Trust Governing Documents Clause Samples

Trust Governing Documents. The Trust shall have furnished Sierra Services with copies, properly certified or authenticated as Sierra Services may reasonably request, of the following documents and of all amendments or supplements thereto ("Governing Documents"): (1) The Agreement and Declaration of Trust, as amended and in effect as of the date of this Agreement (such Declaration of Trust, as they may be amended from time to time hereafter, the "Declaration of Trust"); (2) The Trust's Bylaws, as amended and in effect as of the date of this Agreement (such Bylaws, as they may be amended from time to time hereafter, the "Bylaws"); (3) Resolutions of the Trust's Board of Trustees authorizing the appointment of Sierra Services as a Distributor of the Shares and authorizing this Agreement as hereby amended and restated; (4) The Trust's Notification of Registration filed pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act, as filed with the Securities and Exchange Commission (the "SEC") on October 31, 1995; (5) The Trust's registration statement on Form N-2 under the 1933 Act, (File No. 33-27489) and under the 1940 Act as filed with the SEC on October 31, 1995 relating to the Shares of the Fund, and all amendments thereto; (6) The most recent Prospectus relating to the Shares; and (7) All documents, notices and reports filed with the SEC. The Trust authorizes Sierra Services and any Broker with whom Sierra Services has entered into Dealer Agreements to use, in connection with the sale of Shares, any Prospectus furnished by the Trust from time to time. Sierra Services shall not, and shall take reasonable steps to ensure that no Broker will, give any information nor make any representations, concerning any aspect of the Shares or the Trust to any persons or entity unless such information or representations are contained in the Registration Statement and/or the pertinent Prospectus, or are contained in sales or promotional literature approved by the Trust. Sierra Services shall not use, and shall take reasonable steps to ensure that no Broker will, use any sales promotion material or advertising that has not been previously approved by the Trust.
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Trust Governing Documents. The Trust shall have furnished Sierra Services with copies, properly certified or authenticated as Sierra Services may reasonably request, of the following documents and of all amendments or supplements thereto ("Governing Documents"):
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Trust Governing Documents. The Trust shall have furnished Sierra Services with copies, properly certified or authenticated as Sierra Services may reasonably request, of the following documents and of all amendments or supplements thereto ("Governing Documents"): (1) The Agreement and Declaration of Trust, as amended and in effect as of the date of this Agreement (such Declaration of Trust, as they may be amended from time to time hereafter, the "Declaration of Trust"); (2) The Trust's Bylaws, as amended and in effect as of the date of this Agreement (such Bylaws, as they may be amended from time to time hereafter, the "Bylaws"); (3) Resolutions of the Trust's Board of Trustees authorizing the appointment of Sierra Services as a Distributor of the Shares and authorizing this Agreement as hereby amended and restated;
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Trust Governing Documents. The Trust shall have furnished Sierra Services with copies, properly certified or authenticated as Sierra Services may reasonably request, of the following documents and of all amendments or supplements thereto ("Governing Documents"): (1) The Agreement and Declaration of Trust, as amended and in effect as of the date of this Agreement (such Declaration of Trust, as they may be amended from time to time hereafter, the "Declaration of Trust"); (2) The Trust's Bylaws, as amended and in effect as of the date of this Agreement (such Bylaws, as they may be amended from time to time hereafter, the "Bylaws"); (3) Resolutions of the Trust's Board of Trustees authorizing the appointment of Sierra Services as a Distributor of the Shares and authorizing this Agreement as hereby amended and restated; (4) The Trust's Notification of Registration filed pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act, as filed with the Securities and Exchange Commission (the "SEC") on October 31, 1995; (5) The Trust's registration statement on Form N-2 under the Securities Act of 1933, as amended (the "1933 Act"), (File No. 33-27489) and under the 1940 Act as filed with the SEC on October 31, 1995 relating to the Shares of the Fund, and all amendments thereto; (6) The most recent Prospectus relating to the Shares; and (7) All documents, notices and reports filed with the SEC.
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Related to Trust Governing Documents

  • Governing Documents Manager will provide Subadviser with copies of (i) the Trust’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund’s currently effective prospectus and statement of additional information, as set forth in the Trust’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.

  • Capitalization; Governing Documents As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 shares of Common Stock, of which 4,005,718,437 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

  • CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, Amended and Restated By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Adviser acknowledges that the Trustees retain ultimate plenary authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

  • No Violations of Governing Documents Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation, by-laws or other equivalent organizational or governing documents.

  • Governing Document In the event of a conflict between the terms of the Offering Documents, the Indenture, the Pooling Agreement and this Agreement with respect to the Asset Representations Reviewer, the terms of this Agreement shall control; provided, however, that to the extent that a conflict exists as a result of an interpretation or clarification of any term of this agreement or other legislation or rulemaking by any governmental entity, including the Securities and Exchange Commission, the parties hereto agree to amend this Agreement to address any such conflict.