Parallel Vehicle definition
Examples of Parallel Vehicle in a sentence
Each Parallel Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required, or requested by the Investors therein, to accommodate the legal, tax or regulatory considerations referred to in the preceding sentence.
The General Partner shall, subject to such legal, tax or regulatory considerations, cause each Parallel Vehicle to co-invest with the Fund in each Portfolio Company in proportion to the respective capital commitments of the Parallel Vehicles and the Fund.
Each investment by a Parallel Vehicle shall, subject to legal, tax or regulatory considerations, be on substantially the same terms as, and on economic terms that are no more than favorable to such Parallel Vehicle than, those received by the Fund.
All references in this Section 2.8 (Parallel Vehicles) to the Investors of a Parallel Vehicle shall be deemed to include all Investors in a Parallel Vehicle formed as a vehicle other than a limited partnership.
The agreements regarding organization, management and governance with respect to the Parallel Vehicle and the responsibilities of the Members with respect thereto shall be substantially equivalent to those of the Company, with appropriate changes to reflect its position as a parallel vehicle of the Company.
With respect to each investment in which an Alternative Investment Vehicle participates with the Partnership, any investment expenses or indemnification obligations related to such investment shall be borne by the Partnership, such Alternative Investment Vehicle and any other Parallel Vehicle in proportion to the amount committed by each entity to such investment.
Each Limited Partner hereby agrees and consents to the formation of the Parallel Vehicle and the execution by the General Partner or the Ultimate General Partner on each Limited Partner’s behalf of any amendments, consents or acknowledgments necessary in order to effectuate the foregoing, including amendments to this Agreement in order to enable the General Partner or the Ultimate General Partner to operate the funds on a side-by-side basis.
The Partners agree that if a Parallel Vehicle Member elects to acquire a Defaulting Limited Partner’s Interest in accordance with this Section 3.6, the General Partner may, in its discretion, offer to transfer a portion of the Investment to the Parallel Vehicle Member’s respective Parallel Investment Vehicle in lieu of such Parallel Vehicle Member acquiring an Interest in the Partnership.
However, in determining whether the requisite percentage or majority has been obtained, the following Interests shall be excluded from both the numerator and denominator of such percentage: (i) Interests of Defaulting Members and any defaulting Parallel Vehicle Member; and (ii) Interests that this Agreement provides shall not be included with respect of the relevant matter.
The General Partner is authorized to form and maintain, or cause to be formed or maintained, one or more partnerships, limited liability companies, trusts or other vehicles or entities as direct or indirect subsidiaries of the Partnership or the Parallel Vehicle (each, an “OP”), to which the Partnership may cause or permit certain Persons to contribute assets in exchange for ownership interests in such OP (“OP Units”).