Private Investments Sample Clauses

Private Investments. Notwithstanding anything in the Agreement to the contrary, the following shall apply with respect to Private Investments: (a) Customer will arrange for the physical and not, for the avoidance of doubt, electronic, delivery of an Investment File to BNY Mellon, a Subcustodian or a Depository, as applicable, accompanied by an Instruction which clearly identifies the contents of such Investment File; provided that BNY Mellon, a Subcustodian or a Depository may, in its reasonable discretion, reject any Investment File and/or any Documentation contained therein which BNY Mellon, such Subcustodian or such Depository has determined to be ineligible for deposit or which otherwise cannot be held for safekeeping by BNY Mellon, the Subcustodian or the Depository. BNY Mellon shall provide reasonable notice to the Customer of BNY Mellon’s rejection of any Investment File or related Documentation; provided, that BNY Mellon makes no representation as to a Subcustodian’s or a Depository’s ability to provide such notice and BNY Mellon shall not incur any liability arising out of such Subcustodian’s or Depository’s failure to provide such notice. If an Investment File is accepted, BNY Mellon will generate an asset identifying number to track the Investment File and credit the Investment File to the Account of the Customer. BNY Mellon will safekeep such Investment File and shall segregate on its books and records the Investment Files of the Customer from those relating to any other persons. Under no circumstances will BNY Mellon be required to issue a trust receipt (or similar instrument) with respect to any Investment File or its contents. (b) It is understood and agreed that BNY Mellon will accept any file purporting to be an Investment File “as is” and without any independent examination thereof. BNY Mellon shall be under no obligation to determine the sufficiency of any Investment File, to review, verify, validate or otherwise inspect the contents of an Investment File or to provide any certification with respect thereto. Subject to Section 3(a) above, acceptance of Investment Files by BNY Mellon is based solely on the Customer’s description and representations regarding the contents thereof and any other documentation that BNY Mellon reasonably requests to obtain reasonable comfort that such Investment File is what the Customer purports such Investment File to be, it being understood that none of BNY Mellon nor any Subcustodian or Depository, as applicable, shall have an...
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Private Investments. Treasury staff may freely invest in shareholdings and other securities unless the nature of their work is such as to require constraints on this. They must not be involved in taking any decision which could affect the value of their private investments, or the value of those on which they give advice to others; or use information acquired in the course of their work to advance their private financial interests or those of others. All staff should familiarise themselves with the rules and guidance set out in Dealings in Securities and Other Assets. Staff must therefore declare to their Team Leader or Senior Management any business interests (including directorships) or holdings of shares or other securities which they or members of their immediate family (spouse, including partner where relevant, and children) hold, to the extent which they are aware of them, which they would be able to further as a result of their official position. They must comply with any subsequent instructions from the Treasury regarding the retention, disposal or management of such interests. Staff who become bankrupt or insolvent must report the fact to HR. Staff must let HR know if they are arrested and refused bail, or if they are convicted of any criminal offence. This does not apply to a traffic offence unless an official car was involved, or the penalty included imprisonment or disqualification from driving.
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Private Investments. The General Partner may, from time to time, invest the capital of the Partnership in Private Investments and carry such investments in a side pocket memorandum account and value those investments at fair value or cost as determined by the General Partner. Limited Partners who withdraw from the Partnership will not be able to withdraw their interest in any of their Private Investment Sub-Account(s) until a Recognition Event occurs with respect to such Private Investment, such as a cash sale, an exchange for marketable securities, any in-kind distribution or an Initial Public Offering. Consistent with this approach, the General Partner will not take any performance allocation with respect to any Private Investment until the recognition event occurs with respect thereto. In addition, any distribution to such withdrawing Limited Partner shall be net of any costs or expenses owed either the Partnership or the General Partner. A “Recognition Event” includes, but is not limited to: (i) a sale of the Private Investment, (ii) an exchange of the Private Investment for an investment that is not a Private Investment (iii) any in-kind distribution of the Private Investment to the Limited Partners, or (iv) when a market quote becomes readily available or some other event occurs where quotations are available individually.
Sample 1
Private Investments. ‌ The Fund Manager or the manager(s) associated with a Series invest the capital of a Series of the Company in Private Investments and value those investments at fair value or cost as determined by the Fund Manager or the manager(s) associated with a Series (a “Private Investment Sub-Account”). Members will not be able to withdraw their Interest in any of their Private Investment(s) until a “Recognition Event” occurs with respect to such Private Investment; such as a cash sale, an exchange for marketable securities, any in- kind distribution or an Initial Public Offering. A “Recognition Event” includes, but is not limited to: (i) a sale of the Private Investment, (ii) an exchange of the Private Investment for an investment that is not a Private Investment, (iii) any in-kind distribution of the Private Investment to the Members, or (iv) when a market quote becomes readily available or some other event occurs where quotations are available individually.
Sample 1
Private Investments. Occasionally, the Firm provides advice, due diligence and/or ongoing monitoring on private investments. Fees for these services are charged based on the initial capital investment, the K-1 valuation or the valuation provided by the General Partner, whichever is most recent. The value of the private investments are included in the billable AUM and fees are calculated per the agreed to schedule.
Sample 1
Private Investments. Parent shall use its commercially reasonable efforts to obtain the Additional Private Investment prior to the Closing on terms reasonably acceptable to the Company, and the Company agrees to, and shall cause its Subsidiaries and Affiliates to, reasonably cooperate with Parent in connection therewith.
Sample 1

Related to Private Investments

  • 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.

  • Real Estate Investment Trust Commencing with its taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

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

  • 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.

  • Not an Investment Adviser The Company acknowledges that Xxxxxx Xxxxxxx is not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of Xxxxxx Xxxxxxx, and Xxxxxx Xxxxxxx is not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. The Company’s engagement of Xxxxxx Xxxxxxx is not intended to confer rights upon any person (including the Fund or any shareholders, members, employees or creditors of the Company or the Fund) not a party hereto as against Xxxxxx Xxxxxxx or its affiliates, or their respective directors, trustees, officers, employees or agents, successors, or assigns.

  • 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.

  • 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”).

  • Legal Investment On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.

  • 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.

  • 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.

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