Purpose and Powers of the Company. (a) The purpose of the Company is to make Investments, either directly or indirectly, through Subsidiaries or other Persons. (b) In furtherance of such purpose, subject to Section 6.10, the Company, either directly or indirectly, shall have the following powers: (i) to form, invest in or through, transfer, dispose of or otherwise deal in the interests of, and exercise all rights, powers, privileges and other incidents of ownership with respect to, investment and financing vehicles (formed in the United States or otherwise) which hold one or more Investments, including, without limitation, investment and financing vehicles that are wholly or partially controlled, managed or administered by a Member, the Servicer or any of their Affiliates, and investment and financing vehicles that are partially owned by Persons other than the Company (including but not limited to Persons that may be controlled, managed or administered by a Member, the Servicer or any of their Affiliates), and investment vehicles formed for the purpose of making and administering revolving credit investments; (ii) to purchase or otherwise acquire, transfer, dispose of or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments without regard to whether such Investments are publicly traded, readily marketable or restricted as to transfer; (iii) to incur indebtedness for borrowed money, and to pledge, hypothecate, mortgage, collaterally assign, or otherwise grant security interests or liens on any Company assets, including without limitation the Capital Commitments and the power and authority to call the Capital Commitments; (iv) to guarantee, or otherwise become liable for, the obligations of other Persons, including Portfolio Companies; (v) to engage personnel and do such other acts and things as may be necessary or advisable in connection with the powers hereunder; (vi) to engage and compensate attorneys, accountants, investment advisors, technical advisors, consultants, custodians, contractors and agents; (vii) to pay and incur other expenses and obligations incident to the operation of the Company, including Organizational Expenses; (viii) to establish, maintain, and close bank accounts and draw checks or other orders for the payment of money; (ix) to enter into, make and perform all such contracts, agreements and other undertakings, and to take any and all actions and engage in any and all activities, as may be incidental to, or necessary, advisable or appropriate to, the carrying out of the foregoing purpose; and (x) to take any other action permitted to be taken by a limited liability company under the Act. (c) The Company may enter into and perform Subscription Agreements among the Company and each Member, without any further act, vote or approval of any Member notwithstanding any other provision of this Agreement, the Act or any other applicable law, rule or regulation.
Appears in 4 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Solar Senior Capital Ltd.), Limited Liability Company Agreement (Solar Capital Ltd.)
Purpose and Powers of the Company. (a) The purpose of the Company is to make Investments, either directly or indirectly, indirectly through Subsidiaries or other Persons.
(b) In furtherance of such purpose, subject to Section 6.10, the Company, either directly or indirectly, shall have the following powers:
(i) to form, invest in or through, transfer, dispose of or otherwise deal in the interests of, and exercise all rights, powers, privileges and other incidents of ownership with respect to, investment and financing vehicles (formed in the United States or otherwise) which hold one or more Investments, including, without limitation, investment and financing vehicles that are wholly or partially controlled, managed or administered by a Member, the Servicer or any of their Affiliates, and investment and financing vehicles that are partially owned by Persons other than the Company (including but not limited to Persons that may be controlled, managed or administered by a Member, the Servicer or any of their Affiliates), and investment vehicles formed for the purpose of making and administering revolving credit investments;
(ii) to purchase or otherwise acquire, transfer, dispose of or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments without regard to whether such Investments are publicly traded, readily marketable or restricted as to transfer;
(iii) to incur indebtedness for borrowed money, and to pledge, hypothecate, mortgage, collaterally assign, or otherwise grant security interests or liens on any Company assets, including without limitation the Capital Commitments and the power and authority to call the Capital Commitments;
(iv) to guarantee, or otherwise become liable for, the obligations of other Persons, including Portfolio Companies;
(v) to engage personnel and do such other acts and things as may be necessary or advisable in connection with the powers hereundertherewith;
(vi) to engage and compensate attorneys, accountants, investment advisors, technical advisors, consultants, custodians, contractors and agents;
(vii) to pay and incur other expenses and obligations incident to the operation of the Company, including Organizational Expenses;
(viii) to establish, maintain, and close bank accounts and draw checks or other orders for the payment of money;
(ix) to enter into, make and perform all such contracts, agreements and other undertakings, and to take any and all actions and engage in any and all activities, as may be incidental to, or necessary, advisable or appropriate to, the carrying out of the foregoing purpose; and
(x) to take any other action permitted to be taken by a limited liability company under the Act.
