Common use of Event of Forfeiture Clause in Contracts

Event of Forfeiture. (a) Each Associate Member’s Percentage Interest in the LLC shall be adjusted upon the occurrence of an Event of Forfeiture with respect to such Associate Member, as provided in this Section 3.03. In no event shall the provisions of this Section 3.03 be applicable to the interest of the Managing Member. (b) Upon the occurrence of an Event of Forfeiture with respect to an Associate Member: (i) If the Event of Forfeiture is not a Clause Z Event, such Associate Member’s Percentage Interest in the LLC shall, from and after the date of the Event of Forfeiture, be reduced to the percentage determined by multiplying such Member’s Percentage Interest immediately prior to the Event of Forfeiture by such Associate Member’s Vested Percentage determined as of the date of the Event of Forfeiture, and the Percentage Interest in the LLC of the Managing Member shall be increased by an aggregate amount equal to the amount by which the Associate Member’s Percentage Interest is so reduced. (ii) If the Event of Forfeiture is a Clause Z Event, such Associate Member’s Percentage Interest shall be reduced to zero, and the Percentage Interest in the LLC of the Managing Member shall, from and after the date of the Clause Z Event, be increased by an aggregate amount equal to the amount by which the Associate Member’s Percentage Interest is so reduced. (iii) Any amount held in any Vesting Escrow for the benefit of such Associate Member shall be forfeited. Amounts so forfeited shall be distributed to the Managing Member. (iv) The Associate Member shall not be entitled to any distributions of Net Investment Receipts with respect to any Investment (including a Follow-on Investment) made by the LLC after the date of the Event of Forfeiture, and any distributions of Net Investment Receipts in respect of such Investments which would otherwise be payable to such Associate Member shall instead be paid to the Managing Member. (c) Upon the occurrence of an Event of Forfeiture, the Managing Member shall amend Schedule A hereto and the records of the LLC to reflect (i) the modification of the Members’ Percentage Interests in accordance with this Section 3.03 and (ii) the date of any Separation Event of an Associate Member. No such amendment shall require the consent of any other Member.

Event of Forfeiture. (a) Each Associate Managing Member’s 's Percentage Interest and Investment Percentage Interest in the LLC shall be adjusted each Investment are subject to adjustment upon the occurrence of an Event of Forfeiture with respect to such Associate Managing Member, as provided in this Section 3.033.04. In no event shall the provisions of this Section 3.03 3.04 be applicable to the interest of the Managing Capital Member. (b) Upon the occurrence of an Event of Forfeiture with respect to an Associate a Managing Member: (i) If the Event of Forfeiture is not a Clause Z Event, such Associate Such Managing Member’s 's Percentage Interest in the LLC shall, from and after the date of the Event of Forfeiture, be reduced to the percentage determined by multiplying such Member’s Percentage Interest immediately prior to the Event of Forfeiture by such Associate Member’s Vested Percentage determined as of the date of the Event of Forfeiturezero, and the Percentage Interest in the LLC of the all other Managing Members (exclusive of any Managing Member for whom an Event of Forfeiture has occurred) shall be increased by an aggregate amount equal to the amount by which of the Associate Member’s Percentage Interest is so reducedof the Managing Member for whom the Event of Forfeiture has occurred (such increase to be allocated among them in proportion to their respective Percentage Interests immediately prior to the adjustment contemplated hereby). (ii) If the Event of Forfeiture is not a Clause Z Event, such Associate --- Managing Member’s 's Investment Percentage Interest in each Investment in which such Managing Member participates shall be reduced to a Percentage determined by multiplying the Managing Member's initial Investment Percentage Interest by such Managing Member's then Vested Percentage; and, if the Event of Forfeiture is a Clause Z Event, such Managing Member's Investment Percentage Interest in each Investment in which such Managing Member participates shall be reduced to zero, and the . The Investment Percentage Interest in the LLC each Investment of the all other Managing Members (exclusive of any Managing Member