Pass-Through Voting Sample Clauses

Pass-Through Voting. In accordance with the requirements of the Investment Company Act, each of New Mountain Finance and AIV Holdings, to the extent so required by the Investment Company Act, and any other Member that is an investment company relying on Section 12(d)(1)(E) of the Investment Company Act shall seek instructions from its security holders with regard to matters submitted to the vote of the Members, and each such Member shall vote only in accordance with such instructions.
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Pass-Through Voting. With respect to Contracts and Accounts that are subject to the 1940 Act, so long as and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges to Contract owners (including, for purposes of this section, policy owners whose cash values are invested in Shares through the Accounts), the Company will provide pass-through voting privileges to Contract owners. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company will be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. With respect to each Account, the Company will vote Shares held by the Account and for which no timely voting instructions are received from the Contract owners, as well as Shares held by the Account that are owned by the Company for its general account, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Shares held by Contract owners without the prior written consent of the Fund, which may be withheld in the Fund's sole discretion.
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Pass-Through Voting. The Company shall provide pass-through voting privileges to all variable Contract owners so long as the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company will vote shares for which it has not received voting instructions in the same proportion as it votes shares for which it has received instructions among each of the Separate Accounts.
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Pass-Through Voting. Notwithstanding anything to the contrary herein, all voting rights of the Parent as the holder of Common Interests shall be passed through to and exercised by the holders of the outstanding shares of the Parent, and the Parent shall vote its Common Interests in the same proportion as its holders vote their outstanding shares.
Sample 1Sample 2
Pass-Through Voting. The Company will provide pass-through voting privileges to all Variable Contract owners so long as the SEC continues to interpret the 1940 Act as requiring pass-through voting privileges for Variable Contract owners. Accordingly, the Company, where applicable, will vote shares of the Funds held in its Separate Accounts in a manner consistent with voting instructions timely received from its Variable Contract owners. The Company will be responsible for assuring that each of its Separate Accounts that participates in a Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies; provided the Trust, the Distributor or the Adviser provides timely notice to the Company of the manner of calculation of such other Participating Insurance Companies. The Company will vote shares for which it has not received timely voting instructions, as well as Shares it owns, in the same proportion as its votes those Shares for which it has received voting
Sample 1Sample 2
Pass-Through Voting. With respect to Contracts and Accounts that are subject to the 1940 Act, so long as and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges to Contract owners (including, for purposes of this section, policy owners whose cash values are invested in Shares through the Accounts), the Companies will provide pass-through voting privileges to Contract owners. The Companies will cooperate with the Fund's proxy mailing and tabulating service and will provide Contract owner information in order to facilitate the proxy mailings and voting. Unless the proxy process is initiated by the Companies, all proxy printing, mailing, tabulating and/or soliciting charges will be at the Fund's (or UBS Global AM's) expense. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Companies will be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. With respect to each Account, the Companies will vote Shares held by the Account and for which no timely voting instructions are received from the Contract owners, as well as Shares held by the Account that are owned by the Companies for their respective general accounts, in the same proportion as the Companies votes Shares held by the Account for which timely voting instructions are received from Contract owners. The Companies and their agents will in no way recommend or oppose or interfere with the solicitation of proxies for Shares held by Contract owners without the prior written consent of the Fund, which may be withheld in the Fund's sole discretion.
Sample 1Sample 2
Pass-Through Voting. With respect to Contracts and Accounts that are subject to the 1940 Act, so long as and to the extent that the SEC or SEC staff interprets the 1940 Act to require pass-through voting privileges to Contract owners (including, for purposes of this section, policy owners whose cash values are invested in Shares through the Accounts), the Company will provide pass-through voting privileges to Contract owners. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company will be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. The Company will distribute to Contract owners and participants, as appropriate, all proxy material furnished by the Fund and, with respect to each Account, the Company will vote Shares held by the Account and for which no timely voting instructions are received from the Contract owners, as well as Shares held by the Account that are owned by the Company for its general account, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Shares held by Contract owners without the prior written consent of the Fund, which may be withheld in the Fund's sole discretion.
Sample 1
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Pass-Through Voting. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote Shares of each Fund of the Investment Company held in a Separate Account or a sub-account thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Investment Company in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or sub-account thereof having a voting interest in the Fund. The Insurer shall vote Shares of a Fund of the Investment Company held in a Separate Account or a sub-account thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as Shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Fund from whom instructions have been timely received. The Insurer shall vote Shares of each Fund of the Investment Company held in its general account, if any, in the same proportion as the votes cast with respect to Shares of the Fund held in all Separate Accounts of the Insurer or sub-accounts thereof, in the aggregate.
Sample 1

