Co-Investments. The Company may not co-invest with any account managed by the Investment Manager or its affiliated persons in any Investment except in accordance with applicable law, including any exemptive order applicable to the Company.
Co-Investments. The Manager may establish and manage other entities formed for the purpose of investing on a side-by-side basis with the Company or any Series in certain of such Person’s investments. The Manager may, but is not obligated to, offer the opportunity to invest in such a co-investment vehicle to all or any subset of the Members and/or to third parties. Such co- investment vehicles may or may not be charged a management fee, a carried interest or both. The percentage participation of a Member in a co-investment vehicle may be less than or greater than its participation in the Company with respect to a Series. Expenses relating to any specific investment that are common to more than one Series and to a co-investment vehicle will be shared by such entities in accordance with the actual pro rata investment percentages of such Series and the co-investment vehicles participating in such investment, respectively, relating to such investments. The Manager may determine that an investment opportunity in a particular investment is appropriate for, and is available to, one or more Series and one or more co-investment vehicles. In such a case, the Manager will endeavor to allocate such investment opportunities in a fair and equitable manner as determined in its sole discretion. Mammoth Private Capital, LLC
Co-Investments. The Fund may not co-invest with any account managed by the Adviser or its affiliated persons in any Investment except in accordance with applicable law, including any exemptive order applicable to the Fund.
Co-Investments. 12.1 In addition to Party A, each of China Life Insurance (Group) Company (“CLIC”) and China Life Property and Casualty Insurance Company Limited (“P&C Company”) has also entrusted Party B to invest and manage its alternative investment with insurance funds. During the term of the Agreement, in order to increase the investment efficiency and achieve the scale advantage, Party B makes the choice and decision regarding the project investment based on its own discretion, which may result in the Party A, CLIC and P&C Company investing in the same project.
Co-Investments. The Manager may establish and manage other entities formed for the purpose of investing on a side-by-side basis with AVGF and its Series in certain of its investments. The Manager may offer the opportunity to invest in such a co-investment vehicle to all or any subset of the Members and to third parties. The co- investment vehicles may or may not be charged a management fee, a carried interest or both. The percentage participation of a Member in a co-investment vehicle may be less than or greater than its participation in AVGF and its Series. Expenses relating to any specific investment that are common to more than one Series and to a co- investment vehicle will be shared by such entities in accordance with the actual pro rata investment percentages of such Series and the co-investment vehicles participating in such investment, respectively, relating to such investments. The Manager may determine that an investment opportunity in a particular investment is appropriate for, and is available to, one or more Series of AVGF and one or more co-investment vehicles. In such a case, the Manager will endeavor to allocate such investment opportunities in a fair and equitable manner as determined in its sole discretion and any particular investment opportunity may not necessarily be allocated on a pro-rata basis to the Series of AVGF and any co-investment vehicles participating in such investment.
Co-Investments. (a) [REDACTED]
Co-Investments. 24.1 The General Partner acknowledges the Investor’s interest in receiving Side Car Investment opportunities. The General Partner agrees .
Co-Investments. Subject to Section 4.1, wherever deemed appropriate by the General Partner, in its reasonable discretion, the General Partner may offer to third parties including, but not limited to, certain Limited Partners, the opportunity to co-invest in the Partnership’s Investments with the Partnership on such terms and conditions as the General Partner determines (each such opportunity, a “Co-Investment Opportunity”). Any participation by a Limited Partner in a Co-Investment Opportunity shall not be considered a Capital Contributions and shall not be governed by the terms of this Agreement.
Co-Investments. Subject to strategic reasons for involving other investment partners, fiduciary duties of the General Partner to the Partnership and other reasonable considerations such as legal and administrative matters, the General Partner may, in its sole discretion, allow one or more Limited Partners to invest, on a Pro Rata Basis (or such other basis as is agreed to by the General Partner and each of the Limited Partners that elect to participate in such investment), in any Co-Investment Opportunity. The General Partner may condition any Limited Partner’s participation in any Co-Investment Opportunity on that Limited Partner bearing its pro rata share of out-of-pocket expenses incurred by the General Partner or the Partnership in analyzing, negotiating, documenting, administering and otherwise pursuing such Co-Investment Opportunity. The General Partner may require each Limited Partner desiring to participate in a Co-Investment Opportunity to become a limited partner in a special purpose limited partnership or other pooled investment vehicle formed to make such co-investment. Xxxx-Xxxxxxx Exploration II, L.P. Amended and Restated Agreement of Limited Partnership The General Partner or an affiliate thereof may serve as the general partner of any such specially formed partnership. The limited partners shall reimburse the general partner of any such special purpose limited partnership for all out-of-pocket expenses incurred in such capacity. In addition, the General Partner may in its sole discretion give certain Persons, including one or more of the Limited Partners, an opportunity to co-invest directly in a particular Co-Investment Opportunity alongside the Partnership and not through any co-investment vehicle. The General Partner shall adopt such procedures as it deems reasonable to administer the foregoing co-investment provisions, including provisions relating to notice, accredited investor eligibility and other suitability representations, election response times, funding mechanics and default provisions; provided, however, that any agreement among the General Partner, the Partnership and any Limited Partners with respect to any Co-Investment Opportunity shall be on terms that are no less favorable to the Partnership than those available from unaffiliated parties in arm’s length transactions. No investment by any Partner in any Co-Investment Opportunity shall reduce such Partner’s Commitment.
Co-Investments. The Investment Manager may, in its sole discretion, determine to offer co-investment opportunities to one or more Limited Partners or third parties, in either such case, if it determines in good faith that the amount available for the investment is greater than the Investment Manager’s “appetite” for the investment for the Fund (and other TP Flagship Funds) at such time. While no Limited Partner should have any expectation that co-investment opportunities will be offered to it, the Investment Manager believes that having the possibility of allocating co-investment opportunities may be beneficial to the Fund as a whole as it allows the Fund to contemplate opportunities that may exceed the desired allocation to the Fund. Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). As a general matter, the Investment Manager, in determining the allocation of discretionary co-investment opportunities, expects to take into account various facts and circumstances deemed relevant by the Investment Manager. Such factors are likely to include, among others, whether a potential co-investor adds strategic value, industry expertise or other similar synergies, whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, whether the co-investor has the ability to review the co-investment opportunity and provide capital within the time frame required under the circumstances, whether a potential co-investor has a history of participating in co-investment opportunities with the Third Point Group or a history of similar arrangements with other funds, the size of the potential co-investor’s interest to be held in the investment, whether the potential co-investor has demonstrated a long-term and/or continuing commitment to the potential success of the Third Point Group, the Fund, or other co-investments and/or the Affiliated Funds and such other factors that the Investment Manager deems relevant under the circumstances. Co-investment opportunities may be made available through limited partnerships, limited liability companies, other entities formed to make such investments, or otherwise. The Investment Manager may (or may not) earn asset-based fees and/or performance-based compensation (...
