ERISA Partners definition
Examples of ERISA Partners in a sentence
Notwithstanding any other provision of this Agreement, no modification or amendment of this Agreement that would adversely affect the interests of either the ERISA Partners or the BHC Partners shall take effect without the written consent of the ERISA Partners with more than one-half (1/2) of the aggregate Voting Interests of the ERISA Partners or the written consent of the BHC Partners with more than one-half (1/2) of the aggregate Voting Interests of the BHC Partners.
This shall include, but not be limited to, ensuring that the ERISA Partners shall, in the aggregate, hold less than twenty-five percent (25%) of the total value of each class of equity interest in the Partnership, as determined in accordance with ERISA and any regulations issued thereunder.
If participation in the Partnership by ERISA Partners is significant within the meaning of the Plan Asset Regulations, the General Partner shall not call for the first Capital Contribution of the Partners without an opinion of counsel delivered to the Partnership and each Partner to the effect that concurrent with the contribution of the first Capital Contributions the Partnership will qualify as a VCOC.
In the event of the issuance of such opinion of counsel, a copy of such opinion shall, if required by the General Partner, be given to all the ERISA Partners, together with the written demand of the General Partner for the ERISA Partner to withdraw or so Transfer its Interests, in whole or in part.
The General Partner shall use its best efforts to operate the Partnership and conduct its business and affairs so that the Partnership will qualify as a VCOC; provided, that participation in the Partnership by ERISA Partners is "significant" within the meaning of the Plan Asset Regulations.
If participation in the Partnership by ERISA Partners is "significant" within the meaning of the Plan Asset Regulations, then the General Partner shall provide to each ERISA Partner, on an annual basis, written confirmation certifying as to the Partnership's status as a VCOC within thirty (30) days following the expiration of the Partnership's most recent "annual valuation period" within the meaning of the Plan Asset Regulations.
No amendment shall be made to Sections 3.3(c), 3.4 or 5.6(b)(ii) without the consent of the General Partner and of Limited Partners which are ERISA Partners and which made a majority of the aggregate Capital Contributions made by all ERISA Partners.
If the General Partner does allow the Fund to have a Significant Percentage of ERISA Partners, the General Partner shall use commercially reasonable efforts to conduct the affairs and operations of the Fund so that the assets of the Fund will not be considered “plan assets” under ERISA or the DOL Regulation.
An ERISA Partner who has been released of its obligation to make additional contributions shall not be treated as in default of its obligation to make such Contributions, in which case such ERISA Partner's Capital Contribution obligation set forth in Section 3.1 shall be reduced to the amount of capital actually contributed by such ERISA Partner to the Partnership.
Accordingly, if the Fund has accepted subscriptions from a Significant Percentage of ERISA Partners, the Fund will use commercially reasonable efforts to ensure that after the funding of the Fund’s initial Portfolio Company investment, the Fund qualifies as a “venture capital operating company” (within the meaning of DOL Regulation §2510.3-101(d)).