Co-Investment Opportunities. 15 For some funds, marketing or closing may be appropriate.
9.3.1 The [Fund Manager] may, but shall have no obligation to, 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 electing Limited Partners or [strategic third parties] [any third party], provided that no co-investment opportunity shall be allocated to any Interested Person without the prior written consent of the Advisory Committee. All co-investments shall be made in accordance with the General Partner’s co-investment policy.
9.3.2 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.
9.3.3 In the case of a co-investment, the co-investor shall bear its pro rata share (based on capital committed to such co-investment) of any fees, expenses and liabilities relating to the relevant Portfolio Investment.
9.3.4 The General Partner shall provide notice to each Limited Partner of all co-investments offered and made by any Fund Vehicle[, including the identity of all co-investors].
Co-Investment Opportunities. The Managing General Partner may consent, on behalf of the Partnership, to an Operating Company permitting one or more Persons, including Fund Investors and Affiliates of the Managing General Partner, co-investing in Properties in which the Fund invests if the Managing General Partner determines that it is not in the best interest of the Fund to invest (or that the Fund is prohibited from investing pursuant to the terms of this Agreement or any Approved Agreement) the entire amount required to fund such Investment because of the size of or risk inherent in such Investment or due to legal, regulatory or tax considerations. Any such co-investment made by a Fund Investor or an Affiliate of a Fund Investor may be made through an investment vehicle in which such co-investor has an interest separate from its interest in the Fund, and if the Managing General Partner and/or its Affiliates are the co-investor, such co-investment shall have economic terms that are materially no more favorable to the Managing General Partner and/or its Affiliates, as applicable, than the terms of this Agreement or the terms contemplated by any Approved Agreement. If the Managing General Partner, Hxxxx or any Affiliate of the Managing General Partner or Hxxxx co-invests in a Property with the Fund, then, unless otherwise approved by the Advisory Committee, the Managing General Partner, Hxxxx or such Affiliate, as applicable, shall be required to dispose of its interest in such Property at the same time as the Fund disposes of its interest in the Property on terms no more favorable to such Person than those received by the Fund. For the avoidance of doubt, nothing in this Section 4.6 shall restrict (i) the offering of co-investment rights to Co-Investors (as defined in the GM Investor Rights Agreement) to the extent permitted by the GM Investor Rights Agreement, or (ii) any Operating Company or other Fund Entity from entering into partnership or other joint venture arrangements with third parties providing for shared ownership of an Investment to the extent such arrangements are deemed necessary or desirable to facilitate the acquisition, operation or disposition of, or otherwise add value to, any Investment.
Co-Investment Opportunities. The Manager may, but shall not be required to, offer opportunities to invest in Portfolio Investments alongside the Company (a “Co-investment Opportunity”) to certain Members or other persons on such terms and conditions as shall be determined by the Manager. The Manager or its affiliates may, but shall not be obligated to, form a separate investment vehicle for the purpose of investing in one or more Co-investment Opportunities (a “Co-Investment Vehicle”). The Manager may offer a Co-investment Opportunity to one or more Members or other persons without offering such Co-investment Opportunity to others. Co-investment Opportunities may be allocated to such persons that may provide a benefit to the Company in the Manager’s sole discretion. No Member shall have any obligation to participate in any Co-investment Opportunity. Each Member hereby acknowledges that the Manager and/or its affiliates may receive a carried interest and management or other fees in respect of any Co-investment Opportunity.
Co-Investment Opportunities. The General Partner may permit one or more Persons, including Fund Investors and Affiliates of the General Partner, to co-invest in Properties in which the Partnership invests if the General Partner determines that it is not in the best interest of the Partnership to invest (or that the Partnership is prohibited from investing pursuant to the terms of this Agreement or any Approved Agreement) the entire amount required to fund such Investment because of the size of or risk inherent in such Investment or due to legal, regulatory or tax considerations. Any such co-investment made by a Fund Investor or an Affiliate of a Fund Investor may be made through an investment vehicle in which such co-investor has an interest separate from its interest in the Fund, and if the General Partner and/or its Affiliates are the co-investor, such co-investment shall have economic terms that are materially no more favorable to the General Partner and/or its Affiliates, as applicable, than the terms of this Agreement or the terms contemplated by any Approved Agreement. If the General Partner, Hxxxx or any Affiliate of the General Partner or Hxxxx co-invests in a Property with the Partnership, then, unless otherwise approved by the Advisory Committee, the General Partner, Hxxxx or such Affiliate, as applicable, shall be required to dispose of its interest in such Property at the same time as the Partnership disposes of its interest in the Property on terms no more favorable to such Person than those received by the Partnership. For the avoidance of doubt, nothing in this Section 4.6 shall restrict (i) the offering of co-investment rights to Co-Investors (as defined in the GM Investor Rights Agreement) to the extent permitted by the GM Investor Rights Agreement, or (ii) any Operating Entity or other Fund Entity from entering into partnership or other joint venture arrangements with third parties providing for shared ownership of an Investment to the extent such arrangements are deemed necessary or desirable to facilitate the acquisition, operation or disposition of, or otherwise add value to, any Investment.
