Amended and Restated. INVESTMENT ADVISORY AGREEMENT The Trust shall pay the Adviser, at the end of each calendar month, compensation computed daily at an annual rate equal to the following: (as a percentage of average daily net assets) Index Portfolios First $2 Billion Next $4 Billion Thereafter 1290 VT Natural Resources 0.500 % 0.450 % 0.425 % 1290 VT Real Estate 0.500 % 0.450 % 0.425 % 1290 VT Socially Responsible 0.500 % 0.450 % 0.425 % EQ/Common Stock Index 0.350 % 0.300 % 0.275 % EQ/Core Bond Index 0.350 % 0.300 % 0.275 % EQ/Equity 500 Index 0.250 % 0.200 % 0.175 % EQ/Intermediate Government Bond 0.350 % 0.300 % 0.275 % EQ/International Equity Index 0.400 % 0.350 % 0.325 % EQ/Large Cap Growth Index 0.350 % 0.300 % 0.275 % EQ/Large Cap Value Index 0.350 % 0.300 % 0.275 % EQ/Mid Cap Index 0.350 % 0.300 % 0.275 % EQ/Small Company Index 0.250 % 0.200 % 0.175 % (as a percentage of average daily net assets) ETF Portfolios First $2 Billion Next $4 Billion Thereafter 1290 VT Energy 0.500 % 0.450 % 0.425 % 1290 VT Low Volatility Global Equity 0.500 % 0.450 % 0.425 % 1290 VT Multi-Alternative Strategies 0.500 % 0.450 % 0.425 % (as a percentage of average daily net assets) Money Market Portfolio First $750 Million Next $750 Million Next $1 Billion Next $2.5 Billion Thereafter EQ/Money Market 0.350 % 0.325 % 0.280 % 0.270 % 0.250 % (as a percentage of average daily net assets) Equity Portfolios First $750 Million Next $750 Million Next $1 Billion Next $2.5 Billion Thereafter 1290 VT Equity Income 0.750 % 0.700 % 0.675 % 0.650 % 0.625 % 1290 VT GAMCO Mergers & Acquisitions 0.900 % 0.850 % 0.825 % 0.800 % 0.775 % 1290 VT GAMCO Small Company Value 0.750 % 0.700 % 0.675 % 0.650 % 0.625 % 1290 VT SmartBeta Equity 0.700 % 0.650 % 0.625 % 0.600 % 0.575 % EQ/American Century Mid Cap Value 0.900 % 0.850 % 0.825 % 0.800 % 0.775 % EQ/Capital Group Research 0.650 % 0.600 % 0.575 % 0.550 % 0.525 % EQ/ClearBridge Large Cap Growth 0.650 % 0.600 % 0.575 % 0.550 % 0.525 % EQ/Fidelity Institutional AM® Large Cap 0.540 % 0.500 % 0.475 % 0.450 % 0.425 % (as a percentage of average daily net assets) Equity Portfolios First $750 Million Next $750 Million Next $1 Billion Next $2.5 Billion Thereafter EQ/Franklin Rising Dividends 0.600 % 0.550 % 0.510 % 0.490 % 0.475 % EQ/Xxxxxxx Xxxxx Mid Cap Value 0.770 % 0.750 % 0.725 % 0.680 % 0.670 % EQ/Invesco Xxxxxxxx 0.650 % 0.600 % 0.575 % 0.550 % 0.525 % EQ/Invesco Global Real Assets (formerly EQ/Invesco Global Real Estate)**** 0.735 % 0.700 % 0.675 % 0.650 % 0.625 ...
Amended and Restated. Section 3(a). Section 3(a) is hereby amended and restated to read as follows:
Amended and Restated. Stockholders Agreement, dated as of January 30, 2015, among Xxxx Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and certain stockholders, together with any waivers obtained thereunder as of the date hereof. EXHIBIT A-2 NEGATIVE ASSURANCE LETTER OF DEBEVOISE & XXXXXXXX LLP May 27, 2016 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 Booz Xxxxx Xxxxxxxx Holding Corporation Ladies and Gentlemen: We have acted as special counsel to Xxxx Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by Explorer Coinvest LLC (the “Selling Stockholder”) of 13,000,000 shares (the “Securities”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), to you (the “Underwriter”) pursuant to the Underwriting Agreement, dated May 23, 2016, (the “Underwriting Agreement”), among the Company, the Selling Stockholder and the Underwriter. We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.
Amended and Restated. RESIDUAL RIGHTS AGREEMENT This Amended and Restated Residual Rights Agreement (“Agreement”) is entered into on the 17th day of July, 2005, by and between Savient Pharmaceuticals, Inc., a public company duly organized under the laws of the State of Delaware (“Savient”) and Bio-Technology General (Israel) Ltd., a private company duly organized under the laws of the State of Israel (“BTG”), to replace and supersede the Residual Rights Agreement previously signed and dated 20 June, 2005. (Savient and BTG shall be referred to jointly as the “Parties” and individually as a “Party”).
