Successor Fund Sample Clauses

Successor Fund. Until the earliest of (i) the termination of the Commitment Period, (ii) the date when 80% of Commitments have been funded, invested, committed or reserved for investments (including Follow-on Investments) or funded or reserved for Fund Expenses; (iii) the date when 60% of Commitments have been funded for investments; and (iv) the termination of the Fund, the General Partner and the Fund Manager shall not, and hereby commit that none of their Affiliates shall, directly or indirectly, accrue any management or advisory fees relating to any vehicle or account (other than any Fund Vehicle)15, having investment objectives that materially overlap with the Investment Objectives (“Successor Fund”), in each case except with the prior written consent of a Majority in Interest.
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Successor Fund. Until the earliest of (i) the termination of the Commitment Period, and (ii) the date when 80%104 of Commitments have been funded, invested, committed or reserved for investments (including Follow-on Investments) or funded or reserved for Fund Expenses; (iii) the date when 60% of Commitments have been funded for investments; and (iv) the termination of the Fund, the General Partner and the Fund Manager shall not, and hereby commit that none ofshall cause their Affiliates shall, directly or indirectly, accrue any management or advisory fees relatingnot to, manage any vehicle or account (other than any Fund Vehicle)15105, having investment objectives that materially overlap withare substantially similar to the Investment Objectives (“"Successor Fund”"), in each case except with the prior written consent [of the LP Advisory Committee or a Majority in Interest.]106
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Successor Fund. Save as provided below, without the sanction of , the General Partner will not and will procure that the Investment Manager and their principals will not act as general partner, manager, investment adviser or the primary source of transactions for any Successor Fund, until 13.4.1 13.4.2 13.4.3
Sample 1
Successor Fund. Until the earliest of (i) the termination of the Commitment Period, and (ii) the date when 80%104 of Commitments have been funded, invested, committed or reserved for investments (including Follow-on Investments) or funded or reserved for Fund Expenses; the General Partner and the Manager shall not, and hereby shall cause their Affiliates not to, manage any vehicle or account (other than any Fund Vehicle)105, having investment objectives that are substantially similar to the Investment Objectives ("Successor Fund"), in each case except with the prior written consent [of the LP Advisory Committee or a Majority in Interest.]106 Time and Attention. Prior to the termination of the Commitment Period, the General Partner shall cause each of the General Partner, Manager, and the Key Persons to devote substantially all of such Person's business time to the affairs of the Fund, the General Partner, the Manager, any Alternative Vehicles, any Parallel Vehicles, any co-investment, Prior Funds, or other investment vehicles permitted by this Agreement. After the termination of the Commitment Period, the General Partner shall cause each of the General Partner, Manager, and Key Persons to devote that portion of their time to the affairs of the Fund as is necessary for the management of the Fund. Co-investment Opportunities.107 The General Partner/[Manager] may provide co-investment opportunities (whether by way of a direct investment in a Portfolio Company or as an investment through an intermediate holding vehicle) to any one or more Limited Partners or [strategic third parties / any third party] to invest side-by-side with the Fund in circumstances where a co-investment opportunity is available; provided that the General Partner may offer such Persons only that portion of an investment opportunity that the General Partner reasonably determines in its sole discretion is not appropriate for the Fund to make (whether by reason of the investment restrictions set forth in Section 7.1 (Investment Restrictions.) or otherwise).108 Any co-investment shall be made and divested at substantially the same time and on the same terms (save as required for legal, tax or regulatory purposes), including the same form or forms of consideration (and in the same proportions of forms of consideration) as the corresponding investment by the Fund. In the case of a co-investment, the co-investor shall bear its pro rata share (based on capital committed to such co-investment by the co-investor i...
Sample 1

Related to Successor Fund

  • Successor Custodian If a successor custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Fund’s investments held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

  • Successor Clause Grievances filed during the term of the 2019-2021 Agreement will be processed to completion in accordance with the provisions of the 2019-2021 Agreement.

  • Successor Corporations A corporation into which an Agent is merged or converted or with which it is consolidated or that results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall forthwith notify such an event to the other parties to this Agreement.

  • Successor Rights This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his executor or, if there is no such executor, to his estate.

  • Merger The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

  • Successor Except as otherwise expressly provided herein, the guarantee herein set forth shall be binding upon GMAC and its respective successors.

  • Sponsored, Closely Held Investment Vehicle An Estonian Financial Institution satisfying the following requirements:

  • Successor Entities In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

  • Collective Investment Vehicle An Investment Entity established in Finland that is regulated as a collective investment vehicle, provided that all of the interests in the collective investment vehicle (including debt interests in excess of $50,000) are held by or through one or more exempt beneficial owners, Active NFFEs described in subparagraph B(4) of section VI of Annex I, U.S. Persons that are not Specified U.S. Persons, or Financial Institutions that are not Nonparticipating Financial Institutions.

  • Successor Negotiations A. If one of the parties desires to modify the Agreement, they shall notify the other party in writing no less than one hundred and eighty (180) days prior to the termination of this Agreement.

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