Co-Investment Opportunities. (a) Managing Member shall --------------------------- have the right to permit Reckson Operating Partnership to satisfy Managing Member's obligation to make Capital Contributions with respect to any Investments Managing Member deems appropriate and which are eligible for ownership by Reckson Operating Partnership as the operating partnership of a qualified real estate investment trust or an Affiliate thereof (a "RECKSON INVESTMENT OPPORTUNITY"). If Managing Member agrees to transfer its obligation and Reckson Operating Partnership or an Affiliate thereof agrees to make such cash investments, the Managing Member is hereby authorized to make the Investment in whole or in part through special purpose entities (which may be partnerships, limited liability companies, corporations or other types of entities) in which the Company and Reckson Operating Partnership hold interests (a "CO-INVESTMENT VEHICLE"). Any common equity capital contribution that would otherwise have been provided by Managing Member in accordance with the terms hereof as if the Investment were to be acquired directly by the Company shall be provided to a Co-Investment Vehicle in respect of a Reckson Investment Opportunity by Reckson Operating Partnership, and any preferred equity capital contribution to be provided to a Co-Investment Vehicle in respect of a Reckson Investment Opportunity shall be provided by the Company solely from Capital Contributions made by the Class A Member. It is understood that any Reckson Investment Opportunity will be structured to preserve in all material respects the overall economic and legal relationship of the Members (for purposes of such determination, all rights and obligations of the Reckson Operating Partnership with respect to any Co-Investment Vehicle being deemed to be rights and obligations of the Managing Member hereunder), including with respect to all terms, covenants and conditions of this Agreement, except that distributions which would have been made to Managing Member had it made the Capital Contribution instead of transferring it to Reckson Operating Partnership will be made to Reckson Operating Partnership. Without limiting the generality of the foregoing, each Co-Investment Vehicle shall be structured such that the Class A Member shall (i) receive distributions in respect of such Reckson Investment Opportunity and (ii) have available to it remedies of the type set forth in this Agreement, in each case as if the Investment were made directly by...
Co-Investment Opportunities. To the extent permitted by applicable securities and other laws, Consultant will be permitted to make personal investments without the imposition of any fees or carried interests in investments made by Carlyle and the Carlyle Funds during the term of Consultant’s engagement, provided that the amounts available for personal investment by Consultant will be determined by the Company in a manner consistent with policies established for co-investments by Consultants of Carlyle. Co-investments with respect to investments made by a particular Carlyle Fund may require Consultant to make a commitment to invest in all investments acquired by such Carlyle Fund during the Term, in accordance with internal co-investment policies adopted by Carlyle with respect to such Carlyle Fund.
Co-Investment Opportunities. The Company, Safeguard and TL will each present to each other and to each other Strategic Partner, in writing, any Internet-related investment opportunity that it receives, and each of the Company, TL, Safeguard (or Safeguard 98 L.P.) and such other Strategic Partner will have the right on all Internet-related investments to invest equally in the opportunity regardless of the origin of the deal, provided it gives written notice of its election to invest to the party originating the deal within thirty (30) days after receipt of the offer. No Strategic Partner (other than TL or Safeguard) will be required to offer to the Company, TL or Safeguard any Internet-related investment opportunity received by it. Notwithstanding the above, Safeguard will not be required to offer to the Company, TL or any other Strategic Partner any Internet-related investment originated by it in which it intends to acquire a majority interest, or to offer to the Company or any Strategic Partner (other than TL) any Internet-related investment to the extent such offer would cause Safeguard to be in breach of its obligations or commitments to TL or any future TL funds. shall cause the Company, in the written opinion of outside counsel, to be an investment company subject to registration under the 1940 Act, such Strategic Partner will not be permitted to exercise any such right. As soon as reasonably practicable after the date hereof, each of the Strategic Partners and the Company agree to discuss and negotiate in good faith the modification or termination of this Section 6.9 in the context of the Company's goal of effecting a Public Offering in the future.
