Majority Investors Sample Clauses

POPULAR SAMPLE Copied 1 times
Majority Investors. (i) Each Investor, acting alone, may enforce all of its rights under this Agreement or the Units, and may, by way of example, declare a default under Investor's Note and seek to recover therefor. However, for all purposes of enforcing their rights under the Company GSA and the Subsidiary GSA, the written decision at any time of Investors (or their assignees or successors) who then hold not less than 51% of the principal amount of the Notes issued hereunder ("Majority Investors") shall bind all Investors and shall be deemed the act of all Investors, and only the act of the Majority Investors shall be deemed the act of Investors. The Majority Investors may enforce the security interests granted under the Company GSA and the Subsidiary GSA exclusively through the Agent (as defined in the Company GSA and the Subsidiary GSA) or such other agent as the Majority Investors may from time appoint as a successor to the initial or a prior successor Agent in accordance with Section 7.3 of the Company GSA or the Subsidiary GSA (as applicable), and upon such succession the newly appointed agent shall be deemed the "Agent" for all purposes hereof and of the Company GSA and the Subsidiary GSA. Should the Majority Investors appoint a successor Agent, the Company and the Subsidiary will promptly on request respectively execute and deliver an amendment to the Company GSA and the Subsidiary GSA to reflect the name of the successor Agent. Each Investor hereby irrevocably appoints the Agent as such Investor's attorney in fact, in such Investor's name or in Agent's name, (1) to take all such actions as are from time to time authorized by the Majority Investors, and (2) to execute and deliver in favor of Canadian Imperial Bank of Commerce such Priority Agreements and such other agreements in respect of the CIBC Security (as defined below) as are included in the Disclosure Schedule or as Agent shall otherwise deem appropriate in its own discretion. (ii) The Agent shall not be obligated to take any action that is not set forth in a direction signed by Majority Investors, and the Agent shall be entitled, as a precondition to taking any action hereunder, to demand and receive appropriate indemnification agreements from all Investors and reimbursement for its expenses. The Agent shall have no liability to the Investors for any action or omission taken by it in good faith. The Agent may at any time resign upon notice to the Majority Investors. The Agent shall send a copy of this notice ...
View SourceView Similar (2)
Majority Investors. Majority Investors means the holder or holders (excluding ------------------ the Company and its Subsidiaries) at the relevant time of more than sixty percent (60%) of the Securities, as determined by reference to the Class A Preferred Interests. Unless and until supplanted by a subsequent written notice executed by the Majority Investors, the Company shall with respect to any consent, approval, waiver or other action by Majority Investors, have the right to rely on any previously delivered notice or other instrument signed by or on behalf of those Investors constituting Majority Investors (determined by reference to this Agreement and the Company's books and records regarding ownership of applicable Class A Preferred Interests), notwithstanding any actions or omissions by, or disputes between, any holders of the Securities. Each of the Investors which, at any given time or for any specified purpose herein, is then acting as one of the Majority Investors, shall endeavor in good faith to keep the other Investors reasonably apprised of the actions taken hereunder by the Majority Investors and, if such actions are reduced to writing, to provide prompt written notice thereof to the other Investors.
View Source
Majority Investors. At any time, the Agent and those related Alternate Investors which hold Commitments aggregating in excess of 662/3% of the Facility Limit as of such date (or, if the Commitments shall have been terminated, the Agent and one or more Alternate Investors whose aggregate pro rata shares of the Aggregate Net Investment exceed 662/3% of the Alternate Investor Percentage of the Aggregate Net Investment). Material Adverse Effect: Any event or condition which would have a material adverse effect on (i) the collectibility of the Receivables, (ii) the condition (financial or otherwise), businesses or properties of the SPV, or collectively the Servicer and the Originators, (iii) the ability of the SPV, the Servicer or any Originator to perform its respective obligations under the Transaction Documents to which it is a party, or (iv) the interests of the Agent, any Class Agent, or any Investor under the Transaction Documents.
View Source
Majority Investors. At any time, those Alternate Investors which hold Commitments aggregating in excess of 2/3 of the Facility Limit as of such date; provided that at any time when there is 2 or fewer Conduit Investors, shall mean 100% of the Alternate Investors.
View Source

Related to Majority Investors

  • Investors Investors will be instructed by the Dealer Manager or any soliciting dealers retained by the Dealer Manager in connection with the Offering (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, N.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL NEW YORK CITY REIT II, 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 by the Escrow Agent of instruments of payment from the Offering, the Company or the 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, the amount paid and whether such Investors are Washington Investors or Pennsylvania Investors. 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 (the “List of Investors”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Washington Investors or Pennsylvania Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Securities and subscription agreement. 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 for the purchase of Securities 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 the 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 the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement solicited by a Soliciting Dealer is rejected by the 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 Sections 3, 4 or 5 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.

  • Other Investors As part of the Offering, the Company proposes to enter into Securities Purchase Agreements in the same form as this Agreement with certain other investors (the “Other Investors”), and the Company expects to complete sales of Shares to them. The Investor and the Other Investors are sometimes collectively referred to herein as the “Investors,” and this Agreement, the Registration Rights Agreement and the Securities Purchase Agreements executed by the Other Investors are sometimes collectively referred to herein as the “Agreements.” The Company may accept executed Agreements from Investors for the purchase of Shares commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and concluding upon the date (the “Subscription Date”) on which the Company has notified Canaccord ▇▇▇▇▇, Inc. (in its capacity as placement agent for the Shares, the “Placement Agent”) in writing that it will no longer accept Agreements for the purchase of Shares in the Offering, but in no event shall the Subscription Date be later than July 7, 2006. Each Investor must execute and deliver a Securities Purchase Agreement and a Registration Rights Agreement and must complete a Stock Certificate Questionnaire (in the form attached as Exhibit “A” hereto) and an Investor Questionnaire (in the form attached as Exhibit “B” hereto) in order to purchase Shares in the Offering.

  • Exculpation Among Investors Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

  • Additional Investors Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

  • Approved Sale If the Board of Directors of the Company (the "Board") shall deliver a notice to Grantee (a "Sale Event Notice") stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an "Approved Sale") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.