shall, from and after the date for whom an Event of the Clause Z Event, Forfeiture has occurred) participating in such Investment shall be increased by an aggregate amount equal to the amount by which of the Associate Member’s reduction in the Investment Percentage Interest is so reducedof the Managing Member for whom the Event of Forfeiture has occurred (such increase to be allocated among them in proportion to their respective Investment Percentage Interests in such Investment immediately prior to the adjustment contemplated hereby). (iii) Any amount held in any Vesting Escrow for the benefit of such Associate Managing Member shall be forfeited. Amounts so forfeited shall be distributed (subject to the provisions of this Section 3.04 and Section 4.02), on an Investment by Investment basis, be allocated to all other Managing MemberMembers (exclusive of any Managing Member for whom an Event of Forfeiture has occurred) participating in each such Investment (such distributions to be allocated among them in proportion to their respective Investment Percentage Interests in each such Investment immediately prior to the adjustment contemplated hereby). (iv) The Associate Such Managing Member (whether Voting or Non-Voting) shall have no right to vote on or participate in any decision or matter on or in which Managing Members are entitled to vote or participate and such Managing Member shall be disregarded for all purposes in determining the number of Managing Members which constitute a Majority in Number of the Voting Managing Members or the number or percentage or Managing Members entitled to vote on any matter, as the case may be. (c) A Managing Member with respect to whom an Event of Forfeiture has occurred: (i) shall not be entitled to any distributions of Net Investment Receipts with respect to participate in any Investment acquired by the LLC (including without limitation, a Follow-on Investment) made by the LLC after the date of the Event of Forfeiture, and any distributions of Net Investment Receipts in respect of such Investments which would otherwise ; (ii) shall not be payable required to such Associate Member shall instead be paid make subsequent capital contributions to the Managing Member. (c) Upon LLC from and after the occurrence date of an the Event of Forfeiture, except for capital contributions required pursuant to Section 3.01(b)(ii) and (iii); and (iii) shall automatically and without any action on the part of the LLC, such Managing Member shall amend Schedule A hereto and the records of the LLC to reflect (i) the modification of the Members’ Percentage Interests in accordance with this Section 3.03 and (ii) the date of any Separation Event of an Associate Member. No such amendment shall require the consent of or any other Member, be deemed to have withdrawn from the LLC on the first date on which the LLC no longer owns any Investment in which such Managing Member has an Investment Percentage Interest.

Event of Forfeiture. (a) Each Associate Profit Member’s 's Percentage Interest and Investment Percentage Interest in the LLC shall be adjusted each Investment are subject to adjustment upon the occurrence of an Event of Forfeiture with respect to such Associate Profit Member, as provided in this Section 3.033.04. In no event shall the provisions of this Section 3.03 3.04 be applicable to the interest of the Managing Class A Member. (b) Upon the occurrence of an Event of Forfeiture with respect to an Associate a Profit Member: (i) If the Event of Forfeiture is not a Clause Z Event, such Associate Such Profit Member’s 's Percentage Interest in the LLC shall, from and after the date of the Event of Forfeiture, be reduced to the percentage determined by multiplying such Member’s Percentage Interest immediately prior to the Event of Forfeiture by such Associate Member’s Vested Percentage determined as of the date of the Event of Forfeiturezero, and the Percentage Interest in the LLC of the Managing all Class B Members (exclusive of any Class B Member for whom an Event of Forfeiture has occurred) shall be increased by an aggregate amount equal to the amount by which of the Associate Member’s Percentage Interest is so reducedof the Profit Member for whom the Event of Forfeiture has occurred (such increase to be allocated among such Class B Members in proportion to their respective Percentage Interests immediately prior to the adjustment contemplated hereby). (ii) If the Event of Forfeiture is not a Clause Z Event, such Profit Member's