Parallel Fund. It is possible that the General Partner may form a parallel fund with substantially the same terms and conditions as SRE Opportunity Fund III, L.P. for certain investors (e.g., those that do not qualify as "qualified purchasers" as defined in the Subscription Agreement), which would co-invest alongside SRE Opportunity Fund III, L.P. as provided in the Partnership Agreement. As noted in the attached materials, if such a parallel fund is formed, your subscription may be accepted for such fund, in which event the General Partner Acceptance Page to your Subscription Agreement would reflect your acceptance to the parallel fund rather than SRE Opportunity Fund III, X.X. The initial closing of this subscription is presently anticipated to take place as soon as is practicable. All subscription documents (including suitable notarization of the Power of Attorney) are to be executed and returned to Xxxxxxx X. Xxxxxx of Xxxxxxxx & Xxxxx LLP at the following address: Xxxxxxxx & Xxxxx LLP 000 Xxxxx XxXxxxx Chicago, IL 60654 Attn.: Xxxxxxx X. Xxxxxx Please print and return in its entirety each of the applicable documents referenced in Items (i) through (iv) of the Instructions for Subscribers. SRE Opportunity Fund III GP, LLC reserves the right at any time to accept or reject all or any portion of any subscription at one or more closings in its sole discretion. If a subscription is accepted, the Subscriber will receive (i) a copy of the accepted Subscription Agreement, including the General Partner Acceptance Page and (ii) a copy of the executed Partnership Agreement and any then effective amendments thereto. Commonwealth of Pennsy lvania State Employees' Retirement System Name of Subscriber (Please Print or Type) SRE OPPORTUNITY FUND III, L.P. SUBSCRIPTION AGREEMENT
1. Agreement of Subscriber to Become a Limited Partner. The undersigned subscriber (the "Subscriber") hereby agrees to (a) become a limited partner in SRE Opportunity Fund III, L.P., a limited partnership formed under the laws of the State of Delaware (the "Partnership"), on the terms of the Agreement of Limited Partnership under which the Partnership is constituted, as the same may be amended, modified and/or restated from time to time in accordance with its terms (the "Partnership Agreement"), (b) adhere to, comply with, be bound by and receive the benefits of the terms of the Partnership Agreement and such terms are hereby incorporated by reference as if set out herein in full, including the power of atto...
Parallel Fund. The Limited Partner hereby acknowledges and ------------- agrees that the General Partner and the members of the General Partner may, at any time after the Effective Date, form, manage and thereafter serve as general partner of another partnership (the "Parallel Fund"); provided that, the ------------- -------- Parallel Fund shall be limited to making investments in portfolio companies in which the Partnership also invests and shall make such investments (and divestitures) side-by-side with and on the same terms and conditions as the Partnership, and that the terms of the Parallel Fund shall be reasonably acceptable to BAC. The treatment of any management fee from a Parallel Fund will be discussed by the General Partner and the Limited Partner at the time such Parallel Fund is formed. The Parallel Fund shall be a separate and distinct legal entity from the Partnership, and shall be permitted to solicit and accept subscriptions, at the General Partner's sole discretion, from third party investors.
Parallel Fund. (a) Each Limited Partner hereby acknowledges and agrees that, in order to facilitate investment by certain investors and/or the Parallel Fund Investment Strategy, the General Partner may after the Initial Closing Date, form and thereafter serve, or have an Affiliate (which Affiliate shall be controlled by one or more Taaleri Persons) serve, as a general partner, managing member, manager, similar controlling Person or management company for one or more partnerships or other entities (all of such Persons designated by the General Partner as a “Parallel Fund,” together with (to the extent the General Partner reasonably determines to be applicable) any alternative investment vehicles created for such entities, are collectively referred to herein as the “Parallel Fund”). If the Parallel Fund is formed, it shall (subject to Sections 6.18(b), 6.18(f) and 7.13(e)) invest in each Portfolio Company and bear expenses relating to each Portfolio Company that falls within the Investment Strategy and the Parallel Fund Investment Strategy in such proportion as the General Partner shall determine, in each applicable case on substantially the same terms and conditions as the Partnership’s Investment in the Portfolio Company, subject to any tax, regulatory, accounting, legal or other similar considerations (including, in the reasonable determination of the General Partner or Parallel Fund General Partner, any considerations based on the Investment Strategy or Parallel Fund Investment Strategy). Except as set forth in Section 6.18(b), to the extent reasonably practical, the Parallel Fund shall dispose of any Portfolio Company interests that were acquired in any investment made alongside the Partnership at substantially the same time, on substantially the same terms and in the same relative proportions (based upon the aggregate amount invested in such interests by each of the Partnership and the Parallel Fund) as the Partnership disposes of its investment in such Portfolio Company interests that were acquired by the Partnership in the transaction that gave rise to the investment, in each case except to the extent reasonably necessary or advisable to address tax, regulatory, accounting, legal or other similar considerations (including, in the reasonable determination of the General Partner or Parallel Fund General Partner, any considerations based on the Investment Strategy or Parallel Fund Investment Strategy). For purposes of this Section 6.18 and, except where the context ot...
Parallel Fund. The General Partner or its Affiliates may form one or more entities (each, a “Parallel Fund”) with structures that may differ from that of the Partnership, in order to facilitate the making of investments in Investments by certain categories of investors (including U.S. tax-exempt and non-U.S. investors) who, due to special tax or other concerns, are unwilling to invest directly in the Partnership. Upon the final closing of the Partnership and any Parallel Fund, the General Partner shall have the ability to transfer interests in Investments among the Partnership and any Parallel Fund so as to cause the entities to hold interests in each Investment in proportion to their respective capital commitments, to cause a Limited Partner that is qualified to participate in the Parallel Fund to exchange its interest in the Partnership for an economically equivalent interest in the Parallel Fund or vice-versa, to cause the Partnership to transfer to the Parallel Fund assets that represent the indirect interest in each Partnership investment attributable to those Limited Partners whose interests in the Partnership are exchanged for interests in the Parallel Fund. In the event a Parallel Fund is formed, it is intended that the Partnership and such Parallel Fund will be operated, to the extent practicable, as a single, collective investment vehicle and, to the maximum extent reasonably practicable, the Partnership and such Parallel Fund will generally participate in suitable investments in accordance with the Investment Allocation Policy (as defined in the Memorandum).
