Investment in Newco Sample Clauses

Investment in Newco. Immediately prior to the consummation of the Divestiture, Marriott shall acquire for cash four percent (4%) of the Newco common stock at the economic equivalent value which Patriot acquired its voting common stock in Newco (on a per share basis) and Patriot shall retain, as of the consummation of the Divestiture, four percent (4%) of such Newco common stock; provided however, that the maximum amount of Marriott's capital contribution to acquire from Newco for cash such four percent (4%) ownership interest shall be $3,000,000.
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Investment in Newco. 14 ARTICLE II
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Investment in Newco. (a) Horizon hereby acknowledges and agrees that (i) on or prior to the Closing Date Prime and/or Prime Partnership may make an investment in Horizon Partnership and/or Newco in the form of cash, extensions of credit and/or its interests in any other assets or properties; provided that such contribution of other assets or properties does not prohibit Winston & Xxxxxx or Xxxxxxx & Xxxxx from delivering the opinions referred to in Sections 6.2(e) and 6.3(e), respectively, (ii) as inducement to Prime and Prime Partnership to enter into this Agreement, Prime and/or Prime Partnership shall receive 10% Series A Preferred Stock of Newco (the "Newco Preferred Securities") having an aggregate par value and liquidation preference (exclusive of dividends) equal to $43,700,000 and with such other terms, preferences and rights, including conversion rights, as Prime, in its sole discretion, shall determine, except that, subject to the right to designate a minority of the members of the Board of Directors of Newco, the requirements of applicable law and certain conditions to be set forth in the instruments governing the Newco Preferred Securities, the Newco Preferred Securities shall be non-voting; and (iii) the Newco Preferred Securities will dilute up to substantially all of the economic interest in Newco and Horizon Partnership, including the economic interest evidenced by the shares of Common Stock of Newco distributed in the Corporate Distribution and the Horizon OP Units held by the limited partners of Horizon Partnership. Prime and/or Prime Partnership shall have the right to distribute (the "Prime Newco Distribution") all or a portion of the Newco Preferred Securities (the "Distributed Newco Preferred Securities") to its shareholders and partners, respectively, of record on or prior to the date immediately preceding the consummation of the Mergers. (b) In the event that Prime and/or Prime Partnership transfers any Prime Properties (the "Contributed Prime Properties") or interest therein to Horizon Partnership and/or Newco, then Prime shall receive in consideration thereof a non-recourse debt obligation secured by the Contributed Prime Properties in an aggregate principal amount equal to the net asset value of the Contributed Prime Properties, which determination of net asset value shall be made in good faith by the Board of Directors of Prime based on a written opinion in form and substance reasonably satisfactory to Horizon of an investment banking or appraisal f...
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Related to Investment in Newco

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Investment in the Trust Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees from time to time may authorize. At the Trustees’ sole discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the affected Portfolio is authorized to invest, valued as provided in applicable law. Each such investment shall be recorded in the individual Shareholder’s account in the form of full and fractional Shares of the Trust, in such Portfolio (or Class) as the Shareholder shall select. The Trustees and their authorized agents shall have the right to refuse to issue Shares to any Person at any time and for any reason.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Investment Advisor The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.

  • Investments No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.

  • Distributions Payable in Shares In the event that the Board of the Investment Company shall declare a distribution payable in Shares, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the number of Shares involved, and (ii) that all appropriate action has been taken to effect such distribution.

  • Investment Limitation The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.

  • Subsidiaries; Equity Interests As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Status and Investment Intent (a) Status of the Purchaser. The Purchaser is either (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or (ii) not a “U.S. person” within the meaning of Regulation S under the Securities Act.

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