Consensus One Venture Capital Limited Partnership Deed


ATTACHMENT C

DICTIONARY

Part 1 - Definitions In this deed:

Accounting Standards means:

  1. the accounting standards (as defined in section 9 of the Corporations Act) as if the Partnership was a reporting entity under the accounting standards; and

  2. generally accepted and consistently applied accounting principles and practices in Australia, except to the extent the principles or practices are inconsistent with the accounting standards referred to in paragraph (a).

Acquisition Cost means, in respect of all or any part of an Investment, the acquisition cost of all or that part (as relevant) of the Investment as calculated by the General Partner in accordance with the Accounting Standards.

Adjusted Capital Commitments has the meaning given in clause 3 of schedule B.

Advisory Committee means a committee appointed by the General Partner under clause 1 of schedule D.

Affiliate means, in respect of an entity or other person, an entity or other person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the entity or other person.

Appointee means a person appointed under clause 8.9(a).

Associate means, in respect of a company or other entity, or a trust, partnership, scheme or arrangement:

  1. an associate (as defined in section 11 of the Corporations Act) of the company or other entity, or the trust, partnership, scheme or arrangement;

  2. a company or other entity, or a trust, partnership, scheme or arrangement that would be an associate of the company or other entity, or trust, partnership, scheme or arrangement under paragraph (a) if a trust, partnership, scheme or arrangement was a body corporate;

  3. a company or other entity, or a trust, partnership, scheme or arrangement that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the company or other entity, or trust, partnership, scheme or arrangement; or

  4. a company or other entity, or a trust, partnership, scheme or arrangement that directly, or indirectly through one or more intermediaries, controls any of the rights of the company or other entity, or trust, partnership, scheme or arrangement under this deed.

Auditor means the person appointed by the General Partner under clause 7.3(a), (c) or (d) as the auditor of the Partnership Accounts.

Australian Tax Law means the Tax Act, the Income Tax Assessment Act 1936 (Cth), bi-lateral and multi-lateral tax treaties entered into by the Australian Commonwealth Government and all tax rulings of the Australian Taxation Office and judgments in respect of any of them by a court of Australia.

Authorised Deposit-Taking Institution has the meaning given in the Banking Act 1959 (Cth).

Base Amount has the meaning given in clause 2 of schedule B.

Business Day means a day on which banks are open for business in the capital city of the state specified in clause 21 of schedule A, excluding a Saturday, Sunday or public holiday.

Business Hours means the period commencing at 9.00am and ending at 5.00pm on any Business Day.

Capital Account means, in respect of a Partner, a capital account of the Partner which the General Partner, establishes and maintains, or causes to be established and maintained, under this deed.

Capital Call Relief Event has the meaning given in clause 15 of schedule A.

Capital Commitment means, in respect of a Limited Partner, the total of the amounts specified as capital commitments of the person to the Partnership under Deeds of Accession executed by the Limited Partner and delivered to and accepted by the General Partner in accordance with this deed:

(a) as increased from time to time:

(i) in accordance with clause 3.4(c); or

(ii) as a result of a Transfer in accordance with clause 4.3(a)(v) or 9 (Transfers and retirement) of all or any of the Partnership Interest of another Limited Partner; and

(b) as decreased from time to time:

(i) in accordance with clause 4.3(a)(vi) or (vii); or

(ii) as a result of a Transfer in accordance with clause 4.3(a)(v) or 9 (Transfers and retirement) of all or any of the Partnership Interest of the Limited Partner.

Capital Contribution means a capital contribution to the Partnership.

Carried Interest means the total of the amounts allocated to the Capital Account of the General Partner under clause 5 (Partnership Profits and Losses).

Claim has the meaning given in clause 11.9(b).

Close of Business means, in respect of a day:

(a) if that day is a Business Day, 5.00pm on that date in the state specified in clause 21 of schedule A; or

(b) otherwise, 5.00pm on the next Business Day after that day in the state specified in clause 21 of schedule A.

Closing means completion of the admission of one or more Limited Partners to the Partnership or the increase in the Capital Commitment of a Limited Partner under clause 3 (Capitalisation of the Partnership).

Closing Date means the date of a Closing.

Corporations Act means the Corporations Act 2001 (Cth).

Deed of Accession means:

(a) in respect of the admission of a person as a Limited Partner under clause 3 (Capitalisation of the Partnership), a deed poll made by a person in favour of the Partners substantially in the form provided in attachment B under which the person:

(i) applies to the General Partner to be admitted as a Limited Partner;

(ii) covenants to be bound by and comply with the provisions of this deed as a Limited Partner as from the admission of the person as a Limited Partner; and

(iii) specifies an amount as a capital commitment of the person to the Partnership;

(b) in respect of a Transfer of all or a proportion of the Partnership Interest of a Limited Partner to a person who is not a Limited Partner, a deed between the Limited Partner and the person and deed poll made by the Limited Partner and the person in favour of the other Partners substantially in the form provided in attachment B under which:

(i) the Limited Partner makes a Transfer of all or a proportion (as relevant) of its Partnership Interest to the person;

(ii) the person applies to the General Partner to be admitted as a Limited Partner; and

(iii) the person covenants to be bound by and comply with the provisions of this deed as a Limited Partner as from the admission of the person as a Limited Partner;

(c) in respect of a Transfer of all or a proportion of the Partnership Interest of a Limited Partner to another Limited Partner, a deed between the Limited Partner and the other Limited Partner and deed poll made by the Limited Partner and the other Limited Partner in favour of the other Partners substantially in the form provided in attachment B, under which the Limited Partner makes a Transfer of all or a proportion (as relevant) of its Partnership Interest to the other Limited Partner; and

(d) in respect of the retirement of the General Partner, a deed poll made by a person in favour of the Partners substantially in the form provided in attachment B, under which the person:

(i) applies to be admitted as a General Partner; and

(ii) covenants to be bound by and comply with the provisions of this deed as a General Partner as from the admission of the person as a General Partner.