Investment Percentage Interest in each Investment in which such Profit Member participates shall be reduced to a Percentage determined by multiplying the Profit Member's initial Investment Percentage Interest by such Profit Member's then Vested Percentage; provided that, if the Event of Forfeiture is a Clause Y Event, Two-thirds in Number of the Class B Members may elect to permit such Profit Member to retain a greater Investment Percentage Interest in all or certain Investments, but in no event may such retained Investment Percentage Interest in any such Investment exceed such Profit Member's Investment Percentage Interest in such Investment immediately prior to the occurrence of the Event of Forfeiture. If the Event of Forfeiture is a Clause Z Event, such Associate Profit Member’s 's Investment Percentage Interest in each Investment in which such Profit Member participates shall be reduced to zero, and the . The Investment Percentage Interest in the LLC each Investment of the Managing all Class B Members (exclusive of any Class B Member shall, from and after the date for whom an Event of the Clause Z Event, Forfeiture has occurred) participating in such Investment shall be increased by an aggregate amount equal to the amount by which of the Associate Member’s reduction in the Investment Percentage Interest is so reducedof the Profit Member for whom the Event of Forfeiture has occurred (such increase to be allocated among them in proportion to such Class B Members' respective Investment Percentage Interests in such Investment immediately prior to the adjustment contemplated hereby). (iii) Any amount held in any Vesting Escrow for the benefit of such Associate Member Profit Member, to the extent allocable to the portion of each Investment forfeited under clause (ii) above, shall be forfeited. Amounts so forfeited shall be distributed (subject to the Managing Memberprovisions of this Section 3.04 and Section 4.02) be allocated, on an Investment-by-Investment basis, to all Class B Members (exclusive of any Class B Member for whom an Event of Forfeiture has occurred) participating in each such Investment (such distributions to be allocated among them in proportion to their respective Investment Percentage Interests in each such Investment immediately prior to the adjustment contemplated hereby). (iv) The Associate Such Profit Member shall have no right to vote on or participate in any decision or matter on or in which Profit Members (or any Class thereof) are entitled to vote or participate and such Profit Member shall be disregarded for all purposes in determining the number of Class B or Class C Members which constitute a Majority in Number of the Class B or Class C Members, as applicable, or the number or percentage or Class B Members or Class C Members or Profit Members entitled to vote on any matter, as the case may be. (c) A Profit Member with respect to whom an Event of Forfeiture has occurred: (i) shall not be entitled to any distributions of Net Investment Receipts with respect to participate in any Investment (including without limitation, a Follow-on Investment) made by the LLC after the date of the Event of Forfeiture; and (ii) automatically and without any action on the part of the LLC, and such Profit Member or any distributions other Member, shall be deemed to have withdrawn from the LLC on the first date on which the LLC no longer owns any Investment in which such Profit Member has an Investment Percentage Interest. In no event shall any portion of Net Investment Receipts in the interest of a Profit Member with respect to whom an Event of Forfeiture has occurred vest after the date of such Investments which would otherwise be payable to such Associate Member shall instead be paid to the Managing Member. (c) Upon the occurrence of an Event of Forfeiture, including without limitation upon the Managing Member occurrence of a Change of Control. The Class B Members shall amend Schedule A hereto make all determinations under this Section 3.04 (including determinations as to when and whether an Event of Forfeiture has occurred, and the records reduction in the Percentage Interest and Investment Percentage Interests of the LLC to reflect (i) the modification of the Members’ Percentage Interests affected Profit Member in accordance with this Section 3.03 and (ii) the date of any Separation Event of an Associate Member. No such amendment shall require the consent of any other Memberconnection therewith), in their reasonable discretion.

