Common use of Investment Restrictions Clause in Contracts

Investment Restrictions. The Fund shall make Portfolio Investments only if they are consistent with the Investment Policy and Section 7.4 (Investments after the Termination of the Commitment Period). The Fund shall make all Portfolio Investments in accordance with all applicable laws, including laws of the jurisdiction where the relevant Portfolio Company is organized or has its principal place of business. The Fund shall receive an opinion of counsel qualified to practice in the jurisdiction where any Portfolio Company is organized or has its principal place of business substantially to the effect that (i) under the laws of such jurisdiction the limited liability of the Limited Partners will be recognized to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement and (ii) no Limited Partner will have to file a tax return or other information return or pay taxes in a location outside of the jurisdiction in which such Limited Partner is resident solely as a result of such investment. The Fund shall not, without the prior written consent of the Advisory Committee: [invest more than [__]% [or [__]% including the aggregate of any Capital Contributions with respect to any Bridge Investments] of the aggregate Commitments directly or indirectly in any one industry sector]; [invest more than [__]% (or [__]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any one Portfolio Company;] [invest more than [__]% (or [__]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any group of Portfolio Companies that are Affiliates;] [invest any amounts directly or indirectly in Portfolio Companies that do not have their principal place of business operations in or derive a substantial majority of their revenue from the Target Region;] [either (i) make any Follow-on Investment later than the date that is [eighteen (18)] months after the termination of the Commitment Period, or (ii) invest an aggregate amount in excess of [15]% of aggregate Commitments in Follow-on Investments after the termination of the Commitment Period;] [invest in publicly listed securities (excluding in connection with the public offering of an existing Portfolio Company or securities acquired upon the sale or merger of an existing Portfolio Company), provided that an aggregate amount up to [10]% of aggregate Commitments may be invested in “private investments in public equity” transactions [whereby the Fund acquires private equity-type rights with respect to the relevant Portfolio Company, including a board seat and significant influence over the management of such Portfolio Company]; [engage in speculative investment activities such as commodities, commodity contracts and forward currency contracts, except for hedging transactions made in accordance with the Investment Policy and this Agreement;] [be involved in hostile bids (hostile bids being defined as bids without the support of a majority of shareholders or board of directors (or equivalent) of the target);] or [invest in any vehicle or Person that charges any fee or profit share]; provided that, for the avoidance of doubt, for purposes of this Section 7.1.4 any amounts invested by the Fund shall take into account both amounts financed by Capital Contributions and amounts drawn under the Credit Facility. The Fund shall invest in accordance with the General Partner’s environmental, social and governance policy.

Investment Restrictions. ‌ 7.1.1 The Fund shall make Portfolio Investments only if they are consistent with the Investment Policy and Section 7.4 (Investments after the Termination of the Commitment Period). . 7.1.2 The Fund shall make all Portfolio Investments in accordance with all applicable laws, including laws of the jurisdiction where the relevant Portfolio Company is organized or has its principal place of business. . 7.1.3 The Fund shall receive an opinion of counsel qualified to practice in the jurisdiction where any Portfolio Company is organized or has its principal place of business substantially to the effect that (i) under the laws of such jurisdiction the limited liability of the Limited Partners will be recognized to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement and (ii) no Limited Partner will have to file a tax return or other information return or pay taxes in a location outside of the jurisdiction in which such Limited Partner is resident solely as a result of such investment. . 