Investor Members Sample Clauses

Investor Members. To the fullest extent permitted by applicable law and notwithstanding any duty otherwise existing at law or in equity, in furtherance (and not in limitation) of the elimination of fiduciary duties set forth in Section 5.5(a) below, no Investor Member shall have any duty (including any fiduciary duty) to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company or any of its Affiliates, and no Investor Member shall be liable to the Company, its Unitholders or any other Person bound by this Agreement (for breach of any fiduciary duty or otherwise) solely by reason of any such activities of such Investor Member or its Affiliates. To the fullest extent permitted by applicable law, the Company, on behalf of itself and its Affiliates, renounces any interest or expectancy of the Company and its Affiliates in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Investor Member or its Affiliates, even if the opportunity is one that the Company or its Affiliates might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. Each Investor Member shall have no duty to communicate or offer such business opportunity to the Company or its Affiliates and, to the fullest extent permitted by applicable law, shall not be liable to the Company, any of its Affiliates or its Unitholders or any other Person bound by this Agreement (for breach of any fiduciary or other duty or otherwise), solely by reason of the fact that an Investor Member or one of its Affiliates pursues or acquires such business opportunity, sells, assigns, transfers or directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or any of its Affiliates. Notwithstanding anything to the contrary in this Section 5.4, the Company does not renounce any interest or expectancy it may have in any business opportunity that is expressly offered to any Investor Member solely in his or her capacity as a manager or officer of the Company or any of its Affiliates.
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Investor Members. (a) As further inducement to the Investor to purchase the Acquired Shares, the Company has used and shall continue to use its reasonable best efforts to secure for the Investor (including by way of procuring the Voting Undertakings under section 5.3 below) the right to appoint, replace and remove up to 2 members to the Board of Directors (the “Investor Members”), out of a total of no more than 9 members to the Board of Directors (including statutory ‘external directors’ and the Investor Members).
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Related to Investor Members

  • Other Members The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis to natural persons and trusts of natural persons residing within the Florida counties of Clay, Duval, Flagler, Nassau and St. Xxxxx and the Georgia counties of Chatham, Coffee and Xxxx, then to the Mid-Tier Holding Company’s public stockholders at the Voting Record Date, and then to the general public. If a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. In the Community Offering, the Holding Company will pay a fee to any Financial Regulatory Industry Authority (“FINRA”) member firm (including Stifel) whose representatives assist persons in the Community Offering and whose name is entered on the stock order form accepted by the Holding Company (the “Assisting Brokers”). It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering are subject to maximum and minimum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-167632) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, the MHC filed with the OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and all amendments or supplements thereto, the “Conversion Application”) as required by the OTS in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Parts 575 and 563b. The Holding Company also has filed with the OTS its application on Form H-(e)1-S (together with other required ancillary applications and/or notices and all amendments or supplements thereto, the “Holding Company Application”) to become a unitary savings and loan holding company under the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated November 12, 2010 to be used in the Offering.

  • Investor The Investor must execute and deliver a Securities Purchase Agreement, and must complete a Certificate Questionnaire (in the form attached as Exhibit A hereto) and an Investor Questionnaire (in the form attached as Exhibit C hereto) in order to purchase the Securities.

  • Member Units Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.

  • FINRA Member Shareholders There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company, except as set forth in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus.

  • Investors Investors will be instructed by a Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATION, ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIES, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and the amount paid. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the “List of Investors” attached hereto as Exhibit B. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of Securities. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check for the purchase of Securities, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.

  • Permitted Transferees The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.4 will be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

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