Fund Offering Sample Clauses

Fund Offering. The Fund proposes to issue and to sell limited liability company interests (“Interests”) in accordance with a Private Placement Memorandum issued by the Fund, as amended or supplemented from time to time (the “Memorandum”).
AutoNDA by SimpleDocs
Fund Offering. The Fund issues and sells Shares in accordance with the terms of the Fund’s current confidential private placement memorandum (as it may be amended, restated and/or supplemented from time to time, including by documents incorporated by reference therein, the “Memorandum”), amended and restated declaration of trust (as it may be amended and/or restated from time to time, the “Declaration of Trust”), bylaws (as they may be amended and/or restated from time to time, the “Bylaws”) and/or other current governing document (each of the Memorandum, Declaration of Trust, Bylaws and/or other current governing document is referred to herein as a “Governing Document”).
Fund Offering. The Fund proposes to issue and to sell shares of beneficial interests ("Interests") in accordance with a Prospectus issued by the Fund dated May 14, 2004, as amended from time to time (the "Prospectus"). JPMorgan Chase Bank ("JPMorgan") has established a securities lending program for its clients. Each client that participates in the securities lending program as a lender ("Lender") enters into a securities lending agreement with JPMorgan under which, JPMorgan is authorized to invest the cash collateral securing loans of securities of each Lender in a variety of investments. The Fund has been established primarily for the investment and reinvestment of cash collateral on behalf of Lenders participating in JPMorgan's securities lending program.
Fund Offering. The Fund issues and sells Units in accordance with the terms of the Fund's current confidential private placement memorandum (as it may be amended, restated and/or supplemented from time to time, the "Memorandum"), limited liability company agreement (as it may be amended and/or restated from time to time, the "LLC Agreement"), and/or other current governing document (each of the Memorandum, LLC Agreement, and/or other current governing document is referred to herein as a "Governing Document").
Fund Offering. The Fund issues and sells its shares of beneficial interest in the Fund (“Shares”), which may be designated in Series, pursuant to the Fund’s registration statement as amended or supplemented from time to time, including (to the extent such Parts are separately identified) Part A (the prospectus), Part B (the statement of additional information) and Part C, as filed on Form N-2 with the Securities and Exchange Commission (the “Commission” and the “Registration Statement”, respectively), and has appointed and/or expects to appoint several agents as placement agents in connection with the sale of Shares. The Principal Underwriter, acting on an agency basis, serves as the Fund’s designated principal underwriter for purposes of Section 2(a)(29) of the Investment Company Act of 1940 and, in the ordinary course of the Fund’s business, is the sole party authorized to purchase Shares from the Fund and sell the Shares to others. It is specifically the intent of this Agreement that the Placement Agent should not be deemed a principal underwriter for these purposes. The Principal Underwriter has been authorized by the Fund to retain several placement agents to assist in the identification of suitable investors to purchase Shares from the Principal Underwriter. The Principal Underwriter has also been authorized to establish and implement the primary plan of distribution for the Shares and to generally fulfill the functions of an underwriter with respect thereto. The Fund’s sole duly appointed investment adviser is SkyBridge Capital II, LLC (the “Adviser”).
Fund Offering. The Fund proposes to issue and to sell common shares of beneficial interest (“Shares”) in accordance with an Offering Memorandum issued by the Fund dated November 18, 2004, as amended or supplemented from time to time (the “Offering Memorandum”). The Funds have been established primarily for investments by certain clients of X.X. Xxxxxx Investment Management Inc. (“JPMIM”) and its investment advisory affiliates who maintain one or more separately managed private accounts, and who are also “accredited investors,” as defined in Regulation D under the Securities Act of 1933, as amended (Securities Act”).
Fund Offering a. MSOE and its Staff Members are prohibited from offering funds for student loans, including funds for opportunity pool loans, in exchange for a promise of a specified number of education loans, a specified loan volume or a preferred lender arrangement for such loans.
AutoNDA by SimpleDocs

Related to Fund Offering

  • Regulation D Offering Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!