Amended and Restated. TRANSFER AGENCY AND SERVICE AGREEMENT This AGREEMENT, effective the 1st day of July, 2006, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Phoenix Funds”) and PHOENIX EQUITY PLANNING CORPORATION (hereinafter referred to as the “Transfer Agent”). This Agreement supercedes any previous Transfer Agency and Service Agreement entered into between the above-referenced parties.
Amended and Restated. This Agreement amends, restates, replaces and supersedes in its entirety the Master Repurchase Agreement between Seller, Comerica Bank, as agent, lead arranger and a buyer, and certain other buyers dated September 28, 2012 (as amended or otherwise modified from time to time, the “Prior Agreement”); provided, however, nothing contained herein shall impair the liens, security interests and other rights established or continued by the Prior Agreement, which liens, security interests and other rights shall continue in full force and effect. All “Purchased Loans” (as defined in the Prior Agreement) (the “Existing Purchased Loans”), shall be Purchased Loans under this Agreement as if originally funded under this Agreement so long as such Existing Purchased Loans meet all of the requirements for eligibility and inclusion under this Agreement, provided, however, (a) the determination of the Purchase Date under paragraph 9 of Schedule DQ under this Agreement shall be calculated based on the original Purchase Date as determined under the Prior Agreement, and (b) such Existing Purchased Loans shall be deemed to comply with the requirement of paragraph 8 of Schedule EL under this Agreement if the date of each underlying Mortgage Note for such Existing Purchased Loans was not earlier than 30 days prior to the date such Existing Purchased Loan was purchased under the Prior Agreement. On the Effective Date, each Buyer shall (i) have Committed Sums equal to the applicable amounts set forth in Schedule BC hereto and (ii) have funded its Funding Share of all Transactions (and participation in Swing Line Transactions) outstanding on the Effective Date. To facilitate the foregoing, each Buyer which as a result of the adjustments of Committed Sums and Funding Shares evidenced by Schedule BC hereto is to have a greater principal amount of the Transactions outstanding than such Buyer had outstanding under the Prior Agreement immediately prior to the Effective Date, shall deliver to the Agent immediately available funds to cover such Transactions (and the Agent shall, to the extent of the funds so received, disburse funds to each Buyer which, as a result of the adjustment of the Funding Shares, is to have a lesser principal amount of Transactions outstanding than such Buyer had under the Prior Agreement). The Buyers agree that any Price Differential, Facility Fees and other fees accrued under the Prior Agreement shall constitute the property of the Buyers which were parties to th...
Amended and Restated. STOCKHOLDERS AGREEMENT This Amended and Restated Stockholders Agreement, which is entered into as of August 9, 2017, by and among Invitation Homes Inc. (the “Company”), each of the other parties from time to time party hereto (collectively, the “Stockholders”) and, solely for the purposes of Section 4.1, Blackstone Real Estate Advisors L.P. (the “Advisor”), effective upon, and only upon, the effective time of the Mergers, amends and restates the existing Stockholders Agreement in its entirety (the “Existing Stockholders Agreement”), dated as of January 31, 2017, between the Company and the Stockholders.
Amended and Restated. SHAREHOLDERS’ AGREEMENT This AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of October 17, 2021 (as may be amended and/or restated in accordance with the provisions hereof, this “Agreement”), is entered into by and among:
Amended and Restated. First Lien Ecuadorian Stock Pledge Agreement, dated November 10, 2008, as amended from time to time.
Amended and Restated. Stockholders Agreement, dated as of November 8, 2010, among Xxxx Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and each individual stockholder that as of the date hereof is party to the Stockholders Agreement, dated as of July 30, 2008, among Xxxx Xxxxx Xxxxxxxx Holding Corporation and certain of its stockholders, together with any waivers obtained thereunder as of the date hereof. EXHIBIT A-2 NEGATIVE ASSURANCE LETTER OF DEBEVOISE & XXXXXXXX LLP [●], 2013 Barclays Capital Inc. Credit Suisse Securities (USA) LLC as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Booz Xxxxx Xxxxxxxx Holding Corporation Ladies and Gentlemen: We have acted as special counsel to Xxxx Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by a stockholder of the Company of 11,000,000 shares (the [“Securities”][“Firm Shares”]) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the Underwriting Agreement, dated November 14, 2013, (the “Underwriting Agreement”), among the Company, you, as representatives of the several underwriters, and the other underwriters named therein (you and such other underwriters, collectively, the “Underwriters”), and Explorer Coinvest LLC (the “Selling Stockholder”). [The Company has granted the Underwriters an option to purchase up to 1,650,000 additional shares of Common Stock to cover over-allotments (the “Option Shares” and, together with the Firm Shares, the “Securities”)]. We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.
