Common use of Repurchase Procedures Clause in Contracts

Repurchase Procedures. Unless otherwise determined by the Board of Trustees from time to time, including as a result of changes in Relevant Laws, Shareholders shall be subject to the following repurchase procedures with regard to any Repurchase Offers approved by the Board of Trustees: (i) Shareholders choosing to tender Shares for repurchase must do so by the date specified in the notice describing the terms of the Repurchase Offer (the “Expiration Date”); (ii) Shares (tendered and accepted) will be valued as of the date on which Shares are to be repurchased (the “Valuation Date”); (iii) Promptly after the Expiration Date, each Shareholder whose Shares have been accepted for repurchase by the Fund will receive a repurchase instrument from the Fund (the “Repurchase Instrument”), which will be held by the Administrator or another agent of the Fund on behalf of the Shareholder, entitling the Shareholder to be paid an amount equal to the value, determined as of the Valuation Date, of the repurchased Shares; (iv) The Repurchase Instrument, which will be non-interest bearing and non-transferable, may contain terms providing for payment of the shares so repurchased at two separate times, with the first payment representing a portion of the estimated value of the repurchased Shares, determined as of the Valuation Date, and the second and final payment representing an amount equal to the excess, if any, of (1) the aggregate value of the repurchased Shares, determined as of the Valuation Date based upon the results of the annual audit of the Fund’s financial statements for the fiscal year in which the Valuation Date of such repurchase occurred, over (ii) the initial payment; (v) Except as otherwise provided in the Repurchase Instrument, the holder of a Repurchase Instrument shall not be a Shareholder of the Fund and shall have no other rights (including, without limitation, any voting rights) under this Declaration of Trust; and (vi) If the Fund (or, as applicable, a Series or class) is liquidated or dissolved prior to the original Valuation Date, the Valuation Date shall become the date on which the Fund (or Series or class) is liquidated or dissolved. The Board of Trustees may, from time to time, amend the foregoing policies and procedures and establish such other polices and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Fund and Shareholders, including with limitation the imposition of fees for the repurchase of all or some Shares through Repurchase Offers.

Repurchase Procedures. Unless otherwise determined by If the Board Company exercises the Repurchase Option to repurchase any of Trustees from time to timethe shares of Non-Vested Shares as set forth herein, including as a result of changes in Relevant Laws, Shareholders the Company shall be subject give to the following repurchase procedures with regard to any Repurchase Offers approved by the Board of Trustees: (i) Shareholders choosing to tender Shares for repurchase must do so by the date specified in the Stockholder a written notice describing the terms of the Repurchase Offer (the “Expiration Date”); (ii) Shares (tendered and accepted) will be valued as of the date on which Shares are to be repurchased (the “Valuation Date”); (iii) Promptly after the Expiration Date, each Shareholder whose Shares have been accepted for repurchase by the Fund will receive a repurchase instrument from the Fund (the “Repurchase InstrumentNotice”), which will be held by ) within the Administrator or another agent 120 day period referenced in Section 3(c) specifying the number of shares the Fund on behalf of Company is electing to repurchase and the Shareholder, entitling the Shareholder aggregate consideration to be paid for such Stock, which Repurchase Notice shall be signed by an amount equal officer of the Company and delivered as provided in Section 12.1 of this Agreement. The Repurchase Notice shall further set a closing date for the purchase, which date shall not be less than ten (10) nor more than twenty (20) days after the date of the Repurchase Notice. Such purchase shall take place at the principal office of the Company. At the closing, the Stockholder, or the Stockholder’s legal representative, shall deliver to the value, determined as of Company the Valuation Date, of the repurchased Shares; (iv) The Repurchase Instrument, which will be non-interest bearing and non-transferable, may contain terms providing for payment certificate or certificates representing all of the shares so repurchased at two separate timesof Stock to be purchased, with the first payment representing a portion of the estimated value of the repurchased Shares, determined as of the Valuation Dateduly endorsed, and the second and final payment representing an Company, upon the receipt of such certificate or certificates shall deliver either (i) a check in the amount equal to the excess, if any, of (1) the aggregate value of the repurchased Shares, determined as of the Valuation Date based upon the results of the annual audit of the Fund’s financial statements for the fiscal year in which the Valuation Date of such repurchase occurred, over purchase price or (ii) a written acknowledgment of a reduction of indebtedness of the initial payment; (v) Except as otherwise provided in Stockholder to the Company by the amount of the purchase price. The purchase price for each share of Stock for which the Company may exercise the Repurchase InstrumentOption is equal to $.0001 (as adjusted to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Common Stock occurring after the date hereof). Except to the extent that such certificate or certificates are being held in escrow by the Company, if the Stockholder or the Stockholder’s legal representative fails to deliver the certificate or certificates to the Company at the closing in accordance with the terms hereof or, alternatively, fails to provide the Company with a duly executed affidavit of loss, destruction or mutilation with respect to such certificates, the holder Company may deposit the purchase price (or the applicable written acknowledgment of a Repurchase Instrument shall not be a Shareholder reduction of indebtedness) with the Secretary or Treasurer of the Fund Company, and thereafter the Stock to be repurchased shall be deemed to have been sold and transferred to the Company, and the Stockholder or the Stockholder’s legal representative, despite the failure to deliver the certificate or certificates, shall have no other further rights (includingas a Stockholder of the Company with respect to such shares of Stock. In such event, the Secretary or the Treasurer of the Company shall continue to hold the purchase price for such shares of Stock and shall make payment thereof, without limitationinterest, any voting rights) under this Declaration upon delivery of Trust; and (vi) If the Fund (or, as applicable, a Series certificate or class) is liquidated or dissolved prior certificates to the original Valuation Date, the Valuation Date shall become the date on which the Fund (or Series or class) is liquidated or dissolved. The Board of Trustees may, from time to time, amend the foregoing policies and procedures and establish such other polices and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Fund and Shareholders, including with limitation the imposition of fees for the repurchase of all or some Shares through Repurchase OffersCompany.

