REISMAN & ASSOCIATES, P Sample Clauses

REISMAN & ASSOCIATES, P. A., LEGAL OPINION. The Company shall hxxx xxxnished to the members of the Underwriting Group an opinion, dated the Closing Date, addressed to the members of the Underwriting Group, from Reisman & Associates, P.A., legal counsel to the Company, to txx xxxxct that based upon a review by them of the Registration Statement, Prospectus, the Company's articles of incorporation, bylaws and relevant corporate proceedings and contracts, an examination of such statutes they deem necessary and based upon such other investigation by such legal counsel as they deem necessary to express such opinion: (i) The Company and each of its subsidiaries, if any, have been duly incorporated and are validly existing corporations in good corporate standing under the laws of the state in which it was incorporated, with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the Registration Statement and Prospectus. (ii) The Company has authorized and outstanding securities as set forth in the Registration Statement and Prospectus; the outstanding securities of the Company and each of its subsidiaries, if any, and the Securities conform to the statements concerning them in the Registration Statement and Prospectus; the outstanding securities of the Company and each of its subsidiaries, if any, have been duly and validly issued and are fully paid and nonassessable and contain no preemptive rights; the Securities being sold by the Company to the Underwriting Group, the Representative's Warrants and the Representative's Class A Warrants have been duly and validly authorized and, upon issuance thereof and payment therefor in accordance with this Agreement and the Representative's Warrants and Representative's Class A Warrants will be duly and validly issued, fully paid and nonassessable and will not be subject to the preemptive rights of any shareholder of the Company. (iii) To legal counsel's knowledge, no consents, approvals, authorizations or orders of agencies, officers or other regulatory authorities are known to such legal counsel which are necessary for the valid authorization, issue or sale of the Securities being sold by the Company to the Underwriting Group hereunder, except as required under the Act or the securities laws of the states in which the Securities are qualified or except as required by the NASD. (iv) To legal counsel's knowledge, the issuance and sale of the Securities being sold by the Company to the Under...
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Related to REISMAN & ASSOCIATES, P

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

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

  • Investment Company Status The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

  • Investment and Holding Company Status Neither the Borrower nor any of its Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

  • 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.

  • Managing Director 1. The Managing Director shall be appointed by the Board of Governors from among candidates having the nationality of an ESM Member, relevant international experience and a high level of competence in economic and financial matters. Whilst holding office, the Managing Director may not be a Governor or Director or an alternate of either. 2. The term of office of the Managing Director shall be five years. He or she may be re-appointed once. The Managing Director shall, however, cease to hold office when the Board of Governors so decides. 3. The Managing Director shall chair the meetings of the Board of Directors and shall participate in the meetings of the Board of Governors. 4. The Managing Director shall be chief of the staff of the ESM. He or she shall be responsible for organising, appointing and dismissing staff in accordance with staff rules to be adopted by the Board of Directors. 5. The Managing Director shall be the legal representative of the ESM and shall conduct, under the direction of the Board of Directors, the current business of the ESM.

  • Investment Adviser The Buyer is an investment adviser registered under the Investment Advisers Act of 1940.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Investment Company Act Status The Company is not, and as a result of the consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement the Company will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

  • Associate Professor An Associate Professor is a member of a Faculty of the University who shall ordinarily have the following minimum qualifications: (a) A doctoral degree; (b) Successful experience in university teaching; (c) A significant record of scholarship as defined in Article 1.1(n). (d) A satisfactory record of service to the University, the profession, and the community, as defined in article 8.4.12 and 11.1.14.

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