Share Issuances and Related Definitions. Subject to the provisions of this Section 3, you agree that on each Drawdown Date (other than the Initial Drawdown Date, as set forth in Section 3(b)), you shall purchase from each relevant Company, and each such Company shall issue to you, a number of Shares equal to the Drawdown Share Amount (as defined below) at an aggregate price equal to the Drawdown Purchase Price (as defined below); provided, however, that in no circumstance shall you be required to purchase Shares for an amount in excess of your Undrawn Commitment. On each Drawdown Date or Catch-Up Date, you shall pay the Drawdown Purchase Price or Catch-Up Purchase Price (or portion thereof), as applicable, to each relevant Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the applicable Drawdown Notice, which payment shall constitute a drawdown purchase (the “Drawdown Purchase”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken place, the Subscriber shall be registered as a shareholder of each such Company (a “Shareholder”). Shares issued on each Drawdown Date and Catch-Up Date will be offered on a private placement basis and generally be issued at a price per Share equal to each relevant Company’s then-current net asset value (“NAV”) per Share. For the avoidance of doubt, no Company shall issue Shares for any portion of the Subscriber’s Commitment that has not been paid to such Company and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Commitment”). For purposes of this calculation, the NAV per Share may be based on the NAV per Share calculated at the end of such Company’s most recent calendar quarter prior to the date of the applicable Drawdown Notice or issuance date or as otherwise determined by the Board (including any authorized committee thereof) in accordance with such Company’s valuation policy, subject to the limitations of Section 23 under the U.S. Investment Company Act of 1940, as amended (together with the rules and regulations thereunder, the “Investment Company Act”) (which generally prohibits a Company from issuing Shares at a price below the then-current NAV, subject to certain exceptions). Notwithstanding anything to the contrary in this Subscription Agreement, nothing shall prohibit a Company, at the Board’s discretion based on a variety of factors, including the total amount of the Company’s Organizational Expenses (as defined below) and...
