Pursuant to Sections 4. 02(a) and 4.02(b) of the Partnership Agreement, effective as of the applicable issuance date of any issuance of shares of Series C Preferred Stock by the General Partner, the Partnership will issue Series C Preferred Units to the General Partner in an amount that will be reflected on Schedule A to the Partnership Agreement, as such Schedule A may be amended or restated by the General Partner in its sole discretion from time to time to the extent necessary to reflect such issuances, but in no event shall the aggregate number of Series C Preferred Units issued pursuant to this Amendment exceed 3,680,000 or such greater number of shares of Series C Preferred Stock as may be hereafter authorized for issuance by the General Partner. The Series C Preferred Units have been created and are being issued in conjunction with the General Partner’s issuance and sale of the Series C Preferred Stock, and as such, the Series C Preferred Units are intended to have designations, preferences and other rights and terms that are substantially the same as those of the Series C Preferred Stock, all such that the economic interests of the Series C Preferred Units and the Series C Preferred Stock are substantially similar, and the provisions, terms and conditions of this Amendment, including without limitation the attached Annex B, shall be interpreted in a fashion consistent with this intent. In return for the issuance to the General Partner of the Series C Preferred Units, the General Partner has contributed to the Partnership the net proceeds from its issuance and sale of the Series C Preferred Stock (the General Partner’s capital contribution shall be deemed to equal the amount of the gross proceeds of that share issuance (i.e., the net proceeds actually contributed, plus any underwriter’s discount or other expenses incurred, with any such discount or expense deemed to have been incurred by the General Partner on behalf of the Partnership)).
Pursuant to Sections 4. 4(a), (c) and (e) and Section 4.7 of the Titling Company Agreement, [all of the outstanding Certificates] [Certificates Nos. [__] and [__]] related to the [______] Series[, [Class [__]] (collectively, the “Pledged Certificates”), [each] designated pursuant to the Titling Company Specification Notice dated as of [______ __], 20__, a true and complete copy of which is attached as Exhibit A, have been pledged by [______] and [______], the [ ] existing registered Holders thereof (collectively, the “Pledgors”), to [______] and [______] (collectively, the “Pledgees”).
Pursuant to Sections 4. 1 and 7.3 of the Agreement and Declaration of Trust of AmeriPrime Advisors Trust and effective upon the execution of this document, the undersigned, being a majority of the trustees of AmeriPrime Advisors Trust, hereby change the name of the "Taxable Money Market Fund" series to the "Liquid Green Money Market Fund" series. The relative rights and preferences of the series shall be those rights and preferences set forth in Section 4.2 of the Agreement and Declaration of Trust of AmeriPrime Advisors Trust.
Pursuant to Sections 4. 4 and 5.2, the Executive is subject to certain non-competition covenants set forth in the Non-Competition Agreement referred to in the Revlon Executive Severance Policy, which covenants extend beyond the Executive's termination of employment. If prior to January 1, 2003 the Executive shall terminate his employment pursuant to Section 4.4. or the Company shall terminate the Executive's employment other than for Cause pursuant to Section 4.3, then the restrictions on entering competitive employment otherwise applicable shall not survive more than 12 months following any such termination of employment (but all other covenants shall remain applicable in accordance with their terms).
Pursuant to Sections 4. 1 and 7.3 of the Agreement and Declaration of Trust of AmeriPrime Funds, and effective upon the execution of this document, the undersigned, being a majority of the trustees of AmeriPrime Funds, hereby:
(a) establish a new series of shares of the Trust and designate such series as the "Ariston Internet Convertible Fund" with two classes of shares, designated the "Premier Class" and the "Elite Class,"
(b) abolish the series designated as the MAI Enhanced Equity Benchmark Fund, MAI Enhanced Growth & Income Fund, MAI Enhanced Aggressive Growth Fund, MAI Enhanced Income Fund, MAI Enhanced Capital Appreciation Fund, MAI Enhanced Global Fund and the Worthington Theme Fund.
(c) change the designation of the series of shares designated as the "Marathon Value Fund" to the "Marathon Value Portfolio."
