Rights of Carry Investors Sample Clauses

Rights of Carry Investors. The Carry Vehicles and each of the other parties hereto agree that each Carry Investor shall have the power to exercise rights on behalf of, and without any additional consent or authorization of, its respective Carry Vehicle with respect to the Apportioned Holdings Interests held by such Carry Vehicle on behalf of such Carry Investor, including, without limitation, to the extent that any vote, approval or consent or any other action is required of such Carry Vehicle under this Agreement. In furtherance of this provision, each Carry Vehicle makes, constitutes and appoints each Carry Investor that is a member or partner of such Carry Vehicle as its true and lawful attorney-in-fact for it and in its name, place and stead, which appointment shall be coupled with an irrevocable proxy to exercise all the rights, powers and privileges with respect to the Apportioned Holdings Interests held by such Carry Vehicle on behalf of such Carry Investor (subject only to the obligation that any proceeds from or on account of such Apportioned Holdings Interests shall be paid over to the Carry Vehicle for treatment as set forth in the applicable Carry Vehicle governing documents). No Carry Investor shall enter into any agreement, which shall have the effect of limiting the scope of the power of attorney granted in this Section 3.5. Each Carry Vehicle covenants and agrees on behalf of itself, its successors and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver such consents, waivers, amendments, instruments, documents and statements and to otherwise exercise any rights it may have as a Limited Partner and the record holder of Interests on behalf of the Carry Investors that are members or partners of such Carry Vehicle or otherwise, and to take such further actions, as may be required by law or reasonably necessary or as directed by a Carry Investor (or reasonably requested by the Company in connection therewith) to give effect to such power of attorney.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs

Related to Rights of Carry Investors

  • Rights of Members Except as otherwise provided in this Agreement, (a) each Member shall look solely to the assets of the Company for the return of its Capital Contribution, (b) no Member shall have the right or power to demand or receive property other than cash from the Company and (c) except as provided in this Agreement, no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations.

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Rights of the Directing Holder (a) The Directing Holder shall be entitled to exercise the rights and powers granted to the Directing Holder hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,” “Controlling Class Representative” or similar party under, and as defined in, the Servicing Agreement with respect to the Mortgage Loan. In addition, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all matters related to a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer shall not be permitted to take any Major Action unless it has obtained the prior written consent of the Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s taking any Major Action nor will the Special Servicer itself be permitted to take any Major Action as to which the Directing Holder has objected in writing within ten (10) Business Days (or 30 days with respect to an Acceptable Insurance Default) after receipt of the written recommendation and analysis and such additional information requested by the Directing Holder as may be necessary in the reasonable judgment of the Directing Holder in order to make a judgment with respect to such Major Action. The Directing Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Directing Holder may deem advisable, subject to the terms of the Servicing Agreement.

  • Rights of the Parties Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or give any Person other than the parties hereto any rights or remedies under or by reason of this Agreement or any transaction contemplated hereby.

  • Rights of Shareholders The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 6.3, in Section 11.4 or as specified by the Trustees when creating the Shares, as in preferred shares).

  • Voting Rights The holders of shares of Series A Preferred Stock shall have the following voting rights:

  • Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement. This clause shall not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Rights of the Holder The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

  • Rights of Parties Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other than the parties hereto and their respective successors and assigns, nor shall any provision give any third Persons any right of subrogation or action over against any party to this Agreement. Without limiting the generality of the foregoing, it is expressly understood that this Agreement does not create any third party beneficiary rights.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!