RCG Overseas Sample Clauses

RCG Overseas. To the extent that any of the assets held by RCG Overseas Ltd. (“RCG Overseas”) relating to Client’s indirect interests in RCG Overseas (held through Ramius Multi-Strategy) are reduced to cash, Manager shall cause the distribution by RCG Overseas of the net proceeds of such assets to Ramius Multi-Strategy and the distribution by Ramius Multi-Strategy of such proceeds to Client, by wire transfer of immediately available funds, within 30 days following the end of the month in which such assets were reduced to cash. Manager shall use its reasonable best efforts, at Manager’s sole expense, (i) to obtain bids from third parties (that Client may accept or reject in its sole discretion) to purchase, whether in one transaction or a series of transactions, the interests in RCG Overseas held by Ramius Multi-Strategy attributable to Client and (ii) to facilitate the closing of the sale(s) of such assets on or prior to December 31, 2010; provided, however that nothing contained herein shall obligate Manager to incur or pay any broker’s, finder’s or similar fee with respect to such sale(s). Manager shall consent to and approve, and shall cause its Affiliates to consent to and approve, any offer to purchase all or part of interests in RCG Overseas held by Ramius Multi-Strategy attributable to Client that Client deems acceptable, regardless of whether such offer was obtained by Manager or any other person. For the avoidance of doubt, Client shall have no obligation to pay Manager or any of its Affiliates a fee (cash or otherwise), and no fee (cash or otherwise) shall be paid to Manager or any of its Affiliates by any investment vehicle in respect of Client’s direct or indirect interests in such vehicle, in relation to any Management Fee Period ending after June 30, 2010 with respect to assets held by RCG Overseas attributable to Client. Manager shall use its reasonable best efforts to liquidate or cause to be liquidated assets held by RCG Overseas as soon as reasonably practicable taking into account the liquidity constraints associated with such assets. No investment may be made by RCG Overseas after the date hereof other than (i) further investments in investments held by RCG Overseas as of the date hereof, (ii) investments with respect to which RCG Overseas has entered into a definitive investment agreement or otherwise made a binding, written commitment prior to the date hereof or (iii) bona fide hedging transactions in the ordinary course of business consistent with...
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Related to RCG Overseas

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