Investments in Portfolio Companies Clause Samples

Investments in Portfolio Companies. (a) CO-INVESTMENT. The Partnership shall co-invest with the other Co-Investment Funds in a manner determined in the sole discretion of the General Partner to be in accordance with Section 4.7 of the Institutional Fund Agreement.

Investments in Portfolio Companies. From and after the Final Closing Date, the Company will not invest more than 10% of the aggregate Commitments of all Members in any single Portfolio Company (including in such limitation (a) investments in any direct or indirect subsidiary of such Portfolio Company and (b) the amount of any outstanding obligations of such Portfolio Company (or direct or indirect subsidiary of such Portfolio Company) that have been guaranteed by the Company) measured at the time of the investment. A wholly owned subsidiary of the Company will not be treated as a Portfolio Company and therefore will not be subject to this limitation.

Investments in Portfolio Companies. 2.1. The provisions of this clause 2.1 apply where the Conflicted Investment relates to a company in which the Manager or any Associate of the Manager has previously concluded an investment, whether on its own account or on behalf of any third party ("Portfolio Investment"). 2.1.1. Any proposed Portfolio Investment shall be a Conflicted Investment in respect of which the Manager must comply with the provisions of this clause 2. 2.1.2. A Portfolio Investment in which a third party (or third parties) who: • are independent of the Manager; and • do not have an existing investment in the proposed Portfolio Investment investee company will complete a Material Investment simultaneously with the Manager's investment for the Fund, at the same valuation and on pari passu terms, shall be deemed not to be a Conflicted Investment. 2.1.3. For the purposes of clause 2.1.2, a "Material Investment" shall be deemed to be any investment, or the aggregated value of independent third party investments, which equates to at least 20% of the value of the Portfolio Investment which the Manager proposes to complete on behalf of the Fund, subject to a minimum co-investment of £10,000.

Investments in Portfolio Companies. The Company will not invest more than 10% of the aggregate Commitments of all Members in any single Portfolio Company (including in such limitation investments in any direct or indirect subsidiary of such Portfolio Company). For the avoidance of doubt, for purposes of applying this limitation, investment in a Portfolio Company through participation in the Unitranche Fund or another Intermediate Entity shall be measured by reference to the Company’s indirect investment in the Portfolio Company through the Unitranche Fund or such other Intermediate Entity.

Investments in Portfolio Companies. From and after the date hereof, the Company will not invest more than 10% of the aggregate invested capital of the Company in any single Portfolio Company (including in such limitation (a) investments in any direct or indirect subsidiary of such Portfolio Company and (b) the amount of any outstanding obligations of such Portfolio Company (or direct or indirect subsidiary of such Portfolio Company) that have been guaranteed by the Company) measured at the time of the investment. A wholly owned subsidiary of the Company will not be treated as a Portfolio Company and therefore will not be subject to this limitation.

Investments in Portfolio Companies. No loan by the Company to a single borrower or its affiliates will exceed 10% of the Total Portfolio Amount at the time made, except that one loan by the Company to a single borrower or its affiliates may be outstanding at any point in time that exceeds 10% of the Total Portfolio Amount but does not exceed 15% of Total Portfolio Amount at the time made. In no event will the aggregate amount outstanding at any point in time of all loans by the Company to a single borrower or its affiliates that are each greater than 5% of the Total Portfolio Amount exceed 50% of the Total Portfolio Amount. No more than 15% of the Total Portfolio Amount will comprise loans by the Company to borrowers in the same Standard Industrial Code (by reference to the four digits of the Standard Industrial Code). The Company may make any investment through a subsidiary, special purpose vehicle or other entity; provided that any such subsidiary, special purpose vehicle or other entity must be treated as either a partnership or a disregarded entity for U.S. federal income tax purposes unless the Management Committee approves a different classification for U.S. federal income tax purposes.

Investments in Portfolio Companies. (a) CO-INVESTMENT. The Partnership shall co-invest (and, in connection with such co-investments acquire, hold, manage and Transfer Securities) with the other Co-Investment Funds in a manner determined in the by the general partner of the Institutional Fund pursuant to the Institutional Fund Agreement; PROVIDED that in all instances the Partnership shall co-invest with the other Co-Investment Funds PRO RATA (allowing for rounding) on the basis of committed capital in the same class or classes of Securities acquired by the Co-Investment Funds on the same terms and at the same time as the Co-Investment Funds, except that the Partnership may purchase from the Co-Investment Funds its PRO RATA share of any portfolio investment acquired by the Co-Investment Funds prior to a Closing Date at the acquisition cost to the Co-Investment Funds, plus interest (calculated from the date the Co-Investment Funds acquired such investment) at a rate per annum equal to the Prime Rate plus two percent (2%).

Investments in Portfolio Companies. From and after the Final Closing Date, the Company will not invest more than 10% of the aggregate Commitments of all Members in any single Portfolio Company (including in such limitation (a) investments in any direct or indirect subsidiary of such Portfolio Company, and (b) the amount of any outstanding obligations of such Portfolio Company (or direct or indirect subsidiary of such Portfolio Company) that have been guaranteed by the Company) measured at the time of the investment. For the avoidance of doubt, for purposes of applying this limitation, investment in a Portfolio Company through participation in any Intermediate Entity shall be measured by reference to the Company’s indirect investment in the Portfolio Company through any such Intermediate Entity. A wholly owned subsidiary of the Company will not be treated as a Portfolio Company and therefore will not be subject to this limitation.

Investments in Portfolio Companies. The parties hereby acknowledge that: (a) the form of investment in each Portfolio Company shall be determined by the Main Fund GP; and (b) any investment in a Portfolio Company (including the provisions of any Portfolio Company Guarantee) may be made through the QLP GP or the Main Fund GP, as applicable, or through a nominee company as bare trustee, for the benefit, and on behalf, of each of the Parallel Investors on a basis consistent with the relative separate beneficial interests of each Parallel Investor in such investment (and related Portfolio Company Guarantee, if applicable). The QLP GP or the Main Fund GP, as applicable, or such nominee company, as the case may be, shall exercise the rights of the Parallel Investors under all shareholder and other investment agreements governing the interests of the Parallel Investor in a Portfolio Company to which the QLP GP or the Main Fund GP, as applicable, or such nominee company, as applicable, is a party, in accordance with Section 2.8. At the request of the QLP GP or the Main Fund GP, each Parallel Investor shall execute and deliver an acknowledgement or agreement concerning its interest in any Portfolio Securities or its several obligation in respect of any Portfolio Company Guarantee (including, without limitation, a form of guarantee evidencing its Pro Rata Share of any Portfolio Company Guarantee).