Subscription Facility Clause Samples

A Subscription Facility is a credit arrangement provided to investment funds, typically private equity funds, allowing them to borrow against the capital commitments of their investors. In practice, the lender extends a revolving line of credit to the fund, secured by the investors’ uncalled capital, which the fund can draw upon to make investments or cover expenses before calling capital from investors. This clause facilitates liquidity management for the fund, enabling timely investments and operational flexibility while reducing the frequency and urgency of capital calls to investors.
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Subscription Facility. The General Partner may seek, obtain and maintain (and may modify, replace and refinance) one or more credit facilities (each a “Subscription Facility”) with one or more third party lenders (individually and collectively the “Lender”). The amount of outstanding debt under all Subscription Facilities will not at any time exceed fifty percent (50%) of the Partners’ aggregate Capital Commitments and Reserve Commitments. Each Subscription Facility may be in the name and for the account of the Fund and/or any one or more Alternative Investment Vehicles, Operating Companies or other intermediate entities controlled by the Fund (each a “Facility Borrower”).
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Subscription Facility. Borrower confirms that the Transactions are permitted under Section 4.3.1 of the Operating Agreement.
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Subscription Facility a. The Company and certain of its affiliates, and the Adviser on behalf of the Company and/or certain of its affiliates, shall be authorized to incur indebtedness and/or enter into financing arrangements (in each case, including as a guarantor in respect thereof) under such terms and for any purpose permitted under this Subscription Agreement and/or the Company’s Articles of Amendment and Restatement (the “Articles”) (or equivalent document of any affiliate of the Company) as it may elect, including, but not limited to, on a joint and several basis with parallel funds, alternative investment vehicles and other affiliates of the Company. In connection therewith, the Company, certain of its affiliates and the Adviser shall be authorized to pledge, charge, mortgage, assign, transfer and grant security interests to or in favor of a lender in (i) $150,000,000 minus the aggregate purchase price paid by the Subscriber with respect to the Shares purchased by the Subscriber as of the date of such pledge (the “Unused Capital Commitment”), (ii) the rights of the Company and the Adviser under this Subscription Agreement, the Articles, and/or that certain Advisory Agreement dated as of March 23, 2023 (the “Advisory Agreement”), among the Company, the Adviser and Invesco Commercial Real Estate Finance Trust Investments, LP, a Delaware limited partnership (the “Operating Partnership”), including to deliver Purchase Notices (as defined below), to receive payment by the Subscriber of the purchase price for the Shares and the Subscriber’s Unused Capital Commitment, and to enforce all remedies against any subscriber (including the Subscriber) that fails to fund its respective Unused Capital Commitment, (iii) this Subscription Agreement and the obligations of the Subscriber hereunder (including to purchase the Shares at the purchase price as and when required under this Subscription Agreement, the Articles, the Advisory Agreement and/or pursuant to one or more Purchase Notices), (iv) any account into which the Company and/or the Adviser may direct payment by the Subscriber of the purchase price for the Shares and/or its Unused Capital Commitment, in each case pursuant to a written notice from the Company to the Subscriber of each closing regarding the purchase of an amount of Shares at such closing (each, a “Purchase Notice”) or otherwise, and (v) any related collateral and proceeds thereof (any such financing arrangement or indebtedness, a “Subscription Facility”). b. The Su...
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Subscription Facility. The obligations of the Investor REIT under this Agreement constitute a "Guarantee" as defined in each Subscription Agreement. The Secured Parties collectively constitute the "Lenders" as defined in each Subscription Agreement. The assignment or pledge pursuant to the Loan Documents by the Investor REIT of the Subscription Agreements and Capital Commitments of the Investors and the execution and delivery of the Investor Letters by the Investor REIT as attorney-in-fact for the Investors are expressly authorized by Section 5.7 of each Subscription Agreement.
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Related to Subscription Facility

  • Subscription (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

  • User Subscriptions 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Term solely for the Customer’s internal business operations. 2.2 In relation to the Authorised Users, the Customer undertakes that: 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services; and 2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidential. 2.3 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that: 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.3.2 facilitates illegal activity; 2.3.3 depicts sexually explicit images; 2.3.4 promotes unlawful violence; 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.3.6 is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify WorkInConfidence. 2.5 Where Customer grants access to the Service to any third party it shall be responsible for actions of such third party.