PIPE Investment (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.
The Investment Account; Eligible Investments (a) Not later than the Withdrawal Date, the Master Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit in the Investment Account, in an amount representing:
Trust Account Investments The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants to be held in the Trust Account to be invested only in United States government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Pricing Disclosure Package and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates an initial Business Combination, it will not be required to register as an investment company under the Investment Company Act.
Distributions; Investments Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so. Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock.
Other Investments Other than equity securities held in the ordinary course of business for cash management purposes, the Company does not own or hold the right to acquire any equity securities, ownership interests or voting interests (including voting debt) of, or securities exchangeable or exercisable therefor, or investments in, any other Person.
Eligible Investments The following are Eligible Investments:
Bank Accounts; Investments Capital Contributions, revenues and any other Company funds shall, as directed by Preferred, be deposited by the Company in trading accounts (whether “regulated” or “unregulated”) established in the name of the Company. As provided by Rule 4.20(c) of the Commodity Futures Trading Commission (the “CFTC”), no other funds shall be deposited into the Company’s trading accounts or commingled with Company investments. Funds deposited in the Company’s trading accounts may be withdrawn only to be invested in furtherance of the Company’s purposes, to pay Company debts or obligations or to be distributed to the Members pursuant to this Agreement.
Investment Accounts Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto;
Existing Investments Ball Metal Food Container, LLC, has a loan to Xxxxx Creek Vegetable Company for an original principle amount of $14,000,000 under the Subordinated Term Loan Agreement dated February 28, 2014 Owner Investment 12/31/14 Balance Ball Corporation Xxx Soon-Ball Yamamura Inc. (Taiwan Supreme Metal Packaging) $ 1,425,516 Ball Southeast Asia Holdings (Singapore) PTE Ltd. Thai Beverage Can LTD. 1,276,605 Ball Metal Beverage Container Corp Rocky Mountain Metal Container, LLC 7,021,426 Ball Cayman Limited Latapack S.A. 111,543,610 Ball Cayman Limited Latapack—Ball Embalagens LTDA 84,733,433 Ball Packaging Europe GmbH BKV, Germany 137,979 Ball Packaging Europe Associations GmbH Forum Getrankedose GbR mbH 20,718 Ball Packaging Europe Handelsgesellschaft mbH OKO-PANNON Kht 9,485 Ball Packaging Europe Handelsgesellschaft mbH EKO-KOM a.s. Czech Republic 3,560 Ball Packaging Europe Handelsgesellschaft mbH Slopak, Slovenia 8,044 Ball Packaging Europe Handelsgesellschaft mbH ECO-ROM Ambalaje S.A. 2,082 Ball Packaging Europe UK Ltd. Green Dot Company Ltd., Cyprus 2 Ball Packaging Europe Belgrade d.o.o. SEKOPAK d.o.o., Belgrade 30,512 Ball International Holdings B.V. TBC-Ball Beverage Can Holdings Limited 22,972,000 Ball Asia Pacific Limited Ball Asia Pacific (Hubei) Metal Container Limited 51,872,213 Aerocan S.A.S. Copal S.A.S. 9,238,560 Ball Packaging Europe GmbH SARIO GRUNDSTICKS- VERMIETUNGSGESELLSCHAFT mbH & CO. OBJEKT ELFI 12,306 Ball Trading Germany GmbH, Germany Bund Getränkeverpackungen der Zukunft GbR, Germany 121,560 Ball Packaging Europe Holding BV, The Netherlands Ball Packaging India, India (99)% (2)157,182 Ball Packaging Europe Oss BV, The Netherlands Ball Packaging India, India (1)% (3)1,588 - All equity investments & loans held by the Company and its Subsidiaries with ownership of < 100%
The Investment 1.1 The Feeder Fund will invest all of its investable assets in the Master Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the Feeder Fund a beneficial interest in the Master Portfolio equal in value to the net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the "Account"). The Feeder Fund may add to or reduce its investment in the Master Portfolio in the manner described in the Master Portfolio's registration statement on Form N-1A, as it may be amended from time to time (the "Master Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolio's N-1A.
