Key Person Event. A Key Person Event shall have occurred; or
Key Person Event. If Xxxxxx Xxxxxxx ceases to be employed full time by the Borrower and actively working as its President and Chief Executive Officer, unless within 120 days after such Person ceases to be employed full time and actively working, the Borrower hires a replacement for such individual reasonably acceptable to the Lender.
Key Person Event. No Key Person Event exists at such date, subject to any applicable cure periods provided for and pursuant to the Operating Agreement.
Key Person Event. If, two or more of either Messrs. Xxx Xxxxx, Xxxxx Xxxxxxx or Xxx Xxxxxxxxx (each of such three Persons, a “Key Person” and collectively, the “Key Persons”) resign, are terminated or fail to devote substantially all of his business time to the investment activities of the Company and the Related Entities (the occurrence of such event, a “Key Person Event”), the Company shall provide written notice to Platinum and other Members, if any, of such Key Person Event as soon as practicable but in no event later than 10 days of the date of such Key Person Event; provided, however, the Members acknowledge and agree that, to the extent that Messrs. Xxxxx, Xxxxxxx or Xxxxxxxxx continue to remain materially involved in the day-to-day management of the Adviser based on each of their respective roles and responsibilities as of the date of this Agreement, such continued involvement in the day-to-day management of the Adviser following the date of this Agreement shall not be deemed to be a Key Person Event. In addition, each Member acknowledges and agrees that Xx. Xxxxx shall serve as chairman of the Board, and will not be involved in the day-to-day investment activities of the Company and the Related Entities, such that Xx. Xxxxx will provide general oversight of the Company and the Related Entities commensurate with the roles and responsibilities appropriate for a chairman or senior level C-suite executive. If the Adviser does not replace such individual(s) in the manner contemplated herein, then (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units and (B) Platinum shall be permitted to remove the Adviser unless Xxxxxxxxx Credit Partners proposes replacement(s) to any such Key Persons that are acceptable to Platinum in its sole discretion. The restrictions set forth in clauses (A) and (B) above shall be rescinded upon the sole written consent of Platinum within 120 days of any such Key Person Event. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of Platinum (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced), no later than 90 days after the date that the Adviser informs Platinum of its proposed replacement of the Key Person.
Key Person Event. If, at any time during the term of this Agreement, any Key Person or Replacement Investment Professional ceases to spend such amount of such individual’s business time as such individual spent on average for the year prior to the date of this Agreement (except in the case of a Replacement Investment Professional, which shall instead be measured by the business time such individual spent on average for the immediate 12 months prior to the commencement of the Key Person Event) or ceases to principally spend such individual’s business time on the affairs of the Company, then a “Key Person Event” shall be deemed to have occurred.
Key Person Event. Any or all of the Key Persons (or any replacement therefor appointed in accordance with this Section 9.01(q)) ceases to be employed full time by the Borrower and actively working in his or her respective office set forth opposite his or her name in the definition of “Key Persons” in Section 1.01 hereof, unless within 180 days (or such longer period of time as the Administrative Agent shall approve in its sole discretion, such approval not to be unreasonably withheld so long as the Borrower is diligently conducting its search) after such individual ceases to be employed full time and actively working, the Borrower hires a replacement that is either (i) acceptable to the Required Lenders (such acceptance not to be unreasonably withheld) or (ii) a Permitted Successor; or
Key Person Event. If, during the Commitment Period, (i) Xx. Xxxxxx and one or more of Xx. Xxxxxx, Xx. Xxxxxxx and Xx. Xxxx (each of such four Persons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) Xx. Xxxxxx, Xx. Xxxxxxx and Xx. Xxxx all fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Event”), and the Adviser does not replace such individual(s) in the manner contemplated herein, then the Commitment Period shall be automatically terminated upon such Key Person Event, whereupon (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4(a) and the last paragraph of 6.1.4 and (B) the Company shall not acquire new Portfolio Investments except as described in 6.1.4(a). The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, upon the vote or written consent of a Supermajority in Interest of the Common Unitholders. If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Members of such Key Person Departure within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of the majority of the Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key ...
Key Person Event. If any of the following individuals ceases to be employed by the Borrower: (i) Xxx Xxxxxx, (ii) Xxxx Xxxxxxxxxx, (iii) Xxxx Xxxxxxx, or (iv) Xxx Xxxxxx, unless, in each case, within 120 days after such individual ceases to be employed full time and actively working with the Borrower, the Borrower hires a replacement for such individual selected by the Borrower and reasonably acceptable to the Lender.
Key Person Event. A Key Person Event shall have occurred and a replacement Chief Executive Officer, who shall be satisfactory to the Administrative Agent in its reasonable discretion, shall not have been approved by the Borrower’s Board within ninety (90) days of such Key Person Event.
Key Person Event. A “Key Person Event” will occur if, during the Commitment Period and prior to the date on which the Company has accepted subscriptions for $2.5 billion of cumulative total Capital Commitments, Xxxxxxx X. Xxxxxxxx (the “Key Person”), (i) provides notice of resignation, resigns, is terminated or is provided with notice of termination from the position of chief investment officer of the Company’s investment adviser, (ii) dies or is disabled or (iii) ceases to be actively involved as a member of the Investment Committee (as defined in the Memorandum) for any consecutive period exceeding 60 days. Upon the occurrence of a Key Person Event, the Company will send written notice of the Key Person Event to the Shareholders within ten Business Days of such occurrence, the Commitment Period shall automatically be suspended for 90 days (the “Interim Period”) and the Shareholders will not be obligated to fund Drawdowns except for purposes permitted after the Commitment Period as described in Section 2.01(f). During the Interim Period the Company shall convene a special meeting of Shareholders for the purpose of determining whether the Commitment Period should be reinstated. If the Shareholders entitled to cast 75% of all votes vote in favor of the proposal, and all of the independent members of the Board of Directors vote in favor the proposal, the Commitment Period will be reinstated and Shareholders will be obligated to fund Drawdowns as if a Key Person Event had never occurred. Otherwise, the Commitment Period shall be deemed to have terminated upon the occurrence of the Key Person Event.