(c) The Company may enter into and perform Subscription Agreements among the Company and each Member, without any further act, vote or approval of any Member notwithstanding any other provision of this Agreement, the Act or any other applicable law, rule or regulation.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Solar Capital Ltd.), Limited Liability Company Agreement (Solar Senior Capital Ltd.)
Purpose and Powers of the Company. (a) The purpose of the Company is to make Investments, either directly or indirectly, indirectly through Subsidiaries or other Persons, primarily in Senior Debt that is issued by middle market companies (including related Revolving Credit Investments) or in Broadly Syndicated Loans.
(b) In furtherance of such purpose, subject to Section 6.10, purpose the Company, either directly or indirectly, shall have the following powers:
(i) to form, invest in or through, transfer, dispose of or otherwise deal in the interests of, and exercise all rights, powers, privileges and other incidents of ownership with respect to, investment and financing vehicles (formed in the United States or otherwise) which hold one or more Investments, including, without limitation, investment and financing vehicles that are wholly or partially controlled, managed or administered by a Member, the Servicer Administrative Agent or any of their Affiliates, and investment and financing vehicles that are partially owned by Persons other than the Company (including but not limited to Persons that may be controlled, managed or administered by a Member, the Servicer Administrative Agent or any of their Affiliates), and investment vehicles formed for the purpose of making and administering revolving credit investmentsRevolving Credit Investments and allocating related Profit or Loss;
(ii) to purchase or otherwise acquire, transfer, dispose of or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments without regard to whether such Investments are publicly traded, readily marketable or restricted as to transfer;
(iii) to incur indebtedness for borrowed money, and to pledge, hypothecate, mortgage, collaterally assign, or otherwise grant security interests or liens on any Company assets, including without limitation the Capital Commitments and the power and authority to call the Capital Commitments;
(iv) to guarantee, or otherwise become liable for, the obligations of other Persons, including Portfolio Companies;
(v) to engage personnel and do such other acts and things as may be necessary or advisable in connection with the powers hereundertherewith;
(vi) to engage and compensate attorneys, accountants, investment advisors, technical advisors, consultants, custodians, contractors and agents;
(vii) to pay and incur other expenses and obligations incident to the operation of the Company, including Organizational Expenses;
(viii) to establish, maintain, and close bank accounts and draw checks or other orders for the payment of money;
(ix) to establish, maintain, and close accounts with brokers;
(x) to enter into, make and perform all such contracts, agreements and other undertakings, and to take any and all actions and engage in any and all activities, as may be incidental to, or necessary, advisable or appropriate to, the carrying out of the foregoing purpose; and
(xxi) to take any other action permitted to be taken by a limited liability company under the Act.
(c) The Company may enter into and perform Subscription Agreements among the Company and each Member, without any further act, vote or approval of any Member notwithstanding any other provision of this Agreement, the Act or any other applicable law, rule or regulation.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Golub Capital Investment Corp), Limited Liability Company Agreement (Golub Capital BDC, Inc.)
Purpose and Powers of the Company. (a) The purpose of the Company is to make Investments, either directly or indirectly, through Subsidiaries or other Persons. The Company will target five percent (5%) positions on average once the portfolio is fully ramped with overall investment sizes determined in conjunction with diversity requirements of financing arrangements. Investment sizes will also take into consideration any regulated investment company tax or regulatory requirements and/or limitations of Solar.
(b) In furtherance of such purpose, subject to Section 6.10, the Company, either directly or indirectly, shall have the following powers:
(i) to form, invest in or through, transfer, dispose of or otherwise deal in the interests of, and exercise all rights, powers, privileges and other incidents of ownership with respect to, investment and financing vehicles (formed in the United States or otherwise) which hold one or more Investments, including, without limitation, investment and financing vehicles that are wholly or partially controlled, managed or administered by a Member, the Servicer or any of their Affiliates, and investment and financing vehicles that are partially owned by Persons other than the Company (including but not limited to Persons that may be controlled, managed or administered by a Member, the Servicer or any of their Affiliates), and investment vehicles formed for the purpose of making and administering revolving credit investments;
(ii) to purchase or otherwise acquire, transfer, dispose of or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments without regard to whether such Investments are publicly traded, readily marketable or restricted as to transfer;
(iii) to incur indebtedness for borrowed money, and to pledge, hypothecate, mortgage, collaterally assign, or otherwise grant security interests or liens on any Company assets, including without limitation the Capital Commitments and the power and authority to call the Capital Commitments;
(iv) to guarantee, or otherwise become liable for, the obligations of other Persons, including Portfolio Companies;
(v) to engage personnel and do such other acts and things as may be necessary or advisable in connection with the powers hereunder;
(vi) to engage and compensate attorneys, accountants, investment advisors, technical advisors, consultants, custodians, contractors and agents;
(vii) to pay and incur other expenses and obligations incident to the operation of the Company, including Organizational Expenses;
(viii) to establish, maintain, and close bank accounts and draw checks or other orders for the payment of money;
(ix) to enter into, make and perform all such contracts, agreements and other undertakings, and to take any and all actions and engage in any and all activities, as may be incidental to, or necessary, advisable or appropriate to, the carrying out of the foregoing purpose; and
(x) to take any other action permitted to be taken by a limited liability company under the Act.
