Co-Investment. To the extent that the Manager determines that any Company investment requires co-investment by third parties, the Manager may offer, but is not required to offer, to the Manager and all Members the opportunity to co-invest on a side-by side basis with the Company and the Parallel Fund in such investment. The Manager shall have the right, in its sole discretion, to accept all, none or any portion of such Member's’ capital for such co-investment opportunity and may offer all or any portion of such co-investment opportunity to any third parties, and the terms offered to such third parties may be different than the co-investment terms offered to electing Members. With regard to any co-investment comprised of electing Members, the Manager, in its discretion, shall be entitled to receive from the participating Members: (i) an asset management fee computed in the same manner as the Asset Management Fee and (ii) a carried interest computed in the same manner as that of the Company. The Company and the co-investing Members will participate in the distributions from each co-investment pari passu in proportion to the relative capital invested by the Company and each of them in the co-investment.
Co-Investment. To the extent the Company establishes a program allowing senior employees of comparable status to the Executive (“Senior Employees”) to purchase common stock of Parent, the Executive will be eligible to participate in such program.
Co-Investment. The General Partner may in its sole and absolute discretion give certain Persons, including the General Partner and its Affiliates and their employees and its Affiliates, the Limited Partners and third parties, an opportunity to co-invest in particular Investments alongside the Partnership and any Parallel Vehicle; provided that such co- investment shall be made on the same economic terms and conditions as those on which the Partnership invests; and provided, further, that the General Partner and its Affiliates and and its Affiliates shall have a priority right to co-invest with the Partnership before any such co- investments may be offered to Limited Partners.
Co-Investment. Institutional Holders shall have the co-investment rights set forth in Section 6.1.8 of this Agreement.
Co-Investment. On the Effective Date, Holdings will sell to certain trusts designated by Executive 740.0 shares of common stock and 9,992.600 shares of preferred stock (the “Co-Investment Shares”) for $10 million in the aggregate pursuant to the Subscription Agreement among such trusts and Holdings dated as of the Effective Date. The Co-Investment Shares will be subject to the Stockholders Agreement, dated as of the Effective Date, by and among Holdings and its stockholders, in the form attached hereto as Exhibit A (the “Stockholders Agreement”), and the Registration Rights Agreement, dated as of the Effective Date, by and among Holdings and its stockholders, in the form attached hereto as Exhibit B. Notwithstanding anything to the contrary within the Stockholders Agreement, so long as Executive qualifies as an “Eligible Stockholder” (as such term is defined in the Stockholders Agreement), the first sentence of Section 7C of the Stockholders Agreement shall not apply to Executive, and Executive shall retain the right to receive quarterly and annual financial statements pursuant to Section 7 of the Stockholders Agreement even if Executive ceases to be employed or engaged by, or serve as a director for, the Company or any of its Subsidiaries.
Co-Investment. The Employer must pay their contribution as defined in the apprenticeship Commitment Statement in line with invoicing terms, issued by the Training Provider
Co-Investment. Within thirty (30) days following the Effective Date, the Executive will invest an aggregate amount equal to $500,000 (with the understanding that, between the Execution Date and the Effective Date, the Executive may elect to increase (but not decrease) the amount of such co-investment, in which case he shall notify the Company of such election in writing on or before the Effective Date) as a co-investment in Constellation (BC) S.a.r.l. (“Constellation”), and Constellation shall accept such co-investment. The co-investment will be made in the same class of securities and on a pari passu basis as the co-invest equity securities held by the existing management co-investors as of the Effective Date (with such purchased co-investment securities, the “Co-Investment Securities”). The purchase price for the Co-Investment Securities will be the same as the purchase price paid by the management co-investors who co-invested at the time of the Acquisition (as defined in the Securityholders Agreement in respect of Constellation, dated 4 June 2018 (as amended from time to time, the “SHA”)). For clarity, the Executive will make the investment in USD, so the exact number of Co-Investment Securities issued to the Executive will be determined by reference to the spot rate of exchange between USD and Euros, as published in the London edition of the Financial Times two (2) business days immediately prior to the date of issuance.
Co-Investment. 11.13.1 Where the General Partner considers it appropriate to do so, the General Partner will use reasonable endeavours to offer the opportunity to co-invest in Investee Companies to those Investors who have informed the General Partner in writing of their interest in such co-investment on such terms and at such times as have been approved by the Investment Committee. The General Partner may determine, in its sole discretion, minimum commitment thresholds below which co-investment opportunities will not be offered to Limited Partners.
Co-Investment. Executive shall be entitled to co-invest on a carry-free basis side-by-side with Ripplewood in shares of Common Stock in an amount up to $4.5 million, of which 50% shall be funded with third-party leverage guaranteed by the Company.
Co-Investment. For the period beginning on the date hereof and ending on the date upon which the Investor has purchased an aggregate of $40,000,000 of equity securities or debt securities of the Company pursuant to this Section 6.3, and so long as the Ownership Threshold is met, if the Company sells equity securities (other than pursuant to the exercise of a warrant pursuant to the TCP-ASC Warrant Agreement or pursuant to any other warrant agreement so long as the warrant issuance complied with the terms of this Section 6.3) or debt securities of the Company to TCP-ASC or any Affiliate of TCP-ASC, Towerbrook or Ascension Health (such issuance and sale, a "Subsequent TCP-ASC Investment"), the Company shall offer to sell to the Investor the number of equity securities or debt securities of the Company, as applicable, equal to ten percent (10%) of the Subsequent TCP-ASC Investment. For the avoidance of doubt, in no event shall the Investor be entitled to purchase more than $40,000,000 of equity securities and/or debt securities of the Company pursuant to this Section 6.3. The Investor shall be entitled to purchase such equity securities or debt securities, as applicable, at substantially the same price and on substantially the same terms as the Subsequent TCP-ASC Investment. The purchase price for all securities offered to the Investor shall be payable in the same form as paid by TCP-ASC. In order to exercise its purchase rights hereunder, the Investor must within ten (10) Business Days after receipt of written notice from the Company describing in reasonable detail the securities being offered, the purchase price thereof and the payment terms, deliver a written notice to the Company describing the Investor's election hereunder. Upon the expiration of such election period, the offer to sell such securities to the Investor shall terminate.
