Investment Company Act Matters. The Partnership is intended to be exempt from the registration requirements of the Investment Company Act. In addition to the rights, powers and authority of the General Partner set forth in Section 3.03, if any event would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, then (notwithstanding anything in this Agreement to the contrary) the General Partner shall have the right, power and authority (exercisable in its sole discretion) to take any and all actions (on behalf of itself and/or the Partnership) as the General Partner may deem necessary, appropriate or advisable to avoid such registration requirement and/or to reduce or mitigate the effects thereof, including without limitation taking unilateral action (without the consent of any Limited Partner) to (i) amend this Agreement in accordance with Section 12.05 and/or (ii) cause the Partnership to be dissolved in accordance with Section 11.01.
Investment Company Act Matters. The Seller is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act.
Investment Company Act Matters. Such Partner understands that: (i) the Partnership does not intend to register as an investment company under the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), and (ii) such Partner will not be afforded the protections provided to investors in registered investment companies under the Investment Company Act. Such Partner was not formed or reformed (as interpreted under the Investment Company Act) for the specific purpose of making an investment in the Partnership, and, under the ownership attribution rules promulgated under Section 3(c)(1) of the Investment Company Act, no more than one Person will be deemed a beneficial owner of such Partner’s Interests. Such Partner is a “qualified purchaser” as that term is defined under the Investment Company Act.
Investment Company Act Matters. After giving effect to the offering and sale of the Notes and the Royalty Rights, none of the Obligors will be required to register as an “investment company” or “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.
Investment Company Act Matters. (a) The Subscriber is one of the following:
Investment Company Act Matters. The Subscriber understands that (i) the Partnership does not intend to register as an investment company under the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), and (ii) accordingly, the provisions of the Investment Company Act (which, among other matters, require investment companies to have a majority of disinterested directors) will not be applicable to the Partnership. Except as expressly indicated on the Investor Qualification Statement, the Subscriber was not formed or reformed (as interpreted under the Investment Company Act) for the specific purpose of making an investment in the Partnership, and, under the ownership attribution rules promulgated under Section 3(c)(1) of the Investment Company Act, no more than one person will be deemed a beneficial owner of the Subscriber’s Interest. Unless the Subscriber has indicated otherwise in the Investor Qualification Statement, then the Subscriber is a “qualified purchaser” as that term is defined in Section 2(a)(51) of the Investment Company Act and the rules and regulations promulgated thereunder.
Investment Company Act Matters. The Investor understands and agrees that the Funds are not registered and do not intend to register as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) pursuant to an exception from the definition of “investment company” provided in Section 3(c)(7) of the 0000 Xxx. The Funds, and the Investor as a holder of Interests in a Fund, will not be afforded the full set of protections provided under the 1940 Act or comparable state law.
Investment Company Act Matters. After giving effect to the offering and sale of the Notes and the Warrants, the Issuer will not be required to register as an “investment company” or “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.
Investment Company Act Matters. The Subscriber understands that: (i) the Partnership does not intend to register as an investment company under the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), and (ii) the Subscriber will not be afforded the protections provided to investors in registered investment companies under the Investment Company Act. Except as expressly indicated on the Investor Qualification Statement, the Subscriber was not formed or reformed (as interpreted under the Investment Company Act) for the specific purpose of making an investment in the Partnership, and, under the ownership attribution rules promulgated under Section 3(c)(1) of the Investment Company Act, no more than one person will be deemed a beneficial owner of the Subscriber’s Partnership Interest. The Subscriber is a “qualified purchaser” as that term is defined under the Investment Company Act.
Investment Company Act Matters. Before and after giving effect to the Transactions, no Loan Party will be an “investment company” or “controlled” by an “investment company” within the meaning of the Investment Company Act.
