Repurchase and Redemption. OF COMMON SHARES 16 Section 7.1 Repurchase of Shares 16 Section 7.2 Price 16 Section 7.3 Repurchase by Agreement 16 Section 7.4 Involuntary Repurchase; Disclosure of Ownership 17 Article VIII DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS 17 Section 8.1 By Whom Determined 17 Article IX DURATION; DISSOLUTION AND TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC. 18 Section 9.1 Duration and Termination 18 Section 9.2 Amendment Procedure 19 Section 9.3 Merger and Consolidation 19 Section 9.4 Conversion to Other Business Entities 19 Section 9.5 Incorporation 19 Article X MISCELLANEOUS 20 Section 10.1 Registered Agent; Registered Office 20 Section 10.2 Governing Law 20 Section 10.3 Counterparts 20 Section 10.4 Reliance by Third Parties 20 Section 10.5 Provisions in Conflict with Law or Regulations 20 Section 10.6 Derivative Actions 21 Section 10.7 General Direct Actions 21 10.7.1 General 21 10.7.2 Required Conditions 21 Section 10.8 Inspection of Records and Reports 22 Section 10.9 Exclusive Delaware Jurisdiction 22 Section 10.10 Waiver of Jury Trial 23 Section 10.11 Conversion 23 Section 10.12 Section Headings; Interpretation 23 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF APOLLO S3 PRIVATE MARKETS FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on December 19, 2023 by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.
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Samples: Agreement and Declaration (Apollo S3 Private Markets Fund)
Repurchase and Redemption. OF COMMON SHARES 16 Section 7.1 Repurchase of Shares 16 Section 7.2 Price 16 17 Section 7.3 Repurchase by Agreement 16 17 Section 7.4 Involuntary Repurchase; Disclosure of Ownership 17 Article VIII DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS 17 Section 8.1 By Whom Determined 17 Article IX DURATION; DISSOLUTION AND TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC. 18 Section 9.1 Duration and Termination 18 Section 9.2 Amendment Procedure 19 Section 9.3 Merger and Consolidation 19 Section 9.4 Conversion to Other Business Entities 19 Section 9.5 Incorporation 19 20 Article X MISCELLANEOUS 20 Section 10.1 Registered Agent; Registered Office 20 Section 10.2 Governing Law 20 Section 10.3 Counterparts 20 Section 10.4 Reliance by Third Parties 20 Section 10.5 Provisions in Conflict with Law or Regulations 20 Section 10.6 Derivative Actions 21 Section 10.7 General Direct Actions 21 10.7.1 General 21 10.7.2 Required Conditions 21 22 Section 10.8 Inspection of Records and Reports 22 Section 10.9 Exclusive Delaware Jurisdiction 22 Section 10.10 Waiver of Jury Trial 23 Section 10.11 Conversion 23 Section 10.12 Section Headings; Interpretation 23 SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF APOLLO S3 PRIVATE MARKETS FUND SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on December 19March 14, 2023 2024 by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.
