Key Man Event Sample Clauses
A Key Man Event clause defines the consequences and procedures that apply if a specified key individual, often a founder or critical executive, is no longer able to fulfill their role within an organization or project. Typically, this clause identifies who qualifies as a "key man" and outlines actions such as suspending investment activities, requiring investor approval for certain decisions, or triggering a review period. Its core practical function is to protect stakeholders by ensuring that the absence or departure of essential personnel does not jeopardize the interests of the company or its investors.
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Key Man Event. (a) If the employment of any Key Man terminates other than due to death, Disability (as defined in the Key Man Employment Agreement) or Cause (as defined in the Key Man Employment Agreement), a “Key Man Event” shall have occurred. For a period of one (1) year after the occurrence of any Key Man Event, Company Board and Asset Manager shall discuss, and Company shall reasonably consider, potential replacements for the relevant Key Man. If, after such one (1) year period, no suitable replacement for such Key Man, as determined by the Company in its reasonable discretion (acting at the direction of a majority of the Preferred Board Members), is agreed upon by the Asset Manager and Company (acting at the direction of a majority of the Preferred Board Members), then the Company (acting at the direction of a majority of the Preferred Board Members) may, upon written notice to the Asset Manager, immediately terminate this Agreement.
(b) If the employment of any Key Man terminates due to death, Disability (as defined in the Key Man Employment Agreement) or Cause (as defined in the Key Man Employment Agreement), then Asset Manager shall use commercially reasonable efforts to identify a suitable replacement for such Key Man within a reasonable period of time thereafter.
Key Man Event. Not in limitation of any other provision set forth in this Section 4.3, upon the occurrence of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ceasing to own, either personally or through one or more family estate planning vehicles, at least fifty percent (50%) of the voting rights of the General Partner or the Management Company (a “Key Man Event”) prior to the expiration of the Commitment Period, the General Partner shall, as promptly as practicable but in any event no later than thirty (30) days following the Key Man Event, notify the Limited Partners of such occurrence (the “Key Man Event Notice”). Upon delivery of such Key Man Event Notice, each Limited Partner may by written notice to the General Partner elect not to make any further Capital Contributions to the Fund with respect to: (i) each Portfolio Investment for which the Fund, the Management Company, or the General Partner, in each case as of the date of the Key Man Event, has not yet entered into a binding written contract to acquire; and (ii) each Portfolio Investment which is owned by the Fund as of the date of the Key Man Event but for which the Fund, the Management Company, or the General Partner, in each case as of the date of the Key Man Event, has not yet entered into a binding written contract to make one or more follow-on investments. Upon providing such notice to the General Partner, such Limited Partner shall be relieved of any obligation to make additional Capital Contributions for such purposes and shall no longer be entitled to participate in such subsequent Portfolio Investments or follow-on investments; provided, however, that each such Limited Partner must provide written notice to the General Partner within thirty (30) days of receiving such written notice from the General Partner of such election.
Key Man Event. Subject to Section 2.09(e), within 60 days of the Key Man Date, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to 30% of the outstanding Term Loans. Any such prepayment shall be accompanied by accrued interest to the extent required by Section 2.12, together with any additional amounts required pursuant to Section 2.17.
Key Man Event. Notwithstanding anything herein to the contrary, in the event ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ no longer serves as Chief Executive Officer of the Company and/or ▇▇▇▇ ▇▇▇▇▇▇ no longer serves as President of the Company for any reason (in each case, whether due to resignation, termination, death, disability or otherwise) (the “Key Man Event”), then:
(a) the Company shall, as soon as reasonably practicable but in any event within three (3) Business Days following the Key Man Event, deliver a written notice to the Members informing the Members of the Key Man Event;
(b) if the Key Man Event involves the loss of the Chief Executive Officer, from and after the Key Man Event, no Class A Member shall be required to make any additional Capital Contributions to the Company and no Class A Member shall be a Defaulting Member as a result of failing to fund any additional Capital Contribution due on or after the Key Man Event, provided that any Defaulting Member as of the Key Man Event shall continue to be a Defaulting Member from and after the Key Man Event; and
(c) if the Key Man Event involves the loss of the Chief Executive Officer and the President, from and after the Key Man Event, in addition to the consequences provided in clause (b) above, Old Ironsides may replace Carbon (or cause Carbon to be replaced) as the Manager and/or cause the Company to effect a Liquidity Event pursuant to Section 6.5.
Key Man Event. From and after the Effective Date for so long as Centerbridge continues to hold at least the Minimum Ownership Threshold, in the event that the Chief Executive Officer or President of the Company, TypTap Insurance Company or Exzeo USA, Inc. as of the date hereof ceases to be the Chief Executive Officer or President of the Company, TypTap Insurance Company or Exzeo USA, Inc., as applicable (the “Key Man Event”), then his successor will be identified and selected by a special committee of the Board, which committee shall include the Centerbridge Director.
Key Man Event. There shall not have been a Key Man Event.
Key Man Event. (a) Subject to Section 6.9(b) below, upon the occurrence of a Key May Event:
(i) the General Partner shall provide written notice (the “Key Man Notice”) to each Limited Partner as promptly as reasonably practicable; and
(ii) if the Key Man Notice is sent prior to the expiration of the Investment Period, the Investment Period shall be suspended immediately (subject to unfunded commitments where the Partnership has a pre-existing legal obligation to fund); provided, that if the affirmative vote of a Simple Majority to resume the Investment Period is not obtained within 180 days of the date the Key Man Notice was sent, the Investment Period shall immediately terminate.
(b) In the event a Limited Partner asserts that a Key Man Event has occurred and provides the General Partner with a written statement describing in reasonable detail the facts and circumstances supporting such assertion, and such occurrence is disputed in good faith by the General Partner acting reasonably, such dispute shall be resolved as set forth in Section
Key Man Event. ▇▇▇▇▇▇▇▇▇ shall cease to serve as the Chief Executive Officer of the Borrower and a replacement Chief Executive Officer (either interim or permanent) acceptable to the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) has not been appointed within 180 days after the date ▇▇▇▇▇▇▇▇▇ ceases to serve as Chief Executive Officer of the Borrower.
Key Man Event. In the event that D▇▇▇▇ ▇▇▇▇▇▇, Jr. is no longer actively involved in the day-to-day management of Alluvial Fund, LP for any reason for 90 consecutive days, the Investor, in its sole discretion, may replace the General Partner as the general partner of Alluvial Fund, LP, or appoint a new general partner. In such case, the Investor’s share of the management fees and incentive fees paid pursuant to Section 6 hereof (Fee Share) shall increase to [***], with D▇▇▇▇ ▇▇▇▇▇▇, Jr. or his beneficiaries or assigns receiving the remaining [***]. In such case, the parties hereto undertake to enter into such definitive documentation as may be necessary or advisable to memorialize the foregoing, including, without limitation, amended or modified Fund Documents.