Required Investments Sample Clauses

Required Investments. (a) As soon as practicable upon deposit of the Escrowed Funds, the Escrow Agent shall invest in accordance with the instructions of the Company and the Initial Purchasers pursuant to Section 2.1(b) all amounts on deposit in the Proceeds Account in readily accessible, unrestricted money market funds that are solely invested in Government Securities; provided, however, beginning 11 months after the date hereof, the Company Deposit may only be invested in cash, cash items, or government securities as described in section 856(c)(4)(A) of the Internal Revenue Code of 1986, as amended. (b) The Company Deposit and the Initial Purchasers Deposit held by the Escrow Agent in the Proceeds Account, shall, at the written direction of the Company and the Initial Purchasers, be invested and reinvested by the Escrow Agent prior to the occurrence of a Special Mandatory Redemption Event (as defined below) or an Event of Default under the Indenture; provided, however, that the Company's and the Initial Purchasers' directions shall be limited to investments or reinvestments in readily accessible, unrestricted money market funds that are solely invested in Government Securities; provided, further, however, beginning 11 months after the date hereof, the Company Deposit may only be invested in cash, cash items, or government securities as described in section 856(c)(4)(A) of the Internal Revenue Code of 1986, as amended. The Escrow Agent hereby agrees that any investments made in accordance with this Article 2 shall be permitted under this Agreement provided that the Trustee shall at all times have control (as such term is defined in Section 8-106 of the UCC) over such investments.
Sample 1
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Required Investments. Subject to Section 2(b) hereof, if as of June 30, 1999 the Senior Leverage Ratio, as evidenced in the Officer's Certificate required pursuant to Section 6.01(e) of the Credit Agreement to be delivered in respect of the fiscal quarter ended June 30, 1999, is greater than 5.5 to 1, then each of Xxxxx and Carousel shall purchase for cash in equal proportions (the "Required Investment"), not later than the fifteenth Business Day after the date such Officer's Certificate has been or should have been delivered pursuant to the Credit Agreement (such earlier date, the "Notice Date"), additional shares of Common Stock of the Borrower at a price per share of $342.51, and the Borrower agrees to issue and sell such shares of Common Stock, for an amount which when applied to outstanding indebtedness of the Borrower would cause the Senior Leverage Ratio to be reduced to (but not below) 5.5 to 1 as of June 30, 1999. Neither Xxxxx nor Carousel shall have any obligation under this Agreement to make or cause to be made any investment in the Borrower other than the Required Investment.
Sample 1
Required Investments. Paid-in-Capital....
Sample 1
Required Investments. The Company will at all times maintain Investments of the types described in clauses (d) through (o) of the definition of the term "Restricted Investments" set forth below in an aggregate amount of not less than $25,000,000.
Sample 1
Required Investments. (a) Subject to Section 2(b) hereof, if as -------------------- of June 30, 1999 the Senior Leverage Ratio, as evidenced in the Officer's Certificate required pursuant to Section 6.01(e) of the Credit Agreement to be delivered in respect of the fiscal quarter ended June 30, 1999, is greater than 5.5 to 1, then each of Xxxxx and Carousel shall purchase for cash in equal proportions (the "Required Investment"), not later than the fifteenth Business ------------------- Day after the date such Officer's Certificate has been or should have been delivered pursuant to the Credit Agreement (such earlier date, the "Notice ------ Date"), additional shares of Common Stock of the Borrower at a price per share ---- of $342.51, and the Borrower agrees to issue and sell such shares of Common Stock, for an amount which when applied to outstanding indebtedness of the Borrower would cause the Senior Leverage Ratio to be reduced to (but not below) 5.5 to 1 as of June 30, 1999. Neither Xxxxx nor Carousel shall have any obligation under this Agreement to make or cause to be made any investment in the Borrower other than the Required Investment. (b) Notwithstanding any provision herein to the contrary, (i) neither Xxxxx nor Carousel shall be obligated to make any Required Investments pursuant to Section 2(a) of this Agreement in an amount in excess of $7,500,000 and (ii) neither Xxxxx nor Carousel shall be obligated to make any Required Investments pursuant to Section 2(a) of this Agreement in excess of the Required Investments made by the other.
Sample 1
