Alternative Investment Structure Clause Samples
An Alternative Investment Structure clause defines the framework for organizing investments through entities or arrangements other than the primary investment vehicle. In practice, this clause allows the parties to establish parallel funds, feeder funds, or other special purpose vehicles to accommodate specific investor needs, regulatory requirements, or tax considerations. Its core function is to provide flexibility in structuring investments, ensuring that diverse investor profiles and legal constraints can be addressed without disrupting the main investment strategy.
Alternative Investment Structure. If the General Partner determines in good faith that for legal, tax, accounting, regulatory or other similar reasons that all or a portion of an investment be made or held through an Alternative Vehicle (including, as the case may be, vehicles that may not qualify as alternative investment funds within the meaning of the AIFMD and may be located outside of the Grand Duchy of Luxembourg or the EEA), the General Partner shall be permitted to structure the making or holding of all or any portion of such investment outside of the Partnership by requiring any Partner or Partners to indirectly hold such investment indirectly through a limited partnership or other vehicle or vehicles (other than the Partnership) that shall directly or indirectly invest on a parallel basis with or in lieu of the Partnership (or transfer the investment to such vehicle after the initial consummation thereof), as the case may be (any such structure or vehicle, an “Alternative Vehicle”); provided that such Alternative Vehicle shall otherwise be managed and operated in a manner that is consistent with the management and operation of the Partnership by the General Partner and its Affiliates, as applicable, including the AIFM, and the obligations of such parties with respect to the Partnership pursuant to the AIFMD. The General Partner is expressly authorized to make capital contributions or subscriptions on behalf of each Limited Partner and take such other actions to cause each Limited Partner to be a participant in an Alternative Vehicle. Each Partner shall have the same economic interest in all material respects in investments made pursuant to this Section 3.3 as such Partner would have if such investment had been made solely by the Partnership, and the other terms of such Alternative Vehicle shall be substantially identical in all material respects to those of the Partnership, to the maximum extent applicable (including, but not limited to the appointment of the General Partner as attorney-in-fact pursuant to Section 11.1 hereof); provided that the General Partner or an Affiliate thereof shall serve as general partner or in some other similar management capacity with respect to such Alternative Vehicle; provided further that any Alternative Vehicle in which a Limited Partner directly invests shall provide for the limited liability of such Limited Partner as a matter of the organizational documents of such Alternative Vehicle and as a matter of local law to the same extent in all mat...
Alternative Investment Structure. (a) If the General Partner determines in good faith that for legal, tax, regulatory, accounting or other reasons it is desirable that an investment be made, restructured or otherwise held utilizing an alternative investment structure, the General Partner shall be permitted to structure all or any portion of such investment outside of or beneath the Partnership, by requiring any Partner or Partners to, and such Partner or Partners, subject to Section 7.14, shall, make, restructure or otherwise hold such investment either directly or indirectly in, and become a limited partner, member, shareholder or other equity owner of, one or more partnerships, limited liability companies, corporations or other vehicles (other than the Partnership) (i) of which the General Partner, an affiliate of the General Partner or one or more of their respective partners, other beneficial owners, members, managers, directors or officers or their respective affiliates shall serve as general partner, manager or in a similar capacity and (ii) that will invest (or hold an investment) on a parallel basis with, or in lieu of, the Partnership. Additionally, the General Partner shall be permitted to form more than one Alternative Investment Vehicle for the making, restructuring or otherwise holding of a single investment and may require that different Partners invest in different Alternative Investment Vehicles as the General Partner determines in good faith to be necessary or advisable for legal, tax, accounting, regulatory or other reasons. The General Partner’s obligations under Section 6.6 of this Agreement will apply to any Alternative Investment Vehicle in which an ERISA Partner invests, and the governing documents of each Alternative Investment Vehicle in which an ERISA Partner invests shall contain ERISA provisions, taken as a whole, substantially no less favorable to the ERISA Partners than those contained in this Agreement. Nothing in this Section 3.4 shall restrict or apply to the formation of, or restrict the operation of, the Parallel Fund or the Executive Fund. The General Partner may, where it determines it to be appropriate, structure an Alternative Investment Vehicle to hold more than one Investment. Any Investment or any portion thereof may be transferred between the Partnership and an Alternative Investment Vehicle after the consummation of such Investment, and Limited Partners and Parallel Fund Limited Partners may be required to invest through the same Alternative Inve...
Alternative Investment Structure. The West▇▇▇▇▇ ▇▇▇bers shall bear (directly, and not as a capital contribution or a loan to the Company) all costs and expenses of the Company and the Members (and shall be allocated all of the deductions associated with such costs and expenses which shall be treated as deductions of the West▇▇▇▇▇ ▇▇▇bers and not deductions of the Company) incurred in connection with any transfers of the property and assets included in the Initial Capital Contribution and the formation of any additional entities to own any portion of the property and assets included in the Initial Capital Contribution in connection with any of the foregoing, including the reasonable fees and expenses of the legal counsel, accountants and other advisors of each Other Member in connection with any modification consummated pursuant to this Section 2.6 and all costs relating to the process described in Section 2.6(b) below, including the cost relating to the engagement of any Valuation Agent. The West▇▇▇▇▇ ▇▇▇bers shall reimburse each Other Member for all such costs within ten (10) Business Days after such Other Member delivers to the West▇▇▇▇▇ ▇▇▇ber written notice that is has incurred any such costs and reasonable supporting documentation relating thereto. If the West▇▇▇▇▇ ▇▇▇bers fail to reimburse any Other Member within such time period, the Company shall pay (and such Other Member shall have the authority to cause the Company to so pay) all such amounts to such Other Member.
