Greenhill Commitments Clause Samples

Greenhill Commitments. (a) Subject to the conditions set forth in Section 6.02(b), Greenhill commits to invest, as a limited partner, (i) $5 million in GCP III and (ii) $2.5 million in GVP II (the “Commitments”). (b) Each Commitment shall be subject to the satisfaction or waiver by Greenhill of the following conditions: (i) (A) In the case of the Commitment to GCP III, a minimum first closing of $250 million, and (B) in the case of the Commitment to GVP II, a minimum first closing of $50 million. (ii) The terms and conditions of the limited partnership agreement, subscription agreement and other fund documents for GCP III or GVP II, as applicable (including, without limitation, (x) the “key person” provisions thereof and (y) the investment mandate thereof), shall be reasonably satisfactory to Greenhill (it being understood and agreed that terms and conditions which are substantially similar to those of GCP II (in the case of GCP III) or GSAV (in the case of GVP II) shall be deemed to be satisfactory for these purposes). (c) Prior to the entry into a definitive subscription agreement or other definitive documentation for such Commitment, each Commitment shall terminate automatically and be of no further force or effect upon the earlier to occur of (i) the termination by Greenhill of the License Agreement or any Management Agreement in accordance with the terms thereof and (ii) the death or Disability of ▇▇▇▇▇▇▇. (d) Without limitation of Section 6.02(c), if a first closing for the applicable New Fund meeting the requirements set forth in Section 6.02(b)(i)(A) or (B) (as applicable) has not occurred prior to the date that is two years after the Closing Date, then ▇▇▇▇▇▇▇▇▇’▇ Commitment to such New Fund shall automatically terminate and be of no further force or effect.