a claim of payment for their safe custody or administration; (b) beneficial ownership for the assets of each Portfolio will be freely transferable without the payment of money or value other than for custody or administration; (c) adequate records will be maintained identifying the assets as belonging to each applicable Portfolio; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the extent permitted under applicable law the independent public accountants for the Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian; and (e) assets of the Portfolios held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents.

  • Banking Operations Enter into any new material line of business; change its material lending, investment, underwriting, risk and asset liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed by any Governmental Authority; or file any application or make any contract with respect to branching or site location or branching or site relocation.

  • Agency Cross Transactions From time to time, the Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an "Account") securities which the Advisor's investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory client's consent. This is because in a situation where the Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Advisor or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisor's part regarding the advisory client. The Securities and Exchange Commission has adopted a rule under the Investment Advisers Act of 1940, as amended, which permits the Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Advisor.

  • Brokers, Finders and Investment Bankers Neither the Purchaser, nor an officer, director or employee of the Purchaser nor any Affiliate of the Purchaser, has employed any broker, finder or investment banker or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the transactions contemplated hereby.

  • Mobile Banking Services Mobile Banking is a personal financial information management service that allows you to access account information and conduct transactions using compatible and supported mobile phones and/or other compatible and supported wireless devices (including phones, "Wireless Devices"). We reserve the right to modify the scope of the Mobile Banking services at any time. We reserve the right to refuse to make any transaction you request through Mobile Banking. You agree and understand that Mobile Banking may not be accessible or may have limited utility over some mobile telephone networks, such as while roaming.

  • Banking Facilities Schedule 3.25 sets forth a complete and correct list of: (a) each bank, savings and loan or similar financial institution in which the Company or any of its Subsidiaries has an account or safety deposit box and the numbers of such accounts or safety deposit boxes maintained thereat; and (b) the names of all persons authorized to draw on each such account or to have access to any such safety deposit box, together with a description of the authority (and conditions thereto, if any) of each person with respect thereto.

  • Investment Advisory Services The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

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