Investment Company Act Opinion Sample Clauses

Investment Company Act Opinion. Polaris shall have received the written opinion of Hxxxx Lovells US LLP (or other counsel reasonably acceptable to each of the parties, which the parties agree shall include Skadden, Arps, Slate, Meagher, & Fxxx LLP and Wxxxxxx Xxxx & Gxxxxxxxx LLP for purposes of this Section 7.02(i)), dated as of the date which includes the Constellation-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Polaris, to the effect that, New Polaris is not, and as a result of the consummation of the Mergers will not be, required to register as an investment company under the Investment Company Act.
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Investment Company Act Opinion. Sirius shall have received the written opinion of Hxxxx Lovells US LLP (or other counsel reasonably acceptable to each of the parties, which the parties agree shall include Skadden, Arps, Slate, Meagher, & Fxxx LLP, and Wxxxxxx Xxxx & Gxxxxxxxx LLP for purposes of this Section 7.03(i)), dated as of the date which includes the Constellation-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Sirius, to the effect that, New Polaris is not, and as a result of the consummation of the Mergers will not be, required to register as an investment company under the Investment Company Act.
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Investment Company Act Opinion. Constellation shall have received the written opinion of Hxxxx Lovells US LLP (or other counsel reasonably acceptable to each of the parties, which the parties agree shall include Skadden, Arps, Slate, Meagher, & Fxxx LLP and Wxxxxxx Xxxx & Gxxxxxxxx LLP for purposes of this Section 7.04(i)), dated as of the date which includes the Constellation-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Constellation, to the effect that, New Polaris is not, and as a result of the consummation of the Mergers will not be, required to register as an investment company under the Investment Company Act.
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Investment Company Act Opinion. Such Transfer will not cause the Company to be deemed to be an "investment company" under the Investment Company Act, and the transferor shall provide an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the non-transferring Members, and the Members shall provide to such counsel any information available to the Members, as the case may be, and relevant to such opinion.
Sample 1
Investment Company Act Opinion. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an Investment Company Act opinion, addressed to the Underwriters, of Holland & Knight LLP, Investment Company Act counsel for the Company, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex E hereto.
Sample 1
Investment Company Act Opinion. No Transaction Party is required to register as an "investment company" (under, and as defined in, the Investment Company Act of 1940, as amended (the "1940 Act")) and no Transaction Party is a company controlled by a company required to register as such under the 1940 Act. For purposes of the opinion given in this paragraph 8, we have reached our legal conclusion based solely on factual matters certified to us in an officer's certificate and we have not performed any additional diligence in connection with such opinion.
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Related to Investment Company Act Opinion

  • Investment Company Act, Etc Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.

  • Investment Company Act The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act, assuming no change in the Commission’s current interpretation as to entities that are not considered an investment company.

  • Investment Company Act Compliance Seller is not required to be registered as an “investment company” as defined under the Investment Company Act nor as an entity under the control of an “investment company” as defined under the Investment Company Act.

  • Investment Company Act Status The Company is not, and as a result of the consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement the Company will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

  • Investment Company Act; JOBS Act Acquiror is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. Acquiror constitutes an “emerging growth company” within the meaning of the JOBS Act.

  • Investment Company Act of 1940 Engage in any business, enter into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of the foregoing, that would cause it or any of its Subsidiaries to become subject to the registration requirements of the Investment Company Act of 1940, as amended, by virtue of being an “investment company” or a company “controlled” by an “investment company” not entitled to an exemption within the meaning of such Act.

  • Investment Company Act; Public Utility Holding Company Act Neither the Borrower nor any Subsidiary is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

  • of the Investment Company Act The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not violate, whether or not it is subject to, Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act or any successor provisions thereto of the Investment Company Act."

  • Margin Regulations; Investment Company Act (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

  • Margin Regulations; Investment Company Act; Public Utility Holding Company Act (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

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