THE TOWN AND COUNTRY TRUST Sample Clauses

THE TOWN AND COUNTRY TRUST. By: ----------------------------- Its: ---------------------------- Attest: -------------------------- ------------------------, as Warrant Agent By: ----------------------------- Its: ---------------------------- Attest: -------------------------- Exhibit A FORM OF WARRANT CERTIFICATE [Face of Warrant Certificate] [IF WARRANTS ARE ATTACHED TO Before _______________, this OTHER SECURITIES AND ARE NOT Warrant Certificate cannot be IMMEDIATELY DETACHABLE. transferred or exchanged unless attached to a [Title of Other Securities].] [FORM OF LEGEND IF WARRANTS ARE Before _______________, NOT IMMEDIATELY EXERCISABLE. Warrants evidenced by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER [______] P.M., [CITY] TIME, ON ____________, ____ THE TOWN AND COUNTRY TRUST Warrants to Purchase [Title of Warrant Securities] No. __________ Warrant Certificate Representing___________ Warrants This certifies that ____________________________ or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE -, subject to the registered owner qualifying as a "Holder" of this Warrant Certificate, as hereinafter defined) to purchase, at any time [after [___] p.m., [City] time, on _______________ and] on or before [___] p.m., [City] time, on _________________, ____________ shares of [Title of Warrant Securities] (the "Warrant Securities"), of The Town and Country Trust (the "Trust") on the following basis: during the period from _______________, through and including ______________, the exercise price of each Warrant will be ___________; during the period from ________, through and including ________, the exercise price of each warrant will be ________ (the "Warrant Price"). No adjustment shall be made for any dividends on any Warrant Securities issuable upon exercise of any Warrant so long as the record date for such dividend is prior to the effective time of the exercise of this Warrant. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full [in lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercise...
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THE TOWN AND COUNTRY TRUST. By: ------------------------------ Name: Accepted as of the date hereof: Title: Name(s) of Representative(s) THE TC OPERATING LIMITED PARTNERSHIP By: By: The Town and Country Trust, ------------------------------- its General Partner Name: Title: By: ------------------------------- Name: Title: SCHEDULE I [Maximum Number Number of of Optional [Firm] Shares Shares Which UNDERWRITER to be Purchased May be Purchased] ----------- --------------- ----------------- [Names of Underwriters]........................... [Total.............................. ------------------- -------------------] SCHEDULE II TITLE OF DESIGNATED SHARES: Preferred Shares of Beneficial Interest, par value $.01 per share DATE OF BOARD RESOLUTION ESTABLISHING THE DESIGNATED SHARES: ---------------------, --------- NUMBER OF DESIGNATED SHARES: Number of Firm Shares: Maximum Number of Optional Shares: INITIAL OFFERING PRICE TO PUBLIC: [$__________ Per Share] PURCHASE PRICE BY UNDERWRITERS: [$__________ Per Share] [COMMISSION PAYABLE TO UNDERWRITERS: $________ per Share in [specify same form of funds as in Specified Funds below]] FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking [and packaging] at least twenty-four hours prior to the Time of Delivery at the office of [The Depository Trust Company or its designated custodian] [the Representatives] [Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds. DIVIDEND RATE: [______% per annum] DIVIDEND PAYMENT DATES: [months and dates] DIVIDEND RIGHTS: [Non-]cumulative VOTING RIGHTS: LIQUIDATION RIGHTS: PREEMPTIVE AND CONVERSION RIGHTS: REDEMPTION PROVISIONS: [No provisions for redemption] [The Designated Shares may be redeemed, [otherwise than through a mandatory redemption,] in whole or in part at the option of the Trust, on or after _____________, _____ at the following redemption prices: REDEMPTION YEAR PRICE ---- ---------- and thereafter at $ ______ per share, together in each case with accrued dividends to the redemption date.] [On any dividend payment date falling on or after ______________,_____, at the election of the Trust, at a redemption price equal to the stated amount thereof, plus accrued dividends to the date...
Sample 1
THE TOWN AND COUNTRY TRUST. By (SEAL) ------------------------- ---------------------------- Harvey Schulweis President XXXXXXX XX XXXXST: THE TC OPERATING LIMITED PARTNERSHIP By: The Town and Country Trust Managing General Partner By (SEAL) ------------------------- ----------------------- Harvey Schulweis Presxxxxx
Sample 1
THE TOWN AND COUNTRY TRUST. By: /s/ Harvey Schulweis --------------------------------- Harvey Schulweis, President XXX XXXX XXD COUNTRY ORIOLE CORPORATION By: /s/ Harvey Schulweis --------------------------------- Harvey Schulweis, President XXX XXXX XXD COUNTRY HOLDING CORPORATION By: /s/ Harvey Schulweis --------------------------------- Harvey Schulweis, President XXX XXXX XXD COUNTRY HOLDING CORPORATION II By: /s/ Harvey Schulweis --------------------------------- Harvey Schulweis, President XXXXXXX XXXTNERS: THE BAL-PENN COMPANY By: The Estate of Alfred Lerner, its Gexxxxx Xxxxxxx By: /s/ Nancy F. Beck --------------------------------- Nancy F. Beck, Co-Executor /x/ Xxxxey Schulweis ------------------------------------ HARVEY SCHULWEIS LIST OF EXHIBITS AND SCHEDULES Exhibit A Certain Definitions Exhibit B Names and Addresses of the Partners Exhibit C Listing of the PC II Companies Exhibit D Maintenance of Capital Accounts Exhibit E Certain Allocations Exhibit F Tax Matters Partner Exhibit G Listing of the Original Companies Exhibit H Initial Capital Account Balances Exhibit I Units and Deemed Units Granted to Limited Partners Exhibit J Terms and Conditions of Units Exhibit K Terms and Conditions of Convertible Preferred Partnership Interests Schedule 1 Form of Exercise Notice Exhibit A Certain Definitions Capitalized terms used and not otherwise defined in the Agreement of Limited Partnership of The TC Operating Limited Partnership and the Exhibits thereto shall have the meanings set forth below:
Sample 1
THE TOWN AND COUNTRY TRUST a ------ Maryland real estate investment trust (the "REIT"), (b) THE TC OPERATING LIMITED ---- PARTNERSHIP, a Maryland limited partnership (the "Operating Partnership"), (c) --------------------- THE TOWN AND COUNTRY HOLDING CORPORATION, a Delaware corporation (the "REIT ---- Sub"), (d) THE TC PROPERTY COMPANY, a Maryland general partnership (the --- "Property Company") and (e) THE TOWN AND COUNTRY ORIOLE CORPORATION, a Delaware ---------------- corporation ("TC-Oriole") (the REIT, the Operating Partnership, the REIT Sub, --------- the Property Company, TC-Oriole and each of the Owners being collectively referred to as the "TC Parties" and individually referred to as a "TC Party") ---------- -------- and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation, successor to WASHINGTON MORTGAGE FINANCIAL GROUP, LTD., a Delaware corporation (the "Lender"). ------ RECITALS --------
Sample 1
THE TOWN AND COUNTRY TRUST. By: ------------------------------------- Name: Hxxxxx Xxxxxxxxx Title: Chief Executive Officer CXXXX & STEERS CAPITAL MANAGEMENT, INC. on behalf of itself and on behalf of the Purchasers specified on Schedule A By: ------------------------------------- Name: Title: SCHEDULE A Name of Client Number of Shares -------------- ---------------- Admiral Insurance Company 40,000 Associated Electric Gas Insurance Services 11,900 Cornell University 17,400 Cxxxx & Steers Equity Income Fund, Inc. 450,800 Kawase Hedge QIIO Daiwa Cxxxx & Steers US REIT Income Open 11,000 Fairfax County Uniformed Retirement System 2,300 Jewish Community Federation of Cleveland 1,800 Land America Title Insurance Corporation 5,500 North Shore-Long Island Jewish Health System Pension 3,100 North Shore-Long Island Jewish Health System Endowment 1,600 New York Blood Center 1,500 New York Community Trust 3,800 New York State Teachers' Retirement System 34,500 Cxxxx & Steers Advantage Income Realty Fund, Inc. 150,000 Cxxxx & Steers Quality Income Realty Fund, Inc. 50,000 Cxxxx & Steers REIT and Utility Income Fund, Inc. 600,000 Sheet Metal Workers Pension Plan of Northern California 1,100 University of Mass. Foundation Inc. 2,200 United Mine Workers of America 1974 Pension Trust 21,500
Sample 1
THE TOWN AND COUNTRY TRUST. By: /s/ Xxxx X. Xxxxxx -------------------------------- Name: Xxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxx Xxxxxx -------------------------------- Name: Xxxxx Xxxxxx Title: Managing Director
Sample 1
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THE TOWN AND COUNTRY TRUST. By (SEAL) ------------------------- ---------------------------- Harvey Schulweis President
Sample 1
THE TOWN AND COUNTRY TRUST. By (SEAL) ------------------------- ---------------------------- James Dolphin Senior Vice Presxxxxx
Sample 1