(c) The Company may enter into and perform Subscription Agreements among the Company and each Member, without any further act, vote or approval of any Member notwithstanding any other provision of this Agreement, the Act or any other applicable law, rule or regulation.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Solar Capital Ltd.)
Purpose and Powers of the Company. (a) The purpose of the Company is to make Investments, either directly or indirectly, indirectly through Subsidiaries or other Persons.
(b) In furtherance of such purpose, subject to Section 6.107.7, the Company, either directly or indirectly, shall have the following powers:
(i) to form, invest in or through, transfer, dispose of or otherwise deal in the interests of, and exercise all rights, powers, privileges and other incidents of ownership with respect to, investment and financing vehicles (formed in the United States or otherwise) which hold one or more Investments, including, without limitation, investment and financing vehicles that are wholly or partially controlled, managed or administered by a Member, the Servicer or any of their Affiliates, and investment and financing vehicles that are partially owned by Persons other than the Company (including but not limited to Persons that may be controlled, managed or administered by a Member, the Servicer or any of their Affiliates), and investment vehicles formed for the purpose of making and administering revolving credit investments;
(ii) to purchase or otherwise acquire, transfer, dispose of or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments without regard to whether such Investments are publicly traded, readily marketable or restricted as to transfer;
(iii) to incur indebtedness for borrowed money, and to pledge, hypothecate, mortgage, collaterally assign, or otherwise grant security interests or liens on any Company assets, including including, without limitation limitation, the Company’s right, title and interest in the Capital Commitments and Commitments, the obligation of the Members to make Capital Contributions, the power and authority to call the Capital Commitments, the Company’s account into which the payment by Members of their Capital Contributions are to be made and the right to exercise the remedies set forth in this Agreement or in law or equity upon default by any Member in the payment of its Capital Contribution (and, in connection with any such indebtedness, each Member understands, acknowledges and agrees that the Members shall be absolutely and unconditionally obligated to fund Capital Contributions called, subject to the terms of this Agreement, by the Company or the applicable lender to repay such indebtedness without setoff, counterclaim or defense, including any defense of fraud or mistake or any defense under any bankruptcy or insolvency law, including Section 365 of the U.S. Bankruptcy Code);
(iv) to guarantee, or otherwise become liable for, the obligations of other Persons, including Portfolio Companies;
(v) to engage personnel and do such other acts and things as may be necessary or advisable in connection with the powers hereundertherewith;
(vi) to engage and compensate attorneys, accountants, investment advisors, technical advisors, consultants, custodians, contractors and agents;
(vii) to pay and incur other expenses and obligations incident to the operation of the Company, including Organizational Expenses;
(viii) to establish, maintain, and close bank accounts and draw checks or other orders for the payment of money;
(ix) to enter into, make and perform all such contracts, agreements and other undertakings, and to take any and all actions and engage in any and all activities, as may be incidental to, or necessary, advisable or appropriate to, the carrying out of the foregoing purpose; and
(x) to take any other action permitted to be taken by a limited liability company under the Act.
(c) The Company may enter into and perform Subscription Agreements among the Company and each Member, without any further act, vote or approval of any Member notwithstanding any other provision of this Agreement, the Act or any other applicable law, rule or regulation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (SLR Investment Corp.)
Purpose and Powers of the Company. (a) The purpose of the Company is to make Investments, either directly or indirectly, indirectly through Subsidiaries or other Persons.