7.1.4 The Fund shall not, without the prior written consent of the Advisory Committee: : 7.1.4.1 [invest more than [__[ ]% [or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments] of the aggregate Commitments directly or indirectly in any one industry sector]; ; 7.1.4.2 [invest more than [__[ ]% (or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any one Portfolio Company;] Company;]‌ 7.1.4.3 [invest more than [__[ ]% (or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any group of Portfolio Companies that are Affiliates;] ] 7.1.4.4 [invest any amounts directly or indirectly in Portfolio Companies that do not have their principal place of business operations in or derive a substantial majority of their revenue from the Target Region;] ] 7.1.4.5 [either (i) make any Follow-on Investment later than the date that is [eighteen (18)] months after the termination of the Commitment Period, or (ii) invest an aggregate amount in excess of [15]% of aggregate Commitments in Follow-on Investments after the termination of the Commitment Period;] Period;]‌ 7.1.4.6 [invest in publicly listed securities (excluding in connection with the public offering of an existing Portfolio Company or securities acquired upon the sale or merger of an existing Portfolio Company), provided that an aggregate amount up to [10]% of aggregate Commitments may be invested in “private investments in public equity” transactions [whereby the Fund acquires private equity-type rights with respect to the relevant Portfolio Company, including a board seat and significant influence over the management of such Portfolio Company]; ; 7.1.4.7 [engage in speculative investment activities such as commodities, commodity contracts and forward currency contracts, except for hedging transactions made in accordance with the Investment Policy and this Agreement;] ] 7.1.4.8 [be involved in hostile bids (hostile bids being defined as bids without the support of a majority of shareholders or board of directors (or equivalent) of the target);] or or 7.1.4.9 [invest in any vehicle or Person that charges any fee or profit share]; provided that, for the avoidance of doubt, for purposes of this Section 7.1.4 any amounts invested by the Fund shall take into account both amounts financed by Capital Contributions and amounts drawn under the Credit Facility. . 7.1.5 The Fund shall invest in accordance with the General Partner’s environmental, social and governance policy.

Investment Restrictions. 7.1.1 The Fund shall make Portfolio Investments only if they are consistent with the Investment Policy and Section 7.4 (Investments after the Termination of the Commitment Period). . 7.1.2 The Fund shall make all Portfolio Investments in accordance with all applicable laws, including laws of the jurisdiction where the relevant Portfolio Company is organized or has its principal place of business. . 7.1.3 The Fund shall receive an opinion of counsel qualified to practice in the jurisdiction where any Portfolio Company is organized or has its principal place of business substantially to the effect that (i) under the laws of such jurisdiction the limited liability of the Limited Partners will be recognized to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement and (ii) no Limited Partner will have to file a tax return or other information return or pay taxes in a location outside of the jurisdiction in which such Limited Partner is resident solely as a result of such investment. . 7.1.4 The Fund shall not, without the prior written consent of the Advisory Committee: : 7.1.4.1 [invest more than [__[ ]% [or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments] of the aggregate Commitments directly or indirectly in any one industry sector]; ; 7.1.4.2 [invest more than [__[ ]% (or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any one Portfolio Company;] ] 7.1.4.3 [invest more than [__[ ]% (or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any group of Portfolio Companies that are Affiliates;] ] 7.1.4.4 [invest any amounts directly or indirectly in Portfolio Companies that do not have their principal place of business operations in or derive a substantial majority of their revenue from the Target Region;] ] 7.1.4.5 [either (i) make any Follow-on Investment later than the date that is [eighteen (18)] months after the termination of the Commitment Period, or (ii) invest an aggregate amount in excess of [15]% of aggregate Commitments in Follow-on Investments after the termination of the Commitment Period;] ] 7.1.4.6 [invest in publicly listed securities (excluding in connection with the public offering of an existing Portfolio Company or securities acquired upon the sale or merger of an existing Portfolio Company), provided that an aggregate amount up to [10]% of aggregate Commitments may be invested in “private investments in public equity” transactions [whereby the Fund acquires private equity-type rights with respect to the relevant Portfolio Company, including a board seat and significant influence over the management of such Portfolio Company]; ; 7.1.4.7 [engage in speculative investment activities such as commodities, commodity contracts and forward currency contracts, except for hedging transactions made in accordance with the Investment Policy and this Agreement;] ] 7.1.4.8 [be involved in hostile bids (hostile bids being defined as bids without the support of a majority of shareholders or board of directors (or equivalent) of the target);] or or 7.1.4.9 [invest in any vehicle or Person that charges any fee or profit share]; provided that, for the avoidance of doubt, for purposes of this Section 7.1.4 any amounts invested by the Fund shall take into account both amounts financed by Capital Contributions and amounts drawn under the Credit Facility. . 7.1.5 The Fund shall invest in accordance with the General Partner’s environmental, social and governance policy.