Related to Pass-Through Voting

  • Class R Certificates Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

  • Determination of Pass-Through Rates for COFI Certificates The Pass-Through Rate for each Class of COFI Certificates for each Interest Accrual Period after the initial Interest Accrual Period shall be determined by the Trustee as provided below on the basis of the Index and the applicable formulae appearing in footnotes corresponding to the COFI Certificates in the table relating to the Certificates in the Preliminary Statement. Except as provided below, with respect to each Interest Accrual Period following the initial Interest Accrual Period, the Trustee shall not later than two Business Days prior to such Interest Accrual Period but following the publication of the applicable Index determine the Pass-Through Rate at which interest shall accrue in respect of the COFI Certificates during the related Interest Accrual Period. Except as provided below, the Index to be used in determining the respective Pass-Through Rates for the COFI Certificates for a particular Interest Accrual Period shall be COFI for the second calendar month preceding the Outside Reference Date for such Interest Accrual Period. If at the Outside Reference Date for any Interest Accrual Period, COFI for the second calendar month preceding such Outside Reference Date has not been published, the Trustee shall use COFI for the third calendar month preceding such Outside Reference Date. If COFI for neither the second nor third calendar months preceding any Outside Reference Date has been published on or before the related Outside Reference Date, the Index for such Interest Accrual Period and for all subsequent Interest Accrual Periods shall be the National Cost of Funds Index for the third calendar month preceding such Interest Accrual Period (or the fourth preceding calendar month if such National Cost of Funds Index for the third preceding calendar month has not been published by such Outside Reference Date). In the event that the National Cost of Funds Index for neither the third nor fourth calendar months preceding an Interest Accrual Period has been published on or before the related Outside Reference Date, then for such Interest Accrual Period and for each succeeding Interest Accrual Period, the Index shall be LIBOR, determined in the manner set forth below. With respect to any Interest Accrual Period for which the applicable Index is LIBOR, LIBOR for such Interest Accrual Period will be established by the Trustee on the related Interest Determination Date as provided in Section 4.08. In determining LIBOR and any Pass-Through Rate for the COFI Certificates or any Reserve Interest Rate, the Trustee may conclusively rely and shall be protected in relying upon the offered quotations (whether written, oral or on the Reuters Screen) from the Reference Banks or the New York City banks as to LIBOR or the Reserve Interest Rate, as appropriate, in effect from time to time. The Trustee shall not have any liability or responsibility to any Person for (i) the Trustee's selection of New York City banks for purposes of determining any Reserve Interest Rate or (ii) its inability, following a good-faith reasonable effort, to obtain such quotations from the Reference Banks or the New York City banks or to determine such arithmetic mean, all as provided for in this Section 4.07. The establishment of LIBOR and each Pass-Through Rate for the COFI Certificates by the Trustee shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Certificate and the Trustee.

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.

  • Class A Certificate 7 Class A Principal Distribution Amount..........................................................7

  • Tax Certificates 10.5.1 All Limited Partners or Assignees (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) are required to provide the Partnership with a properly completed Tax Certificate.

  • Form of the Certificates (a) The Certificates shall be substantially in the form of Exhibit A. The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.

  • Determination of Pass-Through Rates for LIBOR Certificates (a) On each Interest Determination Date so long as any LIBOR Certificates are outstanding, the Trustee will determine LIBOR on the basis of the British Bankers' Association ("BBA") "

  • Certificate No 1-A-1-[_] Cut-off Date: October 1, 2004 First Distribution Date: November 25, 2004 Last Scheduled Distribution Date: October 25, 2034 Pass-Through Rate: Variable in accordance with the Agreement Initial Certificate Principal Balance of this Certificate $[ ] ("Denomination"): Initial Certificate Principal Balances of all Certificates $70,640,000 of this Class: CUSIP: 576434 WV 2 ISIN: US576434WV28 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ALTERNATIVE LOAN TRUST 2004-11 Mortgage Pass-Through Certificates, Series 2004-11 Class 1-A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance at any time may be less than the Certificate Principal Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the Trust Administrator, the Trustee or the Custodians referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______] is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, UBS Real Estate Securities Inc., as transferor (the "Transferor"), Wells Fargo Bank, National Association, as master servicer (in such capxxxxx, the "Servicer"), trust administrator (in such capacity, the "Trust Administrator") and a custodian, U.S. Bank National Association, as a custodian and as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.

  • Corporate Certificate The Underwriters shall have received at the Time of Closing a certificate, dated as of the Closing Date, signed by the Secretary of the Company, or such other officer(s) of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the person(s) so signing, with respect to: (a) the articles and by-laws of the Company; (b) the resolutions of the Company’s board of directors relevant to the issue and sale of the Offered Securities by the Company and the authorization of this Underwriting Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates and the other agreements and transactions contemplated herein and therein; and (c) the incumbency and signatures of the signing officer(s) of the Company;

  • Ownership Certificates for Tax Purposes The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

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