Required Investments. In order to ensure that all expectations of the Services, priorities and outcomes are being met, it is expected that Consultant will schedule regular meetings with appropriate XO management and executives to review the progress of this project, any issues, etc; and that Consultant will issue regular reports on progress and outcomes as directed by XO. All decisions made in connection with advice and recommendations made as a result of the Services will be the responsibility of, and made by XO. If XO accepts the Business Plan, Consultant will, through June 2010, meet and consult with and advise and provide oversight for XO as needed or as reasonably requested by XO on how best to implement and execute the Business Plan.
Sample 1
Required Investments. As soon as practicable upon deposit of the Account Funds, the Agent shall invest all amounts on deposit in the Proceeds Account in readily accessible, unrestricted money market funds that are solely invested in Government Securities. Account Funds held by the Agent in the Proceeds Account shall, at the written direction of the Company, be invested and reinvested by the Agent prior to the occurrence of a Special Mandatory Redemption Event (as defined below) or an Event of Default under the Indenture; provided, however, that the Company’s directions shall be limited to investments or reinvestments in readily accessible, unrestricted money market funds that are solely invested in Government Securities. The Agent hereby agrees that any investments made in accordance with this Article 2 shall be permitted under this Agreement provided that the Trustee shall at all times have control (as such term is defined in Section 8-106 of the UCC) over such investments.
Sample 1
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Required Investments. As soon as practicable upon deposit of the Account Funds, the Escrow Agent shall invest, at the specific written direction of the Company, all amounts on deposit in the Proceeds Account in readily accessible, unrestricted money market funds that are solely invested in Government Securities. Account Funds held by the Escrow Agent in the Proceeds Account shall, at the written direction of the Company, be invested and reinvested by the Escrow Agent prior to the occurrence of a Special Mandatory Redemption Event (as defined below) or an Event of Default under the Indenture; provided, however, that the Company’s directions shall be limited to investments or reinvestments in readily accessible, unrestricted money market funds that are solely invested in Government Securities. The Escrow Agent hereby agrees that any investments made in accordance with this Article 2 shall be permitted under this Agreement provided that the Trustee shall at all times have control (as such term is defined in Section 8-106 of the UCC) over such investments. The Escrow Agent shall have no obligation to invest or reinvest the Account Funds if deposited with the Escrow Agent after 11:00 a.m. (New York Time) on such day of deposit. Instructions received after 11:00 a.m. (New York Time) will be treated as if received on the following business day. Any interest or other income received on such investment and reinvestment of the Proceeds Account shall become part of the Proceeds Account and any losses incurred on such investment and reinvestment of the Proceeds Account shall be debited against the Proceeds Account. If a selection is not made and a written direction not given to the Escrow Agent, the Account Funds shall remain uninvested with no liability for interest therein. It is agreed and understood that the entity serving as Escrow Agent may earn fees associated with the investments outlined above in accordance with the terms of such investments. In no event shall the Escrow Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Escrow Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Escrow Agent’s economic self-interest for (1) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments, (2) using affiliates to effect transactions in certain investments and (3...
Sample 1

Related to Required Investments

  • Permitted Investments At any time, any one or more of the following obligations and securities:

  • Acceptable Investment The Company has no knowledge of any circumstances or conditions with respect to the Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan;

  • Restricted Investment Make or have, or permit any Subsidiary of Borrower to make or have, any Restricted Investment.

  • 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.

  • Restricted Investments Make any Restricted Investment.

  • 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.

  • 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.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Regulated Investment Company Election Each Trust elects to be treated and to qualify as a "regulated investment company" as defined in the Internal Revenue Code, and the Trustee is hereby directed to make such elections, including any appropriate election to be taxed as a corporation, as shall be necessary to effect such qualification."

  • Independent Investment No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Securities.

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