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Samples: Private Markets Fund (Apollo S3 Private Markets Fund)
Repurchase and Redemption. OF COMMON SHARES 16 Section 7.1 Repurchase of Shares 16 Section 7.2 Price 16 Section 7.3 Repurchase by Agreement 16 Section 7.4 Involuntary Repurchase; Disclosure of Ownership 17 Article VIII DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS 17 Section 8.1 By Whom Determined 4.01. No Sinking Fund 17 Section 4.02. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change 17 Section 4.03. Right of the Company to Redeem the Notes 20 Article IX DURATION; DISSOLUTION AND TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC. 18 Section 9.1 Duration and Termination 18 Section 9.2 Amendment Procedure 19 Section 9.3 Merger and Consolidation 19 Section 9.4 Conversion to Other Business Entities 19 Section 9.5 Incorporation 19 Article X MISCELLANEOUS 20 Section 10.1 Registered Agent; Registered Office 20 Section 10.2 Governing Law 20 Section 10.3 Counterparts 20 Section 10.4 Reliance by Third Parties 20 Section 10.5 Provisions in Conflict with Law or Regulations 20 Section 10.6 Derivative Actions 21 Section 10.7 General Direct Actions 21 10.7.1 General 21 10.7.2 Required Conditions 21 Section 10.8 Inspection of Records and Reports 5 CONVERSION 22 Section 10.9 Exclusive Delaware Jurisdiction 5.01. Right to Convert 22 Section 10.10 5.02. Conversion Procedures 23 Section 5.03. Settlement upon Conversion 24 Section 5.04. Reserve and Status of Common Stock Issued upon Conversion 26 Section 5.05. Adjustments to the Conversion Rate 26 Section 5.06. Voluntary Adjustments 33 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change 33 Section 5.08. Reserved 34 Section 5.09. Effect of Common Stock Change Event 34 Article 6 SUCCESSORS 36 Section 6.01. When the Company May Merge, Etc. 36 Section 6.02. Successor Corporation Substituted 36 TABLE OF CONTENTS (continued) Page Article 7 DEFAULTS AND REMEDIES 36 Section 7.01. Events of Default 37 Section 7.02. Acceleration 38 Section 7.03. Sole Remedy for a Failure to Report 38 Section 7.04. Other Remedies 39 Section 7.05. Waiver of Past Defaults 39 Section 7.06. Control by Majority 39 Section 7.07. Limitation on Suits 40 Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration 40 Section 7.09. Collection Suit by Trustee 40 Section 7.10. Trustee May File Proofs of Claim 40 Section 7.11. Priorities 41 Section 7.12. Undertaking for Costs 41 Article 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS 41 Section 8.01. Without the Consent of Holders 41 Section 8.02. With the Consent of Holders 42 Section 8.03. Notice of Amendments, Supplements and Waivers 43 Section 8.04. Notations and Exchanges 43 Article 9 SATISFACTION AND DISCHARGE 44 Section 9.01. Termination of Company’s Obligations 44 Section 9.02. Repayment to Company 44 Section 9.03. Reinstatement 44 Article 10 MISCELLANEOUS 45 Section 10.01. Notices 45 Section 10.02. Rules by the Trustee, the Registrar and The Paying Agent 46 Section 10.03. No Personal Liability of Directors, Officers, Employees and Stockholders 46 Section 10.04. Governing Law; Waiver of Jury Trial 23 Trail 46 Section 10.11 Conversion 23 10.05. Submission to Jurisdiction 46 Section 10.12 10.06. No Adverse Interpretation of Other Agreements 47 Section 10.07. Successors 47 Section 10.08. Force Majeure 47 Section 10.09. U.S.A. Patriot Act 47 Section 10.10. Calculations 47 Section 10.11. Severability 47 Section 10.12. Counterparts 48 Section 10.13. Table of Contents, Headings; Interpretation 23 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF APOLLO S3 PRIVATE MARKETS FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on December 19, 2023 Etc. 48 Section 10.14. Tax Matters 48 Exhibits Exhibit A: Form of Note X-0 Xxxxxxx X-0: Form of Restricted Note Legend B1-1 Exhibit B-2: Form of Restricted Stock Legend B2-1 Exhibit B-3: Form of Global Note Legend B3-1 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 12, 2020 (the “Supplemental Indenture”), to the Indenture, dated as of May 12, 2020 (the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), between Inseego Corp., a Delaware corporation, as issuer (the “Company”) and among Wilmington Trust, National Association, a national banking association, as trustee (the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder“Trustee”).