Investment Restrictions. 7.1.1 The Fund shall make Portfolio Investments only if they are consistent with the Investment Policy and Section 7.4 (Investments after the Termination of the Commitment Period). . 7.1.2 The Fund shall make all Portfolio Investments in accordance with all applicable laws, including laws of the jurisdiction where the relevant Portfolio Company is organized or has its principal place of business. . 7.1.3 The Fund shall receive an opinion of counsel qualified to practice in the jurisdiction where any Portfolio Company is organized or has its principal place of business substantially to the effect that (i) under the laws of such jurisdiction the limited liability of the Limited Partners will be recognized to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement and (ii) no Limited Partner will have to file a tax return or other information return or pay taxes in a location outside of the jurisdiction in which such Limited Partner is resident solely as a result of such investment. . 7.1.4 The Fund shall not, without the prior written consent of the Advisory Committee: : 7.1.4.1 [invest more than [__[ ]% [or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments] of the aggregate Commitments directly or indirectly in any one industry sector]; ; 7.1.4.2 [invest more than [__[ ]% (or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any one Portfolio Company;] ] 7.1.4.3 [invest more than [__[ ]% (or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any group of Portfolio Companies that are Affiliates;] ] 7.1.4.4 [invest any amounts directly or indirectly in Portfolio Companies that do not have their principal place of business operations in or derive a substantial majority of their revenue from the Target Region;] ] 7.1.4.5 [either (i) make any Follow-on Investment later than the date that is [eighteen (18)] months after the termination of the Commitment Period, or (ii) invest an aggregate amount in excess of [15]% of aggregate Commitments in Follow-on Investments after the termination of the Commitment Period;] ] 7.1.4.6 [invest in publicly listed securities (excluding in connection with the public offering of an existing Portfolio Company or securities acquired upon the sale or merger of an existing Portfolio Company), provided that an aggregate amount up to [10]% of aggregate Commitments may be invested in “private investments in public equity” transactions [whereby the Fund acquires private equity-type rights with respect to the relevant Portfolio Company, including a board seat and significant influence over the management of such Portfolio Company]; ; 7.1.4.7 [engage in speculative investment activities such as commodities, commodity contracts and forward currency contracts, except for hedging transactions made in accordance with the Investment Policy and this Agreement;] ] 7.1.4.8 [be involved in hostile bids (hostile bids being defined as bids without the support of a majority of shareholders or board of directors (or equivalent) of the target);] or or 7.1.4.9 [invest in any vehicle or Person that charges any fee or profit share]; provided that, for the avoidance of doubt, for purposes of this Section 7.1.4 any amounts invested by the Fund shall take into account both amounts financed by Capital Contributions and amounts drawn under the Credit Facility. ; 7.1.5 The Fund shall invest in accordance with the General Partner’s environmental, social and governance policy.

Investment Restrictions. The Fund shall make Portfolio Investments only if they are consistent with the Investment Policy and Section 7.4 (Investments after the Termination of the Commitment Period). The Fund shall make all Portfolio Investments in accordance with all applicable laws, including laws of the jurisdiction where the relevant Portfolio Company is organized or has its principal place of business. The Fund shall receive an opinion of counsel qualified to practice in the jurisdiction where any Portfolio Company is organized or has its principal place of business substantially to the effect that (i) under the laws of such jurisdiction the limited liability of the Limited Partners will be recognized to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement and (ii) no Limited Partner will have to file a tax return or other information return or pay taxes in a location outside of the jurisdiction in which such Limited Partner is resident solely as a result of such investment. The Fund shall not, without the prior written consent of the Advisory Committee: [invest more than [__]% [or [__]% including the aggregate of any Capital Contributions with respect to any Bridge Investments] of the aggregate Commitments directly or indirectly in any one industry sector]; [invest more than [__]% (or [__]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any one Portfolio Company;] [invest more than [__]% (or [__]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any group of Portfolio Companies that are Affiliates;] [invest any amounts directly or indirectly in Portfolio Companies that do not have their principal place of business operations in or derive a substantial majority of their revenue from the Target Region;] [either (i) make any Follow-on Investment later than the date that is [eighteen (18)] months after the termination of the Commitment Period, or (ii) invest an aggregate amount in excess of [15]% of aggregate Commitments in Follow-on Investments after the termination of the Commitment Period;] [invest in publicly listed securities (excluding in connection with the public offering of an existing Portfolio Company or securities acquired upon the sale or merger of an existing Portfolio Company), provided that an aggregate amount up to [10]% of aggregate Commitments may be invested in “private investments in public equity” transactions [whereby the Fund acquires private equity-type rights with respect to the relevant Portfolio Company, including a board seat and significant influence over the management of such Portfolio Company]; [engage in speculative investment activities such as commodities, commodity contracts and forward currency contracts, except for hedging transactions made in accordance with the Investment Policy and this Agreement;] [be involved in hostile bids (hostile bids being defined as bids without the support of a majority of shareholders or board of directors (or equivalent) of the target);] or [invest in any vehicle or Person that charges any fee or profit share]; provided that, for the avoidance of doubt, for purposes of this Section 7.1.4 any amounts invested by the Fund shall take into account both amounts financed by Capital Contributions and amounts drawn under the Credit Facility. The Fund shall invest in accordance with the General Partner’s environmental, social and governance policy.

