NEWCASTLE INVESTMENT CORP Sample Clauses

NEWCASTLE INVESTMENT CORP. The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , --------------- ------ ------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
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NEWCASTLE INVESTMENT CORP. By: ___________________________ Its:____________________________ The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement and to all the terms and pro visions of the Plan herein incorporated by reference. FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC By: ________________________________ Its: ________________________________ FORM OF NEWCASTLE INVESTMENT CORP. STOCK OPTION AGREEMENT NOTICE OF EXERCISE __________ , 20 __ Newcastle Investment Corp. 1301 Avenue of the Americas 42nd Floor New York, New York 10019 Attention: Randal A. Nardone Gexxxxxxx: Xx _____ __, 2002, Fxxxxxxx Xxxxxxxxx Investment Holdings LLC, an affiliate of the Manager (the "Optionee") was granted an Option by Newcastle Investment Corp. (the "Company") under the Company's Nonqualified Stock Option and Incentive Award Plan (the "Plan") and a stock option agreement, between the Optionee and the Company, dated as of __________, 2002 (the "Agreement"). This letter is to notify you that the Optionee wishes to purchase Option Shares under the Agreement as set forth below.
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NEWCASTLE INVESTMENT CORP. By: ----------------------------------------- Name: Title: NEWCASTLE INVESTMENT HOLDINGS CORP., solely with respect to Sections 1(c) and 6(g) By: ----------------------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections 1(b), 4(b) and 6(f) By: ----------------------------------------- Name: Title: Accepted as of the date first above written BEAR, XXXXXXX & CO. INC. ADVEST, INC. BB&T CAPITAL MARKETS, A DIVISION OF XXXXX & XXXXXXXXXXXX INC. By: Bear, Xxxxxxx & Co. Inc. By: ------------------------------- Name: Title: On behalf of themselves and the other Underwriters named in Schedule I hereto. SCHEDULE I
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NEWCASTLE INVESTMENT CORP. By By ----------------------------- ---------------------------- Name: Name: Title: Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY By By ----------------------------- ------------------------------ Name: Name: Title: Title: Exhibit A FORM OF ARTICLES SUPPLEMENTARY OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of NEWCASTLE INVESTMENT CORP. ARTICLES SUPPLEMENTARY Newcastle Investment Corp., a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Article VI of the charter of the Corporation (the "Charter"), the Board of Directors of the Corporation (the "Board of Directors"), by [resolution duly adopted at a meeting duly called held on] [unanimous written consent dated] __________, 2002, classified and designated 1,000,000 shares (the "Shares") of Preferred Stock (as defined in the Charter) as shares of Series A Junior Participating Preferred Stock, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth below.
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NEWCASTLE INVESTMENT CORP. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June __, 2002 (the "Rights Agreement"), between Newcastle Invest-
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NEWCASTLE INVESTMENT CORP. By: ----------------------------------------- Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Warrant Certificates referred to in the within-mentioned Warrant Agreement. --------------------------------------- As Warrant Agent By: ------------------------------------ Authorized Signature [FORM OF WARRANT CERTIFICATE] [Reverse] (Instructions for exercise of Warrants) To exercise any Warrants evidenced hereby, the Holder of this Warrant Certificate must pay [in cash or by certified check or official bank check in New York Clearing House funds or by bank wire transfer in immediately available funds], the Exercise Price in full for each of the Warrants exercised, to _________, Corporate Trust Department, _______________, Attn: ___________ [or ________________], which payment should specify the name of the Holder of this Warrant Certificate and the number of Warrants exercised by such Holder. In addition, the Holder of this Warrant Certificate should complete the information required below and present in person or mail by registered mail this Warrant Certificate to the Warrant Agent at the addresses set forth below. [FORM OF EXERCISE] (To be executed upon exercise of Warrants) The undersigned hereby irrevocably elects to exercise _________ Warrants, represented by this Warrant Certificate, to purchase [______ shares of [title of Warrant Securities]] [$_________ aggregate principal amount of the [title of Warrant Securities]] (the "Warrant Securities") of NEWCASTLE INVESTMENT CORP. and represents that he has tendered payment for such Warrant Securities [in cash or by certified check or official bank check in New York Clearing House funds or by bank wire transfer in immediately available funds] to the order of Newcastle Investment Corp., c/o Treasurer in the amount of $___________ in accordance with the terms hereof. The undersigned requests that said [principal] amount of Warrant Securities be in fully registered form, in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below. If said [principal] amount of Warrant Securities is less than all of the Warrant Securities purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of the Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated:_______________ Name: --------------------------------...
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NEWCASTLE INVESTMENT CORP. By: ---------------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections 1(b), 4(b), 6(f) and (g), 11 and 13 By: ---------------------------------- Name: Title: Accepted as of the date first above written MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED BEAR, SXXXXXX & CO INC. JMP SECURITIES LLC LXXXXX BROTHERS INC. UBS SECURITIES LLC By: Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated By: ------------------------------- Name: Title: On behalf of itself and the other Underwriters named in Schedule I hereto. SCHEDULE I Number of Additional Shares to be Total Number of Firm Purchased if Shares to be Maximum Option Name of Underwriter Purchased Exercised ------------------- --------- ---------
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NEWCASTLE INVESTMENT CORP. By: ---------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections 1(b), 4(b) and 6(f) By: ---------------------------- Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. ADVEST, INC. BB&T CAPITAL MARKETS, A DIVISION OF XXXXX & STRINGFELLOW, INC. STIFEL, NICOLAUS & COMPANY, INCORPORATED Bx: Xxar, Xxxxxxx & Xo. Inc. Xx: ------------------------------------------------ Name: Title: On behalf of themselves and the other Underwriters named in Schedule I hereto. SCHEDULE I Number of Additional Shares to be Total Number of Firm Shares Purchased if Maximum Option Name of Underwriter to be Purchased Exercised ------------------- --------------------------- ---------------------------- Bear, Stearns & Co. Inc.............................. Advest, Inc. ........................................ BB&T Capital Markets, a division of Scott & Stringfellow, Inc.............. Stifel, Nicolaus & Company, Inxxxxxratxx............. Total....................................... =========================== ============================ SCHEDULE II Subsidiaries
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Related to NEWCASTLE INVESTMENT CORP

  • Company Not an “Investment Company The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

  • Real Estate Investment Trust Commencing with its taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

  • Equity Investment “Equity Investment” shall mean pursuant to IRC § 45D(b)(6) and 26

  • Holding Company and Investment Company Acts Neither the Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935; nor is it an "investment company", or an "affiliated company" or a "principal underwriter" of an "investment company", as such terms are defined in the Investment Company Act of 1940.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Not an Investment Company The Borrower is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Regulated Investment Company The Company has elected to be treated, and has operated, and intends to continue to operate, its business in such a manner so as to enable the Company to continue to qualify as a regulated investment company under Subchapter M of the Code. The Company intends to direct the investment of the proceeds of the offering of the Securities in such a manner as to comply with the requirements of Subchapter M of the Code.

  • 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.

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