Core Investments Sample Clauses

Core Investments. Subject to Section 6.6(f), opon the Approval of the Executive Committee, during the Identification Period, the General Partner shall, pursuant to a rotation, present at least one out of every three potential investments identified by the General Partner or its Affiliates Controlled by IPT that qualify as Core Investments to the Partnership for first consideration (with the other two Core Investments being presented to IPT or any of its Affiliates for investment outside of the Partnership, independently or with other partners); provided, that if the Partnership determines not to proceed with any potential Core Investment because the BCIMC Representative rejects (or is deemed to reject) such potential investment, the IPT Partners or any of their Affiliates may pursue such potential investment outside of the Partnership, independently or with other partners. Notwithstanding anything in this Agreement to the contrary, but subject to Section 6.6(f), potential investments that qualify as Core Investments and that meet the current investment guidelines for more than one Applicable Vehicle shall be allocated among the Applicable Vehicles on a rotational basis that the General Partner determines is fair and reasonable to the Applicable Vehicles. Such rotational basis may be adjusted as determined by the General Partner in its sole discretion if, with respect to any particular potential investment: (i) an Applicable Vehicle is restricted from making such investment (due to either an explicit restriction or a good faith determination by the General Partner to implement restrictions based on the investments previously made by such Applicable Vehicle and the desired diversification of investments to be held by such Applicable Vehicle, applicable law or regulation or other factors deemed relevant in the reasonable discretion of the General Partner); (ii) an Applicable Vehicle is unable to acquire such investment because the capital required to acquire such investment exceeds such Applicable Vehicle’s remaining investment capital; (iii) such investment is not within the investment or return objectives of an Applicable Vehicle; (iv) such investment is brought to the attention of the General Partner by a particular Applicable Vehicle (i.e. an investment partner in a specific Applicable Vehicle), in which case such investment may be allocated to that Applicable Vehicle; or (v) the General Partner determines that it is beneficial to an existing Applicable Vehicle to allocate...
Sample 1
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Related to Core Investments

  • PIPE Investment (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

  • Investments Make any Investments, except:

  • Other Investments Other than equity securities held in the ordinary course of business for cash management purposes, the Company does not own or hold the right to acquire any equity securities, ownership interests or voting interests (including voting debt) of, or securities exchangeable or exercisable therefor, or investments in, any other Person.

  • Equity Investments Equity Investments, which, to the extent constituting Stock other than common Stock, shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Joint Lead Arrangers and Bookrunners to the extent material to the interests of the Lenders, in an amount not less than the Minimum Equity Amount shall have been made.

  • Distributions; Investments Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so. Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

  • Loans; Investments Make or suffer to exist any loans, guaranties, advances, or investments, except:

  • Speculative Investment Purchaser’s investment in the Company represented by the Plan Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part. The amount of such investment is within Purchaser’s risk capital means and is not so great in relation to Purchaser’s total financial resources as would jeopardize the personal financial needs of Purchaser or Purchaser’s family in the event such investment were lost in whole or in part.

  • Eligible Investments The following are Eligible Investments:

  • Distributions; Capital Change; Restricted Investments Neither the Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to the Borrower by its Subsidiaries, (ii) make any change in its capital structure which could have a Material Adverse Effect or issue any capital stock other than common stock or (iii) make any Restricted Investment.

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