Co-Investment Opportunities. The Managing General Partner may consent, on behalf of the Partnership, to an Operating Company permitting one or more Persons, including Fund Investors and Affiliates of the Managing General Partner, co-investing in Properties in which the Fund invests if the Managing General Partner determines that it is not in the best interest of the Fund to invest (or that the Fund is prohibited from investing pursuant to the terms of this Agreement or any Approved Agreement) the entire amount required to fund such Investment because of the size of or risk inherent in such Investment or due to legal, regulatory or tax considerations. Any such co-investment made by a Fund Investor or an Affiliate of a Fund Investor may be made through an investment vehicle in which such co-investor has an interest separate from its interest in the Fund, and if the Managing General Partner and/or its Affiliates are the co-investor, such co-investment shall have economic terms that are materially no more favorable to the Managing General Partner and/or its Affiliates, as applicable, than the terms of this Agreement or the terms contemplated by any Approved Agreement. If the Managing General Partner, Xxxxx or any Affiliate of the Managing General 34
Co-Investment Opportunities. Subject to the express terms of this Agreement (including clause (ii) below), the General Partner may in its sole and absolute discretion give certain Persons including Limited Partners or third parties (including strategic investors and lenders) (collectively, “Co-Investors”), if the General Partner determines that such allocation is in the best interests of the Partnership and its Affiliates (or if the General Partner determines that, due to size or risk of the Investment, it is not in the Partnership’s best interests that such Investment be made solely by the Partnership and the Parallel Vehicles), an opportunity to co-invest in particular Investments alongside the Partnership and any Parallel Vehicles; provided, that:
(i) any investment in the same securities as those in which the Partnership invests shall be made on substantially the same economic terms and conditions;
(ii) the terms of any such co-investment, including the fees and carried interest applicable thereto, if any, shall be negotiated by the General Partner and the Co-Investor on a case-by-case basis in their respective sole and absolute discretion;
(iii) to the extent that the General Partner controls the co-investment vehicle and, subject to legal, tax, regulatory and other similar considerations or unless otherwise consented to by the Advisory Committee, any such co-investment shall be disposed of at substantially the same time and on the same terms and conditions as the Partnership’s Disposition of such Investment;
Co-Investment Opportunities. 2.15.1. If the Investment Manager determines in good faith and in accordance with Clause 17.1 that the Fund will not fully subscribe for any acquisition opportunity offered to it, the Investment Manager may subscribe to the remainder of such opportunity itself or offer the remainder of the opportunity to other investors, including the Sponsor/s and other Contributor/s in the Fund, or their Affiliates or any other client advised by the Investment Manager, subject to and in compliance with Applicable Laws (including applying for any additional license/s as may be required under Applicable Laws). The terms on which any Insider participates in investments alongside the Fund may be the same as the terms on which the Fund participates or on different terms but shall not be on more favourable terms than the terms on which the Fund invests, provided that (regardless of the terms on which such co-investment is made) any investment by an Insider alongside the Fund shall be deemed a “Conflicted Transaction” and the provisions of Clause 18 shall be complied with. It is hereby agreed that the prior approval of the Advisory Committee will be required for an investment by a Successor Fund alongside the Fund (including in respect of any Follow-On Investment made by the Fund). If the Investment Manager is negotiating co-investment terms on behalf of, or managing a co-investment on behalf of, any person co- investing with the Fund, then the terms on which such person invests shall be no more favorable to such co-investor than terms on which the Fund invests.
2.15.2. Provided that the amount of such fees is disclosed to the Contributors on an annual basis, the Investment Manager and its Affiliates may receive fees or other compensation from co-investors in relation to their co-investments alongside the Fund, and shall not be obliged to remit these amounts to the Fund. Such co-investments may be in the nature of equity, debt or such other form as deemed appropriate by the Investment Manager and compliant with Applicable Laws.
2.15.3. The Fund and the co-investors contemplated above, shall act independently and will make their own decisions on acquisition and disposition, use their own funds and bear their own expenses individually as well as be entitled to the profits and losses arising from their respective acquisition / disposition of securities / partnership interest, of such Portfolio Entities. The Investment Manager shall ensure that the expenses and liabilities attribut...
