FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / lp-notification-letter-key-person-event.docx
lp-notification-letter-key-person-event.docx
1024-00002 · 11 clauses
High · 0 Medium · 2 Standard · 0
1. Description of the Key Person Event
1. Description of the Key Person Event 1.1 Identification of the Key Person
Section 8.04(a) of the A&R LPA designates Marcus J. Whitmore as the sole "Key Person" of t
Section 8.04(a) of the A&R LPA designates Marcus J. Whitmore as the sole "Key Person" of the Fund. Mr. Whitmore is the Founder, Chief Investment Officer, and Managing Member of DCM, holding a ninety percent (90%) ownership interest in DCM. Mr. Whitmore has served continuously as the Key Person of the Fund since the Fund's inception on March 15, 2017. In that capacity, Mr. Whitmore has been principally responsible for
Section 8.04(b) of the A&R LPA provides, in relevant part, that a Key Person Event shall b
Section 8.04(b) of the A&R LPA provides, in relevant part, that a Key Person Event shall be deemed to have occurred if the Key Person is "unable to devote substantially all of his professional time to the affairs of the Partnership for a period of seven (7) consecutive calendar days" and such absence is not the subject of prior written notice to the Limited Partners. Mr. Whitmore's incapacity commenced on June 3, 202
2. Consequences of the Key Person Event Under Section 8.04(c) Medium
⚑ Liability cap to check against exposure
2. Consequences of the Key Person Event Under Section 8.04(c) The occurrence of a Key Person Event triggers a number of material consequences under the A&R LPA, each of which is described below. The General Partner has taken, and will continue to take, all steps necessary to ensure compliance with the provisions of Section 8.04(c) and related sections of the A&R LPA. 2.1 Suspension of the Investment Period Pursuant t
3. Cure Period
3. Cure Period 3.1 Commencement and Duration
Section 8.04(c) of the A&R LPA provides for a cure period of ninety (90) calendar days (th
Section 8.04(c) of the A&R LPA provides for a cure period of ninety (90) calendar days (the "Cure Period") commencing on the Key Person Event Date. The Cure Period is intended to afford the General Partner a reasonable period of time in which to propose one or more Successor Key Persons for approval by the Limited Partners, and to take such other actions as may be necessary or appropriate to address the Key Person Ev
4. Interim Governance and Management
4. Interim Governance and Management 4.1 Continuing Management by DCM The General Partner wishes to assure the Limited Partners that the Fund's day-to-day investment management and risk oversight functions continue to operate without material disruption. In the absence of Mr. Whitmore, the following senior members of DCM's investment team are overseeing the Fund's affairs: • Elaine R. Sato, Deputy Chief Investment Of
5. Intended Next Steps by the General Partner
5. Intended Next Steps by the General Partner 5.1 Successor Key Person Proposal The General Partner intends to propose one or more Successor Key Persons for approval by the Limited Partners within the Cure Period. The General Partner is currently evaluating candidates for the Successor Key Person role, taking into account the requirements of the A&R LPA, the Fund's investment strategy and risk profile, and the intere
Section 8.04(c) of the A&R LPA requires the General Partner to notify all Limited Partners
Section 8.04(c) of the A&R LPA requires the General Partner to notify all Limited Partners in writing within five (5) business days of the occurrence of a Key Person Event. The Key Person Event Date is June 10, 2024. Counting five (5) business days from June 10, 2024 (excluding weekends and holidays), the contractual notification deadline is June 17, 2024. This notice is dated and delivered on June 14, 2024, which is
7. Counsel and Inquiries
7. Counsel and Inquiries DCM has engaged Calderwood & Harkness LLP, a New York-based law firm, as fund counsel in connection with the Key Person Event and the matters described in this notice. Calderwood & Harkness LLP is advising the General Partner with respect to its obligations under the A&R LPA, the preparation of the Successor Key Person Proposal, and related governance and transactional matters. Limited Partne
8. Reservations and Disclaimers Medium
⚑ Forum / governing law
8. Reservations and Disclaimers This notice is provided pursuant to and in accordance with the A&R LPA and is intended solely to fulfill the General Partner's notification obligations under Section 8.04(c) thereof. This notice is not intended to constitute, and shall not be construed as, a solicitation of any consent, vote, or approval from any Limited Partner, nor as an offer, invitation, or recommendation to take a