Outside Investments Sample Clauses

Outside Investments. So long as the Partnership has the capacity to make new Investments, the General Partner will not and will cause each Affiliate of Hxxxx not to make (i) any new equity investment which satisfies the Investment Guidelines (other than through an interest in the Partnership) or (ii) act as a manager or the primary source of transactions on behalf of another pooled investment fund focusing on substantially the same types of investment opportunities as those targeted by the Partnership; provided that such restriction shall not apply to the following: (a) any investment which the General Partner has decided not to make or pursue based on a good faith determination that such investment is inappropriate or inadvisable for the Partnership, whether due to capacity, diversification, rate of return objectives or other considerations; provided that to the extent the General Partner determines in good faith that it is desirable for the Partnership to make some but not all of a particular investment, then the Partnership may make such investment to such extent and the General Partner or another Affiliate of Hxxxx (alone or with other Strategic Investors) may co- invest with the Partnership in such investment on a side-by-side basis on terms no more favorable than those applicable to the Partnership’s share of the investment; (b) any investment by the Hxxxx U.S. Office Value Added Fund, or any other fund or investment program affiliated with Hxxxx which has investment policies and objectives which differ substantially from those of the Partnership and which, in the good faith judgment of the General Partner, does not compete in any material way for investments that would be suitable for the Partnership; (c) any investment in an office building more than 75% leased to a single tenant under a lease having at least two years remaining on its term (excluding extension options); (d) any reinvestment of proceeds by any of NY Trust, NY Trust II or any Controlled Affiliate thereof from the transfer, sale or other disposition of any asset held by such Entity, or any additional investment by any of NY Trust, NY Trust II or any Controlled Affiliate thereof in any asset in which it holds an interest; (e) passive investments (i.e., investments which do not involve active participation in management by any Affiliate of Hxxxx); and (f) any investment made by NOP pursuant to an investment opportunity allocated to NOP in accordance with the Hxxxx investment allocation procedure described ...
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Outside Investments. The terms of this Section 3 shall not prevent the Executive from investing his assets in such form or manner as he chooses; provided, however, that the Executive shall not have any personal interest, direct or indirect, financial or otherwise, in any supplier to, buyer from, or competitor of the Company, or in any transaction between the Company and a supplier or buyer unless such interest is, or arises solely from ownership of, less than one percent (1%) of the outstanding capital stock of such supplier or buyer and such capital stock is available to the general public through trading on any national, regional or over-the-counter securities market.
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Outside Investments. So long as the Fund has the capacity to make new Investments, the Managing General Partner will not and will cause each Affiliate of Xxxxx not to make (i) any new equity investment which satisfies the Investment Guidelines (other than through an interest in the Fund) or (ii) act as a manager or the primary source of transactions on behalf of another pooled investment fund focusing on substantially the same types of investment opportunities as those targeted by the Fund; provided that such restrictions shall not apply to the following: (a) any investment which the Managing General Partner has decided not to make or pursue based on a good faith determination that such investment is inappropriate or inadvisable for the Fund, whether due to capacity, diversification, rate of return objectives or other considerations; provided that to the extent the Managing General Partner determines in good faith that it is desirable for the Fund to make some but not all of a particular investment, then the Fund may make such investment to such extent and the Managing General Partner or another Affiliate of Xxxxx may co-invest with the Fund in such investment on a side-by-side basis on terms no more favorable than those applicable to the Fund’s share of the investment; (b) any investment by the Xxxxx U.S. Office Value Added Fund, or any other fund or investment program affiliated with Xxxxx which has investment policies and objectives which differ substantially from those of the Fund and which, in the good faith judgment of the Managing General Partner, does not compete in any material way for investments that would be suitable for the Fund; (c) any investment in an office building more than 75% leased to a single tenant under a lease having at least two years remaining on its term (excluding extension options);
Sample 1
Outside Investments. So long as the Fund has the capacity to make new Investments, neither the General Partner nor any other Affiliate of Xxxxx will make any equity investment which satisfies the Investment Guidelines (other than through an interest in the Fund); provided that such restriction shall not apply to the following: (a) any investment which the General Partner has decided not to make or pursue based on a good faith determination that such investment is inappropriate or inadvisable for the Fund, whether due to capacity, diversification, rate of return objectives or other considerations; provided that to the extent the General Partner determines in good faith that it is desirable for the Fund to make some but not all of a particular investment, then the Fund may make such investment to such extent and the General Partner or another Affiliate of Xxxxx (alone or with other Strategic Investors) may co-invest with the Fund in such investment on a side-by-side basis on terms no more favorable than those applicable to the Fund's share of the investment; (b) any investment by the Xxxxx U.S. Office Value Added Fund, or any other fund or investment program affiliated with Xxxxx which has investment policies and objectives which differ substantially from those of the Fund and which, in the good faith judgment of the General Partner, does not compete in any material way for investments that would be suitable for the Fund; (c) any investment in an office building more than 75% leased to a single tenant under a lease having at least two years remaining on its term (excluding extension options); (d) any non-brokered suburban office asset with a purchase price of $65 million or less that was originated by GECC for HSOV; (e) passive investments (i.e., investments which do not involve active participation in management by any Affiliate of Xxxxx); and (f) any investment made by NOP or HSOV pursuant to an investment opportunity allocated to NOP or HSOV in accordance with the Xxxxx investment allocation procedure described in Schedule 4.4.
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Outside Investments. Employee shall not directly or indirectly make, obtain or retain any investment of more than $10,000 in any business which, in Employer's reasonable discretion, competes with Employer.
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Outside Investments. 26 SECTION 4.5 Transactions with Affiliates.................................................. 27 SECTION 4.6 Strategic Investors........................................................... 27 SECTION 4.7 Other Activities not Restricted............................................... 28 SECTION 4.8 General Partner as Limited Partner............................................ 28
Sample 1
Outside Investments. The terms of this Section 3 shall not prevent the Executive from investing his assets in such form or manner as he chooses.
Sample 1
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Related to Outside Investments