(b) In furtherance of such purpose, subject to Section 6.106.10 hereof, the Company, either directly or indirectly, shall have the following powers:
(i) to form, invest in or through, transfer, dispose of or otherwise deal in the interests of, and exercise all rights, powers, privileges and other incidents of ownership with respect to, investment and financing vehicles (formed in the United States or otherwise) which hold one or more Investments, including, without limitation, investment and financing vehicles that are wholly or partially controlled, managed or administered by a Member, the Servicer or any of their Affiliates, and investment and financing vehicles that are partially owned by Persons other than the Company (including but not limited to Persons that may be controlled, managed or administered by a Member, the Servicer or any of their Affiliates), and investment vehicles formed for the purpose of making and administering revolving credit investments;
(ii) to purchase or otherwise acquire, transfer, dispose of or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments without regard to whether such Investments are publicly traded, readily marketable or restricted as to transfer;
(iii) to incur indebtedness for borrowed money, and to pledge, hypothecate, mortgage, collaterally assign, or otherwise grant security interests or liens on any Company assets, including without limitation the Capital Commitments and the power and authority to call the Capital Commitments;
(iv) to guarantee, or otherwise become liable for, the obligations of other Persons, including Portfolio Companies;
(v) to engage personnel and do such other acts and things as may be necessary or advisable in connection with the powers hereundertherewith;
(vi) to engage and compensate attorneys, accountants, investment advisors, technical advisors, consultants, custodians, contractors and agents;
(vii) to pay and incur other expenses and obligations incident to the operation of the Company, including Organizational Expenses;
(viii) to establish, maintain, and close bank accounts and draw checks or other orders for the payment of money;
(ix) to enter into, make and perform all such contracts, agreements and other undertakings, and to take any and all actions and engage in any and all activities, as may be incidental to, or necessary, advisable or appropriate to, the carrying out of the foregoing purpose; and
(x) to take any other action permitted to be taken by a limited liability company under the Act.
(c) The Company may enter into and perform under Subscription Agreements among the Company and each Member, without any further act, vote or approval of any Member notwithstanding any other provision of this Agreement, the Act or any other applicable law, rule or regulation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Solar Capital Ltd.)
Purpose and Powers of the Company. (a) The purpose of the Company is to make Investments, either directly or indirectly, indirectly through Subsidiaries or other Persons, primarily in Senior Debt and One Stop Loans that are issued by middle market companies (including related Revolving Credit Investments) or in Broadly Syndicated Loans.
(b) In furtherance of such purpose, subject to Section 6.10, purpose the Company, either directly or indirectly, shall have the following powers:
(i) to form, invest in or through, transfer, dispose of or otherwise deal in the interests of, and exercise all rights, powers, privileges and other incidents of ownership with respect to, investment and financing vehicles (formed in the United States or otherwise) which hold one or more Investments, including, without limitation, investment and financing vehicles that are wholly or partially controlled, managed or administered by a Member, the Servicer Administrative Agent or any of their Affiliates, and investment and financing vehicles that are partially owned by Persons other than the Company (including but not limited to Persons that may be controlled, managed or administered by a Member, the Servicer Administrative Agent or any of their Affiliates), and investment vehicles formed for the purpose of making and administering revolving credit investmentsRevolving Credit Investments and allocating related Profit or Loss;
(ii) to purchase or otherwise acquire, transfer, dispose of or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments without regard to whether such Investments are publicly traded, readily marketable or restricted as to transfer;
(iii) to incur indebtedness for borrowed money, and to pledge, hypothecate, mortgage, collaterally assign, or otherwise grant security interests or liens on any Company assets, including without limitation the Capital Commitments and the power and authority to call the Capital Commitments;
(iv) to guarantee, or otherwise become liable for, the obligations of other Persons, including Portfolio Companies;
(v) to engage personnel and do such other acts and things as may be necessary or advisable in connection with the powers hereundertherewith;
(vi) to engage and compensate attorneys, accountants, investment advisors, technical advisors, consultants, custodians, contractors and agents;
(vii) to pay and incur other expenses and obligations incident to the operation of the Company, including Organizational Expenses;
(viii) to establish, maintain, and close bank accounts and draw checks or other orders for the payment of money;
(ix) to establish, maintain, and close accounts with brokers;
(x) to enter into, make and perform all such contracts, agreements and other undertakings, and to take any and all actions and engage in any and all activities, as may be incidental to, or necessary, advisable or appropriate to, the carrying out of the foregoing purpose; and
(xxi) to take any other action permitted to be taken by a limited liability company under the Act.
(c) The Company may enter into and perform Subscription Agreements among the Company and each Member, without any further act, vote or approval of any Member notwithstanding any other provision of this Agreement, the Act or any other applicable law, rule or regulation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Golub Capital BDC 3, Inc.)