Event of Forfeiture. (a) Each Associate Managing Member’s 's Percentage Interest and Investment Percentage Interest in the LLC shall be adjusted each Investment are subject to adjustment upon the occurrence of an Event of Forfeiture with respect to such Associate Managing Member, as provided in this Section 3.033.04. In no event shall the provisions of this Section 3.03 3.04 be applicable to the interest of the Managing Capital Member. (b) Upon the occurrence of an Event of Forfeiture with respect to an Associate a Managing Member: (i) If the Event of Forfeiture is not a Clause Z Event, such Associate Such Managing Member’s 's Percentage Interest in the LLC shall, from and after the date of the Event of Forfeiture, be reduced to the percentage determined by multiplying such Member’s Percentage Interest immediately prior to the Event of Forfeiture by such Associate Member’s Vested Percentage determined as of the date of the Event of Forfeiturezero, and the Percentage Interest in the LLC of the all other Managing Members (exclusive of any Managing Member for whom an Event of Forfeiture has occurred) shall be increased by an aggregate amount equal to the amount by which of the Associate Member’s Percentage Interest is so reducedof the Managing Member for whom the Event of Forfeiture has occurred (such increase to be allocated among them in proportion to their respective Percentage Interests immediately prior to the adjustment contemplated hereby). (ii) If the Event of Forfeiture is not a Clause Z Event, such Associate Managing Member’s 's Investment Percentage Interest in each Investment in which such Managing Member participates shall be reduced to a Percentage determined by multiplying the Managing Member's initial Investment Percentage Interest by such Managing Member's then Vested Percentage; and, if the Event of Forfeiture is a Clause Z Event, such Managing Member's Investment Percentage Interest in each Investment in which such Managing Member participates shall be reduced to zero, and the . The Investment Percentage Interest in the LLC each Investment of the all other Managing Members (exclusive of any Managing Member shall, from and after the date for whom an Event of the Clause Z Event, Forfeiture has occurred) participating in such Investment shall be increased by an aggregate amount equal to the amount by which of the Associate Member’s reduction in the Investment Percentage Interest is so reducedof the Managing Member for whom the Event of Forfeiture has occurred (such increase to be allocated among them in proportion to their respective Investment Percentage Interests in such Investment immediately prior to the adjustment contemplated hereby). (iii) Any amount held in any Vesting Escrow for the benefit of such Associate Managing Member shall be forfeited. Amounts so forfeited shall be distributed (subject to the provisions of this Section 3.04 and Section 4.02), on an Investment by Investment basis, be allocated to all other Managing MemberMembers (exclusive of any Managing Member for whom an Event of Forfeiture has occurred) participating in each such Investment (such distributions to be allocated among them in proportion to their respective Investment Percentage Interests in each such Investment immediately prior to the adjustment contemplated hereby). (iv) The Associate Such Managing Member (whether Voting or Non-Voting) shall have no right to vote on or participate in any decision or matter on or in which Managing Members are entitled to vote or participate and such Managing Member shall be disregarded for all purposes in determining the number of Managing Members which constitute a Majority in Number of the Voting Managing Members or the number or percentage or Managing Members entitled to vote on any matter, as the case may be. (c) A Managing Member with respect to whom an Event of Forfeiture has occurred: (i) shall not be entitled to any distributions of Net Investment Receipts with respect to participate in any Investment acquired by the LLC (including without limitation, a Follow-on Investment) made by the LLC after the date of the Event of Forfeiture, and any distributions of Net Investment Receipts in respect of such Investments which would otherwise ; (ii) shall not be payable required to such Associate Member shall instead be paid make subsequent capital contributions to the Managing Member. (c) Upon LLC from and after the occurrence date of an the Event of Forfeiture, except for capital contributions required pursuant to Section 3.01(b)(ii) and (iii); and (iii) shall automatically and without any action on the part of the LLC, such Managing Member shall amend Schedule A hereto and the records of the LLC to reflect (i) the modification of the Members’ Percentage Interests in accordance with this Section 3.03 and (ii) the date of any Separation Event of an Associate Member. No such amendment shall require the consent of or any other Member, be deemed to have withdrawn from the LLC on the first date on which the LLC no longer owns any Investment in which such Managing Member has an Investment Percentage Interest.

