Common use of Key Person Event Clause in Contracts

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, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (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.