Alternative Investment Structure. At any time on or prior to September 15, 2002, if Telmex notifies the Company and Forstmann Little that Telmex has concluded in good faith that the Regulatory Approvals in respect of the FCC Licenses are not likely to be obtained prior to January 15, 2003, because of the nature or extent of Telmex’s proposed ownership of capital stock of the Company, the Company and each Investor agrees that they shall use their respective reasonable best efforts to restructure Telmex’s portion of the Investment hereunder in such a manner that is (i) likely to result in receipt of the Regulatory Approvals in respect of the FCC Licenses and (ii) on terms and conditions that are no less favorable in all material respects to the Company, Forstmann Little and Telmex than the Investment.
Alternative Investment Structure. The Company and EOH acknowledge that it may be desirable to alter the basic structure outlined in SECTION 2.3 by, for example, using participation agreements, a trust or other mutually acceptable vehicles in lieu of splitting the Mortgage and Mortgage Note, providing for the interests in the Borrower to be transferred prior to the splitting of the Mortgage and Mortgage Note or otherwise altering the sequence in which the various parts of the Investment (as hereinafter defined) may occur, and agree that each shall act in good faith and in a reasonable manner in approving any such alteration to the structure so long as the alteration shall not adversely affect the economic benefits or costs to it of the Investment as contemplated by SECTION 2.3 hereof. The transactions described in this ARTICLE II, or any other similar transaction proposed by EOH or the ▇▇▇▇ Investor Group and agreed to by the Company and pursued to completion, shall be referred to herein as the "Investment."
Alternative Investment Structure. (a) In the event that (i) the Singapore Tax Ruling is not received prior to the Closing or (ii) the Company and the Purchaser both determine that the Company is unlikely to receive the Singapore Tax Ruling, upon written request by the Purchaser (the “Preferred Request”) given no later than April 30, 2014, each of the Company and the Purchaser shall use reasonable best efforts in accordance with this Section 5.14 to provide the Purchaser the option to (x) invest in Convertible Preferred Shares at the Closing in lieu of the Notes or (y) if the Shareholder Vote is received after the Closing, to exchange the Notes for Convertible Preferred Shares promptly following the Shareholder Vote; provided that, (i) for the avoidance of doubt, the determination as to whether to invest in such Convertible Preferred Shares in lieu of the Notes or exchange the Notes for such Convertible Preferred Shares, as applicable in the event that the Singapore Tax Ruling is not received prior to Closing, shall be made solely by the Purchaser and (ii) the Company shall not be required to exchange the Notes for the Convertible Preferred Shares in the event that such exchange would cause the Company to incur any tax or adverse change in its tax position (other than with respect to the deductibility of amounts payable on dividends, rather than interest, by the Company and any other insignificant changes to the Company) arising from the exchange (other than any tax which the Purchaser agrees to pay).
(b) In the event of a Preferred Request, each of the Company and the Purchaser shall negotiate in good faith and use reasonable best efforts to agree as promptly as practicable on the terms of the Convertible Preferred Shares and those amendments to this Agreement to address the potential issuance of the Convertible Preferred Shares in accordance with the terms of this Section 5.14. To the extent legally permitted and that there is no adverse change in taxation to the Company (other than with respect to the deductibility of amounts payable on dividends, rather than interest, by the Company and any other insignificant changes to the Company), the terms of the Convertible Preferred Shares shall include (i) (A) a $48.04 initial conversion price, (B) conversion price adjustments, (C) optional repurchase rights of the Company, (D) “Fundamental Change” make-whole and (E) registration rights that shall be consistent with the terms of the Notes and the Transaction Documents, (ii) the preferred dividen...
Alternative Investment Structure. (a) In order (i) to -------------------------------- qualify and/or preserve the status of (x) the Company, (y) any entity which owns an interest in any ▇▇▇▇▇▇▇▇▇ Member or (z) any entity in which any Member and/or the Company owns an interest and which owns any Units as an "operating company" as defined in the United States Department of Labor regulations 29 C.F.R. (S)2510.3-101 (the "Plan Asset Rules"), or (ii) to minimize the effects of any ---------------- "unrelated business taxable income" as described in sections 512 and 514 of the Code ("UBTI") on any entity which owns an interest in any ▇▇▇▇▇▇▇▇▇ Member and ---- their respective Affiliates, each Member agrees to consent to modifications reasonably proposed from time to time by any ▇▇▇▇▇▇▇▇▇ Member to the structure of the Company and/or the Company's investments in, and ownership of, its assets and properties and/or to the terms of this Agreement, including, without limitation, the capital contribution and allocation and distribution provisions set forth in Articles VI and VII, if in any such case the modifications will not adversely affect to any degree the aggregate amount or timing of capital contributions, payment of fees, distributions of Available Cash and liquidation proceeds or the aggregate allocations of Net Income and Net Loss to any Other Member or any other economic rights of any Other Member hereunder or any management rights or other control rights of any Other Member hereunder; provided, however, that if such modifications adversely affect to any degree the aggregate amount or timing of capital contributions, fees payable or distribution of Available Cash and liquidation proceeds or the aggregate allocations of Net Income and Net Loss or any other economic rights of any Other Member hereunder or any rights of management or other control rights hereunder to any Other Member (an "Adverse Change"), the provisions of Section 2.6(b) -------------- shall apply. Subject to and specifically limited by the foregoing, any such modification may include, without limitation, the formation by the Members of other entities (including, without limitation, corporations and trusts that qualify as real estate investment trusts under Section 856 of the Code) to be owned by the Members or their Affiliates and which will own a portion of the assets and properties to be included in the Initial Capital Contributions to the Company. In any such event the Company and such other entities shall be treated as a...
Alternative Investment Structure