Existing Securities. Class:_________________________ Number of Shares:______________ _______________________________ _______________________________
Existing Securities. On the date PIMCO begins serving as the Fund’s sub-advisor, the Fund’s assets are expected to consist of certain securities (the “Existing Securities”) and cash investments. A list of the Existing Securities that are expected to be held by the Fund upon the commencement of PIMCO’s service as sub-advisor will be provided to the Sub-Advisor by the Advisor. The Advisor acknowledges and agrees that it may be in Trust’s and Fund’s best interest to retain the Existing Securities, but in order to comply with the investment objectives or strategies of the Fund, some or all of such assets may be liquidated at such times and in such manner as is deemed appropriate by the Sub-Advisor and the proceeds be invested in compliance with the investment objectives of the Fund. Consistent with its obligations under Section 6 of this Agreement, the Sub-Advisor will attempt to obtain “best execution” of the Fund’s sale of any Existing Securities. The Sub-Advisor will not be liable to the Advisor for the prices obtained in connection with any sale of the Existing Securities and the Advisor acknowledges that such prices may in fact be much lower or higher than the prices at which such Existing Securities are valued and/or carried in the Fund. The Sub-Advisor shall maintain a log of all Existing Securities transactions placed through all securities brokerage firms including the name of the firm, a description of each transaction, the date of each transaction and where applicable, the amount of commissions paid. The Sub-Advisor shall invest the proceeds from the sale of the assets, together with any assets remaining unsold, in accordance with the Investment Guidelines of the Fund as mutually established by the Sub-Advisor and the Advisor. In the event any Existing Securities cease to be compliant with the Investment Guidelines for the Fund, the Advisor acknowledges and agrees that the Sub-Advisor may continue to hold such assets without regard to the Investment Guidelines for the Fund.
Existing Securities. Each Purchaser that is an Existing Securityholder further represents and warrants that such Purchaser (i) has good and marketable title to its Existing Securities, (ii) has the right to exchange such securities without the consent of any other Person whatsoever and (iii) upon surrender of its Existing Securities to the Company for cancellation pursuant to the Exchange Offer such securities shall be owned by the Company free and clear of any liens, charges, encumbrances, rights of first refusal or other adverse claims whatsoever. The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.
Existing Securities. Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries other than the warrants to purchase common stock of the company as disclosed in prior SEC filings; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares; and (G) neither the Company nor any Subsidiary has entered into any Variable Rate Transaction, other than the Partitioned Note payable to Streeterville Capital, LLC, by the Company, dated March 15, 2024.
Existing Securities. Class:________________________ Number of Shares:_____________ _______________________________ _______________________________ [VOTING AGREEMENT SIGNATURE PAGE] _______________________________ Xxxxxxx X. Xxxx
Existing Securities. 1. Pledge of the current and future claims which the Borrower owns or shall own to CBC Banque for its accounts No. 000-0000000-84 and its sub-accounts in accordance with a private agreement dated February 9, 2000. It is noted, with respect to the credit line defined in point A of Article 4, that: . the minimum amount pledged is set at 40% of the amount of the guarantees issued by the Banks and not yet released; . the minimum amount pledged may never, however, be less than the outstanding amount of the performance guarantees. This account shall bear interest at the borrowing rate of CBC-Banque in the relevant currency for the amounts and term to be agreed on, minus 0.25% per year.
Existing Securities. In connection with the Initial Closing only, the Investors shall have delivered the Existing Securities, duly assigned to Xxxxxxxx, to Xxxxxxxx.
Existing Securities. 5 Holder...................................................................................................... 5 Indenture................................................................................................... 5
Existing Securities. The Issuers’ 5.00% Senior Notes due 2019 and the related guarantees thereof issued on September 13, 2012 under the Indenture.
Existing Securities. The Company and the Trust acknowledge and agree that you may use the Exchange Offer Materials as specified herein without assuming any responsibility for independent verification on your part and the Company and the Trust represent and warrant to you that you may rely on the accuracy and completeness of any information delivered to you by or on behalf of the Company or the Trust without assuming any responsibility for independent verification of such information or without performing or receiving any appraisal or evaluation of the assets or liabilities of the Company or the Trust.