  • Outside Interests Executive shall not, without the prior written consent of the Company, directly or indirectly, during the term of this Agreement, other than in the performance of duties naturally inherent to the business of the Company and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that Executive may attend to outside investments, and serve as a director, trustee or officer of, or otherwise participate in, educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with his full-time employment hereunder.

  • Other Investments Other than equity securities held in the ordinary course of business for cash management purposes, the Company does not own or hold the right to acquire any equity securities, ownership interests or voting interests (including voting debt) of, or securities exchangeable or exercisable therefor, or investments in, any other Person.

  • PIPE Investment (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

  • Eligible Investments 19 ERISA .....................................................................................20

  • The Investment Account; Eligible Investments (a) Not later than the Withdrawal Date, the Master Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit in the Investment Account, in an amount representing: (i) Scheduled installments of principal and interest on the Mortgage Loans received or advanced by the applicable Servicers which were due on the related Due Date, net of the Servicing Fees due the applicable Servicers and less any amounts to be withdrawn later by the applicable Servicers from the applicable Buydown Fund Accounts; (ii) Payoffs and the proceeds of other types of liquidations of the Mortgage Loans received by the applicable Servicer for such Mortgage Loans during the applicable Payoff Period, with interest to the date of Payoff or liquidation less any amounts to be withdrawn later by the applicable Servicers from the applicable Buydown Fund Accounts; and (iii) Curtailments received by the applicable Servicers in the Prior Period. At its option, the Master Servicer may invest funds withdrawn from the Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and Liquidation Proceeds previously received by the Master Servicer (including amounts paid by the Company in respect of any Purchase Obligation or its substitution obligations set forth in Section 2.07 or Section 2.08 or in connection with the exercise of the option to terminate this Agreement pursuant to Section 9.01) for its own account and at its own risk, during any period prior to their deposit in the Certificate Account. Such funds, as well as any funds which were withdrawn from the Custodial Accounts for P&I on or before the Withdrawal Date, but not yet deposited into the Certificate Account, shall immediately be deposited by the Master Servicer with the Investment Depository in an Investment Account in the name of the Master Servicer and the Trust for investment only as set forth in this Section 3.03. The Master Servicer shall bear any and all losses incurred on any investments made with such funds and shall be entitled to retain all gains realized on such investments as additional servicing compensation. Not later than the Business Day prior to the Distribution Date, the Master Servicer shall deposit such funds, net of any gains (except Payoff Earnings) earned thereon, in the Certificate Account. (b) Funds held in the Investment Account shall be invested in (i) one or more Eligible Investments which shall in no event mature later than the Business Day prior to the related Distribution Date (except if such Eligible Investments are obligations of the Trustee, such Eligible Investments may mature on the Distribution Date), or (ii) such other instruments as shall be required to maintain the Ratings.

  • 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.

  • Independent Investment No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Securities.

  • Investment Funds Unregistered general or limited partnerships or pooled investment vehicles and/or registered investment companies in which the Company (directly, or indirectly through the Master Fund) invests its assets that are advised by an Investment Manager.

  • The Investment The Investors intend to subscribe for and purchase from the Company, and the Company intends to issue and sell to the Investors, as an investment in the Company, the securities as described herein. The securities to be purchased at the closing are common shares, par value $0.0001, of the Company (“Common Shares”).

  • Distributions; Investments Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so. Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock.

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