Investment Restrictions. 7.1.1 The Fund shall make Portfolio Investments only if they are consistent with the Investment Policy and Section 7.4 (Investments after the Termination of the Commitment Period). . 7.1.2 The Fund shall make all Portfolio Investments in accordance with all applicable laws, including laws of the jurisdiction where the relevant Portfolio Company is organized or has its principal place of business. . 7.1.3 The Fund shall receive an opinion of counsel qualified to practice in the jurisdiction where any Portfolio Company is organized or has its principal place of business substantially to the effect that (i) under the laws of such jurisdiction the limited liability of the Limited Partners will be recognized recogn ized to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement and (ii) no Limited Partner will have to file a tax return or other information return or pay taxes in a location outside of the jurisdiction in which such Limited Partner is resident solely as a result of such investment. . 7.1.4 The Fund shall not, without the prior written consent of the Advisory Committee: : 7.1.4.1 [invest more than [__[ ]% [or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments] of the aggregate Commitments directly or indirectly in any one industry sector]; ; 7.1.4.2 [invest more than [__[ ]% (or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any one Portfolio Company;] ] 7.1.4.3 [invest more than [__[ ]% (or [__[ ]% including the aggregate of any Capital Contributions with respect to any Bridge Investments) of the aggregate Commitments directly or indirectly in any group of Portfolio Companies that are Affiliates;] ] 7.1.4.4 [invest any amounts directly or indirectly in Portfolio Companies that do not have their principal place of business operations in or derive a substantial majority of their revenue from the Target Region;] ] 7.1.4.5 [either (i) make any Follow-on Investment later than the date that is [eighteen (18)] months after the termination of the Commitment Period, or (ii) invest an aggregate amount in excess of [15]% of aggregate Commitments in Follow-on Investments after the termination of the Commitment Period;] ] 7.1.4.6 [invest in publicly listed securities (excluding in connection with the public offering of an existing Portfolio Company or securities acquired upon the sale or merger of an existing Portfolio Company), provided that an aggregate amount up to [10]% of aggregate Commitments may be invested in “private investments in public equity” transactions [whereby the Fund acquires private equity-type rights with respect to the relevant Portfolio Company, including a board seat and significant influence over the management of such Portfolio Company]; ; 7.1.4.7 [engage in speculative investment activities such as commodities, commodity contracts and forward currency contracts, except for hedging transactions made in accordance with the Investment Policy and this Agreement;] ] 7.1.4.8 [be involved in hostile bids (hostile bids being defined as bids without the support of a majority of shareholders or board of directors (or equivalent) of the target);] or or 7.1.4.9 [invest in any vehicle or Person that charges any fee or profit share]; provided that, for the avoidance of doubt, for purposes of this Section 7.1.4 any amounts invested by the Fund shall take into account both amounts financed by Capital Contributions and amounts drawn under the Credit Facility. . 7.1.5 The Fund shall invest in accordance with the General Partner’s environmental, social and governance policy.