Event of Forfeiture. (a) Each Associate Member’s Percentage Interest and Pre-2007 Percentage Interest in the LLC shall be adjusted upon the occurrence of an Event of Forfeiture with respect to such Associate Member, as provided in this Section 3.03. In no event shall the provisions of this Section 3.03 be applicable to the interest of the Managing Member. (b) Upon the occurrence of an Event of Forfeiture with respect to an Associate Member: (i) If the Event of Forfeiture is not a Clause Z Event, such Associate Member’s Percentage Interest and Pre-2007 Percentage Interest in the LLC shall, from and after the date of the Event of Forfeiture, be reduced to the percentage percentages determined by multiplying such Member’s Percentage Interest and Pre-2007 Percentage Interest immediately prior to the Event of Forfeiture by such Associate Member’s Vested Percentage determined as of the date of the Event of Forfeiture, and the Percentage Interest and Pre-2007 Percentage Interest in the LLC of the Managing Member shall be increased by an aggregate amount equal to the amount by which the Associate Member’s Percentage Interest is and Pre-2007 Percentage Interest are so reduced. (ii) If the Event of Forfeiture is a Clause Z Event, such Associate Member’s Percentage Interest and Pre-2007 Percentage Interest shall be reduced to zero, and the Percentage Interest and Pre-2007 Percentage Interest in the LLC of the Managing Member shall, from and after the date of the Clause Z Event, be increased by an aggregate amount equal to the amount by which the Associate Member’s Percentage Interest is and Pre-2007 Percentage Interest are so reduced. (iii) Any amount held in any Vesting Escrow for the benefit of such Associate Member shall be forfeited. Amounts so forfeited shall be distributed to the Managing Member. (iv) The Associate Member shall not be entitled to any distributions of Net Investment Receipts with respect to any Investment (including a Follow-on Investment) made by the LLC after the date of the Event of Forfeiture, and any distributions of Net Investment Receipts in respect of such Investments which would otherwise be payable to such Associate Member shall instead be paid to the Managing Member. (c) Upon the occurrence of an Event of Forfeiture, the Managing Member shall amend Schedule A hereto and the records of the LLC to reflect (i) the modification of the Members’ Percentage Interests and Pre-2007 Percentage Interests in accordance with this Section 3.03 and (ii) the date of any Separation Event of an Associate Member. No such amendment shall require the consent of any other Member.

Event of Forfeiture. (a) Each Associate Profit Member’s 's Profit Member Percentage Interest and Profit Member Investment Percentage Interest in the LLC shall be adjusted each Investment are subject to adjustment upon the occurrence of an Event of Forfeiture with respect to such Associate Profit Member, as provided in this Section 3.033.04. In no event shall the provisions of this Section 3.03 3.04 be applicable to the interest of the Managing Class A Member. (b) Upon the occurrence of an Event of Forfeiture with respect to an Associate a Profit Member: (i) If the Event of Forfeiture is not a Clause Z Event, such Associate Such Profit Member’s 's Profit Member Percentage Interest in the LLC shall, from and after the date of the Event of Forfeiture, be reduced to the percentage determined by multiplying such Member’s Percentage Interest immediately prior to the Event of Forfeiture by such Associate Member’s Vested Percentage determined as of the date of the Event of Forfeiturezero, and the Profit Member Percentage Interest in the LLC of the Managing all Class B Members (exclusive of any Class B Member for whom an Event of Forfeiture has occurred) shall be increased by an aggregate amount equal to the amount by which of the Associate Member’s Profit Member Percentage Interest is so reducedof the Profit Member for whom the Event of Forfeiture has occurred (such increase to be allocated among such Class B Members in proportion to their respective Profit Member Percentage Interests immediately prior to the adjustment contemplated hereby). (ii) If the Event of Forfeiture is not a Clause Z Event, such --- Profit Member's Profit Member Investment Percentage Interest in each Investment in which such Profit Member participates shall be reduced to a Percentage determined by multiplying the Profit Member's initial Profit Member Investment Percentage Interest by such Profit Member's then Vested Percentage (giving effect to the Event of Forfeiture); provided that, if the Event of Forfeiture is not a Clause Z Event, Two-thirds in Number of the Class B Members may elect to permit such Profit Member to retain a greater Profit Member Investment Percentage Interest in all or certain Investments, but in no event may such retained Profit Member Investment Percentage Interest in any such Investment exceed such Profit Member's Profit Member Investment Percentage Interest in such Investment immediately prior to the occurrence of the Event of Forfeiture. If the Event of Forfeiture is a Clause Z