Common use of Forfeiture of Shares Clause in Contracts

Forfeiture of Shares. One-third of the Shares then held by the Defaulting Investor may be automatically forfeited and transferred on the books of the Company to the Other Investors (other than any other Defaulting Stockholders), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor pursuant to this Section 6(b) in the event that such transfer would (i) violate the Securities Act, the 1940 Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors pursuant to the previous proviso shall be allocated among the participating Other Investors pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 6(b) is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors resulting from a default by the Defaulting Investor is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b) and acknowledges that the automatic transfer of one-third of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.

Forfeiture of Shares. One-third of the Shares then held by the Defaulting Investor may be automatically forfeited and transferred on the books of the Company Fund to the Other Investors (other than any other Defaulting StockholdersShareholders), pro rata in accordance with their respective number of Shares shares held; provided that no Shares shall be transferred to any Other Investor pursuant to this Section 6(b7(b) in the event that such transfer would (i) violate the Securities Act, the 1940 Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company Fund or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company Fund to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors pursuant to the previous proviso shall be allocated among the participating Other Investors pro rata in accordance with their respective number of Shares shares held. The mechanism described in this Section 6(b7(b) is intended to operate as a liquidated damage provision since the damage to the Company Fund and the Other Investors resulting from a default by the Defaulting Investor is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b7(b) and acknowledges that the automatic transfer of one-third of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.

Forfeiture of Shares. One-third Subject to the Limited Exclusion Right, up to 50% of the Shares then held by the Defaulting Investor Shareholder may be automatically forfeited and transferred on the books of the Company to the Other Investors Subscribers (other than any other Defaulting StockholdersShareholders), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor Subscriber pursuant to this Section 6(b) 5.1 in the event that such transfer would (i) violate the Securities Act, the 1940 Investment Company Act or any state (or other jurisdiction) securities or “blue skyBlue Sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor Subscriber from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors Subscribers pursuant to the previous proviso shall be allocated among the participating Other Investors Subscribers pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 6(b) 5.1 is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors Subscribers resulting from a default by the Defaulting Investor Shareholder is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b) 5.1 and acknowledges that the automatic transfer of one-third 50% of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.

Forfeiture of Shares. One-third 50% of the Shares then held by the Defaulting Investor Subscriber may be automatically forfeited and transferred on the books of the Company to the Other Investors Subscribers (other than any other Defaulting Stockholders), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor Subscriber pursuant to this Section 6(b) 7.2 in the event that such transfer would (i) violate the Securities 1933 Act, the 1940 Investment Company Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor Subscriber from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors Subscribers pursuant to the previous proviso shall be allocated among the participating Other Investors Subscribers pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 6(b) 7.2 is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors Subscribers resulting from a default by the Defaulting Investor Subscriber is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b) 7.2 and acknowledges that the automatic transfer of one-third of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.

Forfeiture of Shares. One-third 25% of the Shares then held by the Defaulting Investor may be automatically forfeited and transferred on the books of the Company to the Other Investors (other than any other Defaulting StockholdersMembers), pro rata in accordance with their respective number of Shares shares held; provided that no Shares shall be transferred to any Other Investor pursuant to this Section 6(b7(b) in the event that such transfer would (i) violate the Securities Act, the 1940 Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors pursuant to the previous proviso shall be allocated among the participating Other Investors pro rata in accordance with their respective number of Shares shares held. The mechanism described in this Section 6(b7(b) is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors resulting from a default by the Defaulting Investor is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b7(b) and acknowledges that the automatic transfer of one-third 25% of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.

Forfeiture of Shares. One-third Subject to the Limited Exclusion Right, 50% of the Shares then held by the Defaulting Investor Stockholder may be automatically forfeited and transferred on the books of the Company to the Other Investors Subscribers (other than any other Defaulting Stockholders), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor Subscriber pursuant to this Section 6(b) 5.1 in the event that such transfer would (i) violate the Securities Act of 1933, as amended (the “Securities Act”), the 1940 Investment Company Act or any state (or other jurisdiction) securities or “blue skyBlue Sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor Subscriber from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors Subscribers pursuant to the previous proviso shall be allocated among the participating Other Investors Subscribers pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 6(b) 5.1 is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors Subscribers resulting from a default by the Defaulting Investor Stockholder is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b) 5.1 and acknowledges that the automatic transfer of one-third 50% of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.. FOR ALL SUBSCRIBERS

Forfeiture of Shares. One-third Subject to the Limited Exclusion Right, 50% of the Shares then held by the Defaulting Investor Shareholder may be automatically forfeited and transferred on the books of the Company to the Other Investors Subscribers (other than any other Defaulting Stockholders), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor Subscriber pursuant to this Section 6(b) 5.1 in the event that such transfer would (i) violate the Securities Act, the 1940 Investment Company Act or any state (or other jurisdiction) securities or “blue skyBlue Sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor Subscriber from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors Subscribers pursuant to the previous proviso shall be allocated among the participating Other Investors Subscribers pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 6(b) 5.1 is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors Subscribers resulting from a default by the Defaulting Investor Shareholder is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b) 5.1 and acknowledges that the automatic transfer of one-third 50% of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.