Repurchase Procedures. Unless otherwise determined by the Board of Trustees from time to time, including as a result of changes in Relevant Laws, Shareholders shall be subject At least fifteen (15) days prior to the following date of any repurchase procedures with regard pursuant to any Section 4(a) or 4(b) above, the Company shall mail written notice, first class postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Covered Series B Shares, at the address last shown on the records of the Company for such holder, notifying such holder of the repurchase to be effected, specifying the number of shares to be repurchased from such holder, the applicable date of repurchase (the "Repurchase Offers approved by Date"), the Board of Trustees: (i) Shareholders choosing to tender Shares for repurchase must do so by Series B Repurchase Price then in effect, the date specified in the notice describing the terms amount of the Repurchase Offer (Premium payable, if any, the “Expiration Date”); (ii) Shares (tendered place at which payment may be obtained and accepted) will be valued as of calling upon such holder to surrender to the date on which Shares are Company or its designee, in the manner and at the place designated, his or its certificate or certificates representing the shares to be repurchased (the “Valuation Date”"Repurchase Notice"); (iii) Promptly . Except as provided in Section 4(i), on or after the Expiration Repurchase Date, each Shareholder whose holder of Covered Series B Shares have been accepted to be repurchased shall surrender to the Company or its designee the certificate or certificates representing such shares (or a form of indemnity for repurchase by lost certificate in a form and substance reasonably acceptable to the Fund will receive a repurchase instrument from the Fund (the “Repurchase Instrument”Company), which will in the manner and at the place designated in the Repurchase Notice, and thereupon the Series B Repurchase Price of such shares then in effect shall be held by payable to the Administrator or another agent order of the Fund person whose name appears on behalf of such certificate or certificates as the Shareholderowner thereof and each surrendered certificate shall be cancelled (or, entitling the Shareholder to be paid an amount equal to the valueextent applicable, determined as of transferred and assigned in accordance with Section 4(i) below). In the Valuation Dateevent less than all the shares represented by any such certificate are repurchased (or transferred in accordance with Section 4(i) below), of the repurchased Shares; (iv) The Repurchase Instrument, which will be non-interest bearing and non-transferable, may contain terms providing for payment Company shall issue to such holder a new certificate representing the portion of the shares so repurchased at two separate times, with the first payment representing a portion of the estimated value of the repurchased Shares, determined as of the Valuation Date, and the second and final payment representing an amount equal to the excess, if any, of (1) the aggregate value of the repurchased Shares, determined as of the Valuation Date based upon the results of the annual audit of the Fund’s financial statements for the fiscal year in which the Valuation Date of such repurchase occurred, over (ii) the initial payment; (v) Except as otherwise provided in the Repurchase Instrument, the holder of a Repurchase Instrument shall not be a Shareholder of the Fund and shall have no other rights (including, without limitation, any voting rights) under this Declaration of Trust; and (vi) If the Fund (or, as applicable, a Series or class) is liquidated or dissolved prior to the original Valuation Date, the Valuation Date shall become the date on which the Fund (or Series or class) is liquidated or dissolved. The Board of Trustees may, from time to time, amend the foregoing policies and procedures and establish such other polices and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Fund and Shareholders, including with limitation the imposition of fees for the repurchase of all or some Shares through Repurchase Offersrepurchased.