(d) the relative rights and preferences of each designated series shall be those rights and preferences set forth in Section 4.2 of the Agreement and Declaration of Trust of AmeriPrime Funds.
Pursuant to Sections 4. 1 AND 5.1 of the Disbursement Agreement, you are -------------------- hereby directed to liquidate Government Securities (to the extent required) in the Interest Reserve Account and pay to the Trustee on _____________ (the "INTEREST PAYMENT DATE") $_____________ of funds from the Interest Reserve Account. The undersigned hereby certifies that payments in an amount equal to such sums will be due and payable on the Notes on the Interest Payment Date. Please confirm the transfer described above by returning a notice of confirmation to the undersigned at the address set forth above. ISLE OF CAPRI BLACK HAWK L.L.C., a Colorado limited liability company By:_______________________________ Name:_____________________________ Title:____________________________ By:_______________________________ Name:_____________________________ Title:____________________________ CASH COLLATERAL AND DISBURSEMENT AGREEMENT EXHIBIT D FORM OF COMPLETION RESERVE DISBURSEMENT REQUEST AND CERTIFICATE --------------------------------------------------------------- [Date] IBJ Xxxxxxxx Bank & Trust Company, as Disbursement Agent Xxx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Completion Reserve Disbursement Request No. _____________ under Cash Collateral and Disbursement Agreement Amount Requested: $ -------------------- Ladies and Gentlemen: Isle of Capri Black Hawk L.L.C., a Colorado limited liability company (the "COMPANY"), hereby submits this Completion Reserve Disbursement Request and Certificate (this "REQUEST") pursuant to that certain Cash Collateral and Disbursement Agreement dated as of August 20, 1997 (as amended, supplemented or otherwise modified from time to time, the "DISBURSEMENT AGREEMENT"), to which you are a party. Capitalized terms used herein without definition shall have the meanings assigned in the Disbursement Agreement. The Company hereby requests that you, in your capacity under the Disbursement Agreement, disburse $___________________ (the "DISBURSEMENT") from the Completion Reserve Account to the Construction Disbursement Account, so that the Company may use the funds disbursed to complete and operate the Isle-Black Hawk. In connection with the requested Disbursement, the Company represents, warrants and certifies as follows:
Pursuant to Sections 4. 4 and 5.2, the Executive is subject to certain non-competition covenants set forth in the Non-Competition Agreement referred to in the Revlon Executive Severance Policy, which covenants extend beyond the Executive's termination of employment.
Pursuant to Sections 4. 1 and 7.3 of the Agreement and Declaration of Trust of AmeriPrime Advisors Trust and effective upon the execution of this document, the undersigned, being a majority of the trustees of AmeriPrime Advisors Trust, hereby change the name of the "Enhans RT SPDR Fund" series to the "Enhans RT 500 Fund" and the "Enhans RT Sector Fund" series to the "Enhans Master Investor Fund." The relative rights and preferences of the Series shall be those rights and preferences set forth in Section 4.2 of the Agreement and Declaration of Trust of AmeriPrime Advisors Trust.
Pursuant to Sections 4. 1 and 7.3 of the Agreement and Declaration of Trust of AmeriPrime Advisors Trust and effective upon execution of this document, the undersigned, being a majority of the trustees of AmeriPrime Advisors Trust, hereby abolish the series designated as the "Ensemble Community Technology Fund", the "Ensemble Community Flagship Fund" and the "Ensemble Partners Equity Fund."
Pursuant to Sections 4. 1 and 7.3 of the Agreement and Declaration of Trust of AmeriPrime Advisors Trust and effective upon the execution of this document, the undersigned, being a majority of the trustees of AmeriPrime Advisors Trust, hereby change the name of the "Stoneridge Small Cap Equity Fund" to "StoneRidge Small Cap Equity Fund," "Stoneridge Equity Fund" to "StoneRidge Equity Fund" and "Stoneridge Bond Fund" to "StoneRidge Bond Fund." The relative rights and preferences of each Series shall be those rights and preferences set forth in Section 4.2 of the Agreement and Declaration of Trust of AmeriPrime Funds.