Forfeiture of Shares. One-third Subject to the Limited Exclusion Right, 50% of the Shares then held by the Defaulting Investor Shareholder may be automatically forfeited and transferred on the books of the Company to the Other Investors Subscribers (other than any other Defaulting Stockholders), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor Subscriber pursuant to this Section 6(b) 5.1 in the event that such transfer would (i) violate the Securities Act of 1933, as amended (the “Securities Act”), the 1940 Investment Company Act or any state (or other jurisdiction) securities or “blue skyBlue Sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor Subscriber from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors Subscribers pursuant to the previous proviso shall be allocated among the participating Other Investors Subscribers pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 6(b) 5.1 is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors Subscribers resulting from a default by the Defaulting Investor Shareholder is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b) 5.1 and acknowledges that the automatic transfer of one-third 50% of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.. FOR ALL SUBSCRIBERS

Forfeiture of Shares. One-third Subject to the Limited Exclusion Right, 50% of the Shares then held by the Defaulting Investor Stockholder may be automatically forfeited and transferred on the books of the Company to the Other Investors Subscribers (other than any other Defaulting Stockholders), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor Subscriber pursuant to this Section 6(b) 5.1 in the event that such transfer would (i) violate the Securities Act of 1933, as amended (the “Securities Act”), the 1940 Investment Company Act or any state (or other jurisdiction) securities or “blue skyBlue Sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor Subscriber from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors Subscribers pursuant to the previous proviso shall be allocated among the participating Other Investors Subscribers pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 6(b) 5.1 is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors Subscribers resulting from a default by the Defaulting Investor Stockholder is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b) 5.1 and acknowledges that the automatic transfer of one-third 50% of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.. ​ FOR ALL SUBSCRIBERS ​ ​ ​ ​

Forfeiture of Shares. One-third of the Shares then held by the Defaulting Investor may be automatically forfeited and transferred on the books of the Company to the Other Investors (other than any other Defaulting Stockholders), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor pursuant to this Section 6(b) in the event that such transfer would (i) violate the Securities Act, the 1940 Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors pursuant to the previous proviso shall be allocated among the participating Other Investors pro rata in accordance with their respective number of Shares heldInvested Percentages. The mechanism described in this Section 6(b7(b) is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors resulting from a default by the Defaulting Investor is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b7(b) and acknowledges that the automatic transfer of one-third of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.

Forfeiture of Shares. One-third of the Shares then held by the Defaulting Investor may be automatically forfeited and transferred on the books of the Company to the Other Investors (other than any other Defaulting Stockholders), pro rata in accordance with their respective number of Shares heldInvested Percentages; provided that no Shares shall be transferred to any Other Investor pursuant to this Section 6(b) in the event that such transfer would (i) violate the Securities Act, the 1940 Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors pursuant to the previous proviso shall be allocated among the participating Other Investors pro rata in accordance with their respective number of Shares heldInvested Percentages. The mechanism described in this Section 6(b) is intended to operate as a liquidated damage provision since the damage to the Company and the Other Investors resulting from a default by the Defaulting Investor is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b) and acknowledges that the automatic transfer of one-third of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price. The “Invested Percentage” means, with respect to a Stockholder, a fraction, expressed as a percentage, the numerator of which is the aggregate amount of capital contributed by such Stockholder pursuant to one or more drawdowns by the Company, and the denominator of which is such Stockholder’s capital commitment to the Company.

Forfeiture of Shares. One-third Subject to the Limited Exclusion Right, 50% of the Shares then held by the Defaulting Investor Shareholder may be automatically forfeited and transferred on the books of the Company Fund to the Other Investors Subscribers (other than any other Defaulting StockholdersShareholders), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor Subscriber pursuant to this Section 6(b) 5.1 in the event that such transfer would (i) violate the Securities Act of 1933, as amended (the “Securities Act”), the 1940 Investment Company Act or any state (or other jurisdiction) securities or “blue skyBlue Sky” laws applicable to the Company Fund or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company Fund to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor Subscriber from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors Subscribers pursuant to the previous proviso shall be allocated among the participating Other Investors Subscribers pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 6(b) 5.1 is intended to operate as a liquidated damage provision since the damage to the Company Fund and the Other Investors Subscribers resulting from a default by the Defaulting Investor Shareholder is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 6(b) 5.1 and acknowledges that the automatic transfer of one-third 50% of its Shares constitutes a reasonable liquidated damages remedy for any default of the Subscriber’s obligations to fund a Drawdown Purchase Price.. FOR ALL SUBSCRIBERS

Forfeiture of Shares. One-third 25% of the Shares then held by the Defaulting Investor Member may be automatically forfeited and transferred on the books of the Company to the Other Investors other Members (other than any other Defaulting StockholdersMembers), pro rata in accordance with their respective number of Shares held; provided that no Shares shall be transferred to any Other Investor other Member pursuant to this Section 6(b7.2(e)(ii) in the event that such transfer would (i) violate the Securities Act, the 1940 Investment Company Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (the “Default Remedy Limitations”) (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any Other Investor other Member from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been transferred to one or more Other Investors other Members pursuant to the previous proviso shall be allocated among the participating Other Investors other Members pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 6(b7.2(e)(ii) is intended to operate as a liquidated damage damages provision since the damage to the Company and the Other Investors other Members resulting from a default by the Defaulting Investor Member is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber Member agrees to this Section 6(b7.2(e)(ii) and acknowledges that the automatic transfer of one-third one quarter of its Shares constitutes a reasonable liquidated damages remedy for any default of the SubscriberMember’s obligations to fund a Drawdown Purchase Priceor Catch-Up Purchase.