VORNADO Sample Clauses

VORNADO. VORNADO REALTY TRUST, a Maryland real estate investment trust By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President VORNADO OP: VORNADO REALTY L.P., a Delaware limited partnership By: Vornado Realty Trust, a Maryland real estate investment trust, its general partner By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President
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VORNADO. Vornado shall not be permitted to sell, transfer, pledge, redeem or otherwise dispose of its units in the MLP for a period of one-year from the date of the IPO.
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VORNADO. The Corporation shall grant Vornado and its affiliates an irrevocable waiver from the Corporation’s excess share provision set forth in its Articles of Incorporation enabling Vornado to own at any time up to 22.5% of the Corporation’s common stock (determined in accordance with Paragraph 5e), or such lesser amount as is required from time to time under applicable rules of the Internal Revenue Code, provided that no one equityholder of Vornado is deemed to own more than 8.9% of the outstanding common stock of the Corporation. Vornado shall receive at closing of the IPO an opinion of counsel to the Corporation with respect to the valid, binding and enforceable nature of the waiver. The MLP and the Corporation represent and warrant to Vornado that upon consummation of the IPO, Vornado’s units in the MLP will not represent more than 20% of the Corporation’s common stock, such percentage determined in accordance with Section 5e. The parties hereto agree that Vornado may transfer its interest in the MLP to and among wholly-owned subsidiaries of Vornado for tax planning purposes, including taxable REIT subsidiaries, subject to publicly traded partnership restrictions.
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Related to VORNADO

  • Management of Partnership Section 2.01

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

  • Sole Member As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

  • Management of the Partnership (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

  • 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.

  • General Partners Each Plains Entity or GP Entity that serves as a general partner of another Plains Entity or GP Entity has full corporate or limited liability company power and authority, as the case may be, to serve as general partner of such Plains Entity or GP Entity, in each case in all material respects, as disclosed in the Pricing Disclosure Package and the Prospectus.

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

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

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