Related to THE TOWN AND COUNTRY TRUST

  • Opinion of Maryland Counsel for the Company At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxxx LLP, special Maryland counsel for the Company, to the effect set forth in Exhibit A-2 hereto.

  • Opinion of Maryland Counsel for Company At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxx LLP, Maryland counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit C hereto.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • to Trustee and Company Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

  • Incorporation, Good Standing, and Due Qualification Each of the Borrower and its Subsidiaries is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required.

  • Good Standing and Government Compliance Borrower shall maintain its and each of its Subsidiaries’ organizational existence and good standing in the Borrower State, shall maintain qualification and good standing in each other jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect, and shall furnish to Bank the organizational identification number issued to Borrower by the authorities of the jurisdiction in which Borrower is organized, if applicable. Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Borrower shall comply in all material respects with all applicable Environmental Laws, and maintain all material permits, licenses and approvals required thereunder where the failure to do so could reasonably be expected to have a Material Adverse Effect. Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, and shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss of which or failure to comply with which would reasonably be expected to have a Material Adverse Effect.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Formation and Good Standing Such Party is a limited partnership or limited liability company, legally formed, validly existing and, to the extent applicable, in good standing under the laws of the state of its formation. Such Party is duly qualified to do business and is in good standing as a foreign limited partnership or limited liability company, as applicable, in each jurisdiction where the character of the properties owned or leased by it or the nature of the businesses transacted by it requires it to be so qualified.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

  • Corporate Organization and Good Standing The Company is a corporation ---------------------------------------- duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in all other states where the nature of its business or operations or the ownership of its property requires such qualification.

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