Event, such Associate Profit Member’s 's Profit Member Investment Percentage Interest in each Investment in which such Profit Member participates shall be reduced to zero; provided that, and if the Percentage Interest in the LLC Event of the Managing Member shall, from and after the date of the Forfeiture is a Clause Z Event, Two-thirds in Number of the Class B Members may elect to permit such Profit Member to retain a greater Profit Member Investment Percentage Interest in all or certain Investments, but in no event may such retained Profit Member Investment Percentage Interest in any such Investment exceed such Profit Member's Profit Member Investment Percentage Interest in such Investment immediately prior to the occurrence of the Event of Forfeiture. The Profit Member Investment Percentage Interest in each Investment of all Class B Members (exclusive of any Class B Member for whom an Event of Forfeiture has occurred) participating in such Investment shall be increased by an aggregate amount equal to the amount by which of the Associate Member’s reduction in the Profit Member Investment Percentage Interest is so reducedof the Profit Member for whom the Event of Forfeiture has occurred (such increase to be allocated among them in proportion to such Class B Members' respective Profit Member Investment Percentage Interests in such Investment immediately prior to the adjustment contemplated hereby). (iii) Any amount held in any Vesting Escrow for the benefit of such Associate Member Profit Member, to the extent allocable to the portion of each Investment forfeited under clause (ii) above, shall be forfeited. Amounts so forfeited shall be distributed (subject to the Managing Memberprovisions of this Section 3.04 and Section 4.02) be allocated, on an Investment-by-Investment basis, to all Class B Members (exclusive of any Class B Member for whom an Event of Forfeiture has occurred) participating in each such Investment (such distributions to be allocated among them in proportion to their respective Profit Member Investment Percentage Interests in each such Investment immediately prior to the adjustment contemplated hereby). (iv) The Associate Such Profit Member shall have no right to vote on or participate in any decision or matter on or in which Profit Members (or any Class thereof) are entitled to vote or participate and such Profit Member shall be disregarded for all purposes in determining the number of Class B or Class C Members which constitute a Majority in Number of the Class B or Class C Members, as applicable, or the number or percentage or Class B Members or Class C Members or Profit Members entitled to vote on any matter, as the case may be. Without limiting the foregoing, no Former Profit Member shall be entitled to vote on any proposed amendment to this Agreement, unless such proposed amendment specifically and disproportionately adversely affects such Former Member (as compared to all other Former Members), provided that the consent of a Former Member shall not be required in connection with any amendment adopted in order to implement the provisions of Sections 8.02 and/or 8.03, or to reflect the consequences of an Event of Forfeiture pursuant to and in accordance with this Agreement. (c) A Profit Member with respect to whom an Event of Forfeiture has occurred: (i) shall not be entitled to any distributions of Net Investment Receipts with respect to participate in any Investment (including without limitation, a Follow-on Investment) made by the LLC after the date of the Event of Forfeiture; and (ii) automatically and without any action on the part of the LLC, and such Profit Member or any distributions other Member, shall be deemed to have withdrawn from the LLC on the first date on which the LLC no longer owns any Investment in which such Profit Member has a Profit Member Investment Percentage Interest. In no event shall any portion of Net Investment Receipts in the interest of a Profit Member with respect to whom an Event of Forfeiture has occurred vest after the date of such Investments which would otherwise be payable to such Associate Member shall instead be paid to the Managing Member. (c) Upon the occurrence of an Event of Forfeiture, including without limitation upon the Managing occurrence of a Change of Control or a Vesting Event, except to the extent that Two-Thirds in Number of the Class B Members elect to permit such Profit Member to retain a greater percentage of his or her interest pursuant to clause 3.04(b)(ii) above. The Class B Members shall amend Schedule A hereto make all determinations under this Section 3.04 (including determinations as to when and whether an Event of Forfeiture has occurred, and the records reduction in the Profit Member Percentage Interest and Profit Member Investment Percentage Interests of the LLC to reflect (i) the modification of the Members’ Percentage Interests affected Profit Member in accordance with this Section 3.03 and (ii) the date of any Separation Event of an Associate Member. No such amendment shall require the consent of any other Memberconnection therewith), in their reasonable discretion.