Appears in 1 contract
Repurchase and Redemption. OF COMMON SHARES 16 15 Section 7.1 4.01. No Sinking Fund 15 Section 4.02. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change 15 Section 4.03. Right of Shares 16 Section 7.2 Price 16 Section 7.3 Repurchase by Agreement 16 Section 7.4 Involuntary Repurchase; Disclosure of Ownership 17 the Company to Redeem the Notes 18 Article VIII DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS 17 Section 8.1 By Whom Determined 17 Article IX DURATION; DISSOLUTION AND TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC. 18 Section 9.1 Duration and Termination 18 Section 9.2 Amendment Procedure 19 Section 9.3 Merger and Consolidation 19 Section 9.4 Conversion to Other Business Entities 19 Section 9.5 Incorporation 19 Article X MISCELLANEOUS 5 CONVERSION 20 Section 10.1 Registered Agent; Registered Office 5.01. Right to Convert 20 Section 10.2 Governing Law 20 Section 10.3 Counterparts 20 Section 10.4 Reliance by Third Parties 20 Section 10.5 Provisions in Conflict with Law or Regulations 20 Section 10.6 Derivative Actions 5.02. Conversion Procedures 21 Section 10.7 General Direct Actions 21 10.7.1 General 21 10.7.2 Required Conditions 21 Section 10.8 Inspection of Records and Reports 5.03. Settlement upon Conversion 22 Section 10.9 Exclusive Delaware Jurisdiction 22 5.04. Reserve and Status of Common Stock Issued upon Conversion 23 Section 10.10 5.05. Adjustments to the Conversion Rate 23 Section 5.06. Voluntary Adjustments 30 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change 30 Section 5.08. Reserved 31 Section 5.09. Effect of Common Stock Change Event 31 Section 5.10. Conversion Agent 32 Article 6 SUCCESSORS 33 Section 6.01. When the Company May Merge, Etc. 33 Section 6.02. Successor Corporation Substituted 33 TABLE OF CONTENTS (continued) Page Section 6.03. Exclusion for Asset Transfers with Wholly Owned Subsidiaries 33 Article 7 DEFAULTS AND REMEDIES 34 Section 7.01. Events of Default 34 Section 7.02. Acceleration 35 Section 7.03. Sole Remedy for a Failure to Report 36 Section 7.04. Other Remedies 36 Section 7.05. Waiver of Past Defaults 37 Section 7.06. Control by Majority 37 Section 7.07. Limitation on Suits 37 Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration 37 Section 7.09. Collection Suit by Trustee 38 Section 7.10. Trustee May File Proofs of Claim 38 Section 7.11. Priorities 38 Section 7.12. Undertaking for Costs 38 Article 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS 39 Section 8.01. Without the Consent of Holders 39 Section 8.02. With the Consent of Holders 40 Section 8.03. Notice of Amendments, Supplements and Waivers 40 Section 8.04. Notations and Exchanges 40 Section 8.05. Execution of Amendments, Supplements and Waivers 41 Article 9 SATISFACTION AND DISCHARGE 41 Section 9.01. Termination of Company’s Obligations 41 Section 9.02. Repayment to Company 41 Section 9.03. Reinstatement 42 Article 10 MISCELLANEOUS 42 Section 10.01. Notices 42 Section 10.02. Rules by the Trustee, the Registrar and The Paying Agent 43 Section 10.03. No Personal Liability of Directors, Officers, Employees and Stockholders 43 Section 10.04. Governing Law; Waiver of Jury Trial 23 Trail 43 Section 10.11 Conversion 23 10.05. Submission to Jurisdiction 44 Section 10.12 10.06. No Adverse Interpretation of Other Agreements 44 Section 10.07. Successors 44 Section 10.08. Force Majeure 44 Section 10.09. U.S.A. Patriot Act 44 Section 10.10. Calculations 44 Section 10.11. Severability 45 Section 10.12. Counterparts 45 Section 10.13. Table of Contents, Headings; Interpretation 23 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF APOLLO S3 PRIVATE MARKETS FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on December 19, Etc. 45 Section 10.14. Tax Matters 45 Exhibits Exhibit A: Form of Note A-1 Exhibit B: Form of Global Note Legend B-1 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 31, 2023 (the “Supplemental Indenture”), to the Indenture, dated as of May 31, 2023 (the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), between Tilray Brands, Inc., a Delaware corporation, as issuer (the “Company”) and among Computershare Trust Company, N.A., a national banking association, as trustee (the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder“Trustee”).
Appears in 1 contract
Samples: Tilray Brands, Inc.
