Resource Capital Corp Sample Clauses

Resource Capital Corp and any affiliate thereof with “Resource” as part of its name
Sample 1Sample 2Sample 3
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Resource Capital Corp a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named on Schedule I hereto (collectively, the “Underwriters”), for whom Xxxxxx Xxxxxxx & Co. LLC and X.X. Xxxxxx Securities LLC are acting as Representatives (in such capacity, the “Representatives”), $100,000,000 principal amount of the Company’s 8.00% Convertible Senior Notes due 2020 (the “Firm Securities”) and, at the option of the Underwriters, solely to cover over-allotments, if any, up to an additional $15,000,000 principal amount of the Company’s 8.00% Convertible Senior Notes due 2020 (the “Option Securities”). The Firm Securities and the Option Securities are herein referred to, collectively, as the “Offered Securities.” The Offered Securities will be convertible into shares (the “Underlying Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Offered Securities will be issued pursuant to an Indenture, dated as of October 21, 2013 (the “Base Indenture”), between the Company and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of October 21, 2013 (the “First Supplemental Indenture”), between the Company and the Trustee, and a second supplemental indenture, to be dated as of January 13, 2015, between the Company and the Trustee (together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), between the Company and the Trustee. The Company and Resource Capital Manager, Inc., a Delaware corporation and the Company’s external manager (the “Manager”), hereby confirm their agreement (this “Agreement”) with the several Underwriters concerning the purchase and sale of the Offered Securities, as follows:
Sample 1
Resource Capital Corp a Maryland corporation (the “Company”) confirms its agreement with each of the Underwriters named on Schedule I hereto (collectively, the “Underwriters”) for whom Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLC are acting as Representatives (in such capacity, the “Representatives”) with respect to (i) the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 16,250,000 shares (the “Firm Securities”) of the Company’s common stock, par value $0.001 per share (the “Securities”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 3 hereof to purchase all or any part of 2,437,500 additional Securities (such 2,437,500 additional Securities being hereinafter referred to as the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”). The Company and Resource Capital Manager, Inc. (the “Manager”) hereby agree with the Underwriters as follows:
Sample 1
Resource Capital Corp hxxxxx agrees to pay to Mxxxxx Sxxxxxx, a one-time, up-front, fully-earned and non-refundable due diligence fee (the “Due Diligence Fee”), in the amount of $25,000. The parties hereto acknowledge that the Due Diligence Fee shall be paid prior to the initial Borrowing and the Borrower shall receive a credit against the Arrangement Fee equal to any portion of the Due Diligence Fee not applied to the out-of-pocket expenses of Mxxxxx Sxxxxxx.
Sample 1
Resource Capital Corp a Maryland corporation (the “Company”) proposes to issue and sell 6,000,000 shares (the “Firm Securities”) of its common stock, par value $0.001 per share (the “Securities”) to Deutsche Bank Securities Inc. (the “Underwriter”). The Company also proposes to sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than 900,000 additional shares of its Securities, as set forth below (such 900,000 additional shares being hereinafter referred to as the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”). The Company and Resource Capital Manager, Inc. (the “Manager”) hereby agree with the Underwriter as follows:
Sample 1
Resource Capital Corp a Maryland corporation (the "Company") proposes to issue and sell 7,500,000 shares (the "Firm Securities") of its common stock, par value $0.001 per share (the "Securities") to Deutsche Bank Securities Inc. and J.X. Xxxxxx Securities Inc. (the "Representatives") and the other underwriters named in Schedule A hereto (collectively, the "Underwriters"). The Company also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,125,000 additional shares of its Securities, as set forth below (such 1,125,000 additional shares being hereinafter referred to as the "Optional Securities" and, together with the Firm Securities, the "Offered Securities"). The Company and Resource Capital Manager, Inc. (the "Manager") hereby agree with the Underwriters as follows:
Sample 1
Resource Capital Corp a Maryland corporation (the “Company”), and Resource Capital Manager, Inc., a Delaware corporation (the “Manager”), each confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”) for whom MLV & Co. LLC is acting as Representative (in such capacity, the “Representative”), with respect to the sale by the Company, through the Underwriters, on a best efforts basis, of up to 265,000 shares (the “Offered Securities”) of its 8.50% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.001 per share (the “Series A Preferred Stock”). The Company understands that the Underwriters propose to make, on a best efforts basis, a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Underwriting Agreement (this “Agreement”) has been executed and delivered. The Company and the Manager hereby agree with each Underwriter as follows:
Sample 1
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Related to Resource Capital Corp

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Partnership Capital A. No Partner shall be paid interest on any Capital Contribution to the Partnership or on such Partner's Capital Account, notwithstanding any disproportion therein as between Partners.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • 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.

  • Asset Management Services (i) Real Estate and Related Services:

  • Investment Banking Services Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180 days prior to the initial confidential submission of the Registration Statement and ending on the Effective Date, no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services to the Company.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Investment Management Services (a) The Manager shall manage the Fund’s assets subject to and in accordance with the investment objectives and policies of the Fund and any directions which the Trust’s Board of Trustees may issue from time to time. In pursuance of the foregoing, the Manager shall make all determinations with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, and shall take such steps as may be necessary to implement the same. Such determinations and services shall include determining the manner in which any voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s investment securities shall be exercised. The Manager shall render or cause to be rendered regular reports to the Trust, at regular meetings of its Board of Trustees and at such other times as may be reasonably requested by the Trust’s Board of Trustees, of (i) the decisions made with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, (ii) the reasons for such decisions and (iii) the extent to which those decisions have been implemented.

  • Corporate Services This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the "Corporate Services").

  • Subsidiaries; Affiliates; Capitalization; Solvency (a) Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate.

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