Private Funds. As noted previously, we acquired several private funds (Lenox PE Fund I, LLC, Lenox Blue Chip, LLC, and Lenox HPE, LLC (each a “Fund” and collectively the “Funds”) as a result of our acquisition of Lenox Wealth Management Inc. Certain employees of the firm serve as General Partner of each Fund or devote time to Fund matters as the firm has assumed primary responsibility for administrative matters pertaining to the Funds. Our employees will devote to the Funds as much time as we deem necessary and appropriate to manage their business. Potentially, such activities could be viewed as creating a conflict of interest in that the time and effort of our management personnel and other employees will be devoted to matters related to the business of the Funds rather than our core business activity. Clients who invest in the Funds are not charged any additional advisory fees other than the advisory fee allocated to the investors in the Funds. The Funds are not required to register as an investment company under the Investment Company Act of 1940 in reliance upon an exemption available to funds whose securities are not publicly offered. The Funds are managed on a discretionary basis in accordance with the terms and conditions of the Funds’ offering and organizational documents. The Funds are not accepting new subscribers.
Private Funds. The firm acquired several private funds (Lenox PE Fund I, LLC, Lenox Blue Chip, LLC, and Lenox HPE, LLC (each a “Fund” and collectively the “Funds”) as a result of our acquisition of Lenox Wealth Management. The funds are not accepting new subscribers. Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading
Private Funds. The Company shall use commercially reasonable efforts to obtain, as promptly as reasonably practicable following the date of this Agreement, the consent of each Private Fund for which consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries is required by applicable law or by such Private Fund’s Investment Advisory Arrangement as a result of the transactions contemplated by this Agreement. In furtherance thereof, as promptly as reasonably practicable following the date of this Agreement, and except as provided on Schedule 7.2(b)(i): (i)(A) if the applicable Investment Advisory Arrangement expressly requires the written consent of investors to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries, or (B) permits consent to be obtained by a Fund Negative Consent Notice (as defined below) and the Company or the applicable Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of one or more investors in such Private Fund to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement, then the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice, which shall be in form and substance reasonably satisfactory to Parent, to each investor in such Private Fund described in Clause (A) or such investors described in Clause (B) requesting the written consent of the investor to the assignment or deemed assignment of the Investment Advisory Arrangement and informing each investor in the Private Fund of the intention (X) to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of the Investment Advisory Arrangement with the Private Fund, and (Y) to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors provide (and do not withdraw) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement; provided that any Private Fund described in Clause (A) shall be deemed a Non-Consenting Client unless and until a majority-in-interest...
Private Funds. Developer shall construct the Private Project Improvements and the Public Project Improvements with private funds. Developer shall advance all Private Funds necessary to construct the Private Project Improvements and the Public Project Improvements. The private funds will be derived from a combination of Developer’s equity or equity investment provided by third parties, and debt incurred by Developer or third parties (hereinafter the “Private Funds”). Notwithstanding the foregoing, the CID will fund those certain Public Project Improvements and Private Project Improvements as set forth in E xhibit F-3, subject to the issuance of bonds by the Industrial Development Authority of the City of Joplin, Missouri as provided in the CID Cooperative Agreement. To the extent that there are improvements as may be required by MoDOT related to the Public Project Improvements to be funded by the CID that are located outside of the CID boundaries (specifically including, but not limited to, improvement located (a) north of the midline of 00xx Xxxxxx at the intersection of 00xx Xxxxxx and the realigned Xxxxxxx Boulevard, including acquiring any right- of-way, utility relocation, reconstruction of any permanent property improvements, and traffic light improvements, and (b) at the intersection of 00xx Xxxxxx and Range Line Road, including acquiring any right-of-way, utility relocation, reconstruction of any permanent property improvements, and traffic light improvements), the Developer shall construct such Public Project Improvements outside of the CID boundaries with private funds.
Private Funds. Private funds (the "Private Funds") will be derived from Developer's equity, equity investment provided by third parties, and debt incurred by Developer. Private Funds shall be used for funding of the Private Project Improvements. In the event the Developer elects to proceed with the Private Project Improvements prior to issuance of the TDD Obligations, the Developer shall also advance Private Funds to construct the Phase I Public Project Improvements.
Private Funds. (a) Each Private Fund has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company, or similar power and authority. Each Private Fund possesses all material permits necessary to entitle it to use its name, to own, lease or otherwise hold its properties and assets and to carry on its business as it is now conducted. Each Private Fund is duly qualified, licensed or registered to do business in each jurisdiction where it is required to do so under Applicable Law other than any failure to be so qualified that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All outstanding shares or units of each Private Fund have been issued and sold on a private placement basis in compliance with Applicable Law, including pursuant to an applicable exemption from registration pursuant to the Securities Act and the Investment Company Act.
Private Funds. (i) If consent is required by Applicable Law and/or by the Investment Advisory Agreement of any Client (other than a Registered Fund) for (A) the Investment Advisory Agreement with such Client to continue after Closing, in the case of such Client who is party to an Investment Advisory Agreement which does not terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated hereby, or (B) a new Investment Advisory Agreement between such Client and Purchaser, in the case of such Client who is party to an Investment Advisory Agreement that will terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated hereby, as promptly as practicable after the date hereof (but in any event later than the 30th day following the date hereof), the Hatteras Sellers shall cause the members of the Hatteras Group to notify each such Client of the transactions contemplated hereby and the deemed assignment of such Client’s Investment Advisory Agreement that will result from the consummation of such transactions by sending a notice in the form of Exhibit I (a “Transaction Notice”) and otherwise complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement to such Client (1) requesting the consent in writing of such Client to such assignment of its Investment Advisory Agreement, in the case of each such Client who is party to an Investment Advisory Agreement which does not terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated hereby, or (2) requesting (by written letter in form and substance reasonably satisfactory to Purchaser and not a Transaction Notice) that such Client enter into a new Investment Advisory Agreement with Purchaser on terms substantially identical (and identical with respect to fees) as its existing Investment Advisory Agreement (to be effective from and after the Closing), in the case of any such Client who is party to an Investment Advisory Agreement that will terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated hereby.
Private Funds. Schedule 3.1.16(c) lists each Private Fund. Each Private Fund is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate, trust, partnership or limited liability company power and authority to own its properties and to carry on its business as it is now conducted and is qualified to do business in each jurisdiction where it is required to do so under Applicable Law.
Private Funds. (i) Each Private Fund is a limited liability company duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to conduct its business in the manner currently conducted. The Seller has delivered to the Purchaser true and complete copies of each Private Fund Agreement as in effect as of the date of this Agreement.
Private Funds. Seller has never provided, and does not provide, Investment Services to any Private Fund or any other Fund and has not acted, and does not act, as a general partner, managing member, manager or trustee or in any similar capacity for, of or to a Fund.