Repurchase Procedures. Unless otherwise determined by the Board of Trustees from time to time, including as a result of changes in Relevant Laws, Shareholders shall be subject to the following repurchase procedures with regard to any Repurchase Offers approved by the Board of Trustees: (i) Shareholders choosing to tender Shares for repurchase must do so by the date specified in the notice describing the terms of the Repurchase Offer (the “Expiration Date”); (ii) Shares (tendered and accepted) will be valued as of the date on which Shares are to be repurchased (the “Valuation Date”); (iii) Promptly after the Expiration Date, each Shareholder whose Shares have been accepted for repurchase by the Fund will receive a repurchase instrument from the Fund (the “Repurchase Instrument”), which will be held by the Administrator or another agent of the Fund on behalf of the Shareholder, entitling the Shareholder to be paid an amount equal to the value, determined as of the Valuation Date, of the repurchased Shares; (iv) The Repurchase Instrument, which will be non-interest bearing and non-transferable, may contain terms providing for payment of the shares so repurchased at two separate times, with the first payment representing a portion of the estimated value of the repurchased Shares, determined as of the Valuation Date, and the second and final payment representing an amount equal to the excess, if any, of (1) the aggregate value of the repurchased Shares, determined as of the Valuation Date based upon the results of the annual audit of the Fund’s financial statements for the fiscal year in which the Valuation Date of such repurchase occurred, over (ii) the initial payment; (v) Except as otherwise provided in the Repurchase Instrument, the holder of a Repurchase Instrument shall not be a Shareholder of the Fund and shall have no other rights (including, without limitation, any voting rights) under this Declaration of Trust; and (vi) If the Fund (or, as applicable, a Series or class) is liquidated or dissolved prior to the original Valuation Date, the Valuation Date shall become the date on which the Fund (or Series or class) is liquidated or dissolved. The Board of Trustees may, from time to time, amend the foregoing policies and procedures and establish such other polices policies and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Fund and Shareholders, including with limitation the imposition of fees for the repurchase of all or some Shares through Repurchase Offers.

Repurchase Procedures. Unless otherwise determined by the Board of Trustees from time to time, including as a result of changes in Relevant Laws, Shareholders shall be subject At least thirty (30) days prior to the following date of any repurchase procedures with regard pursuant to any Section 4(a) above, the Company shall mail written notice, first class postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Covered Series B Shares, at the address last shown on the records of the Company for such holder, notifying such holder of the repurchase to be effected, specifying the number of shares to be repurchased from such holder, the applicable date of repurchase (the “Repurchase Offers approved by Date”), the Board of Trustees: (i) Shareholders choosing to tender Shares for repurchase must do so by Series B Repurchase Price then in effect, the date specified in the notice describing the terms amount of the Repurchase Offer (Premium payable, if any, the “Expiration Date”); (ii) Shares (tendered place at which payment may be obtained and accepted) will be valued as of calling upon such holder to surrender to the date on which Shares are Company or its designee, in the manner and at the place designated, his or its certificate or certificates representing the shares to be repurchased (the “Valuation DateRepurchase Notice”); (iii) Promptly . Except as provided in Section 4(g), on or after the Expiration Repurchase Date, each Shareholder whose holder of Covered Series B Shares have been accepted to be repurchased shall surrender to the Company or its designee the certificate or certificates representing such shares (or a form of indemnity for repurchase by lost certificate in a form and substance reasonably acceptable to the Fund will receive a repurchase instrument from the Fund (the “Repurchase Instrument”Company), which will in the manner and at the place designated in the Repurchase Notice, and thereupon the Series B Repurchase Price of such shares then in effect shall be held by payable to the Administrator or another agent order of the Fund person whose name appears on behalf of such certificate or certificates as the Shareholderowner thereof and each surrendered certificate shall be cancelled (or, entitling the Shareholder to be paid an amount equal to the valueextent applicable, determined as of transferred and assigned in accordance with Section 4(g) below). In the Valuation Dateevent less than all the shares represented by any such certificate are repurchased (or transferred in accordance with Section 4(g) below), of the repurchased Shares; (iv) The Repurchase Instrument, which will be non-interest bearing and non-transferable, may contain terms providing for payment Company shall issue to such holder a new certificate representing the portion of the shares so repurchased at two separate times, with the first payment representing a portion of the estimated value of the repurchased Shares, determined as of the Valuation Date, and the second and final payment representing an amount equal to the excess, if any, of (1) the aggregate value of the repurchased Shares, determined as of the Valuation Date based upon the results of the annual audit of the Fund’s financial statements for the fiscal year in which the Valuation Date of such repurchase occurred, over (ii) the initial payment; (v) Except as otherwise provided in the Repurchase Instrument, the holder of a Repurchase Instrument shall not be a Shareholder of the Fund and shall have no other rights (including, without limitation, any voting rights) under this Declaration of Trust; and (vi) If the Fund (or, as applicable, a Series or class) is liquidated or dissolved prior to the original Valuation Date, the Valuation Date shall become the date on which the Fund (or Series or class) is liquidated or dissolved. The Board of Trustees may, from time to time, amend the foregoing policies and procedures and establish such other polices and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Fund and Shareholders, including with limitation the imposition of fees for the repurchase of all or some Shares through Repurchase Offersrepurchased.