Defaulting Limited Partner has the meanings given in clauses 4.1(a)(i) and 4.2(a)(i) and (b)(iv).

Disposal means, in respect of the Partnership Interest of a Partner:

(a) a sale, withdrawal, exchange, transfer, disposal, gift, encumbrance, assignment, pledge, mortgage or other hypothecation or disposition, whether voluntary or involuntary of any interest in the Partnership Interest; or

(b) a creation or conferral of a Security Interest or any other interest (including a beneficial interest) in the Partnership Interest.

$ means the lawful currency of Australia.

Excluded Limited Partner means a Limited Partner which is a Defaulting Limited Partner under clause 4.1(a)(i).

Final Closing Date has the meaning given in clause 7 of schedule A.

Financial Year means:

(a) if the Partnership becomes a Venture Capital Limited Partnership with effect from a date on or before the date of this deed:

(i) the period commencing on the date of this deed and ending on the next occurring date specified in clause 13 of schedule A;

(ii) each period of 12 months commencing on the day after the date specified in clause 13 of schedule A and ending on the next occurring date specified in clause 13 of schedule A; and

(iii) the period commencing on the last day after the date specified in clause 13 of schedule A to occur on or before the date of termination of this deed and ending on that date of termination; or

(b) if the Partnership becomes a Venture Capital Limited Partnership with effect from a date after the date of this deed:

(i) the period commencing on the date of this deed and ending on the earlier of the next occurring date specified in clause 13 of schedule A and the effective date on which the Partnership becomes a Venture Capital Limited Partnership;

(ii) each subsequent period commencing on the day after the date of the previous period and ending on:

A. the next occurring date specified in clause 13 of schedule A, if the effective date on which the Partnership becomes a Venture Capital Limited Partnership is before the commencement of the subsequent period; or

B. the earlier of the next occurring date specified in clause 13 of schedule A and the effective date on which the Partnership becomes a Venture Capital Limited Partnership, if the effective date on which the Partnership becomes a Venture Capital Limited Partnership is not before the commencement of the subsequent period; and

(iii) the period commencing on the later of the last day after the date specified in clause 13 of schedule A to occur on or before the date of termination of this deed and the effective date on which the Partnership becomes a Venture Capital Limited Partnership and ending on that date of termination.

Firm-Mark means a mark from time to time of the Partnership.

Firm-Name means the firm-name from time to time of the Partnership.

Fund means:

(a) a trust;

(b) a superannuation fund, approved deposit fund, pooled superannuation trust or public sector superannuation scheme (each within the meaning of the Superannuation Industry (Supervision) Act); or

(c) a Managed Investment Scheme.

General Partner means a person recorded from time to time in the Register as a general partner of the Partnership.

Government Agency means a government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

GST means goods and services tax under the GST Law.

GST Law has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Initial Closing means the first amendment of the Register in respect of the Partnership under clause 3.3(b).

Initial Closing Date means the date of which the General Partner gives notice to each Initial Subscriber as the final date on which an Initial Subscriber may be admitted as a Limited Partner as provided in clause 3.3(b), being at least [2] Business Days but not more than 120 days after there is at least one Initial Subscriber.

Initial Subscriber means a person who the General Partner may under clause 3.1 (Admission of the Initial Subscribers) admit as a Limited Partner as provided in clause 3.3(b).

Insolvency Event means, in respect of a person:

(a) an application is made to a court for an order that the person be wound up, declared bankrupt or that a liquidator or provisional liquidator or receiver or receiver and manager be appointed, and the application is not withdrawn, struck out or dismissed within 21 days after it is made;

(b) a liquidator or provisional liquidator is appointed to the person and the appointment is not terminated within 21 days after it is made;

(c) an administrator or a Controller is appointed to any assets of the person and the appointment is not terminated within 21 days after it is made;

(d) the person enters into an arrangement or composition with one or more of its creditors, or an assignment for the benefit of one or more of its creditors;

(e) the person proposes a winding up or dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;

(f) the person is insolvent as disclosed in its accounts, or otherwise states that it is insolvent, or is presumed to be insolvent under an applicable law;

(g) the person becomes an Insolvent Under Administration or proceedings are taken which could result in that event and which are not dismissed within 21 days after being taken;

(h) the person is taken to have failed to comply with a statutory demand as a result of section 459F(1) of the Corporations Act;

(i) a notice is issued to or against the person under sections 601AA or 601AB of the Corporations Act and is not withdrawn or dismissed within 21 days after it is issued;

(j) a writ of execution is levied against the person or[ a material part of] its property and is not dismissed within 21 days after the writ is levied;

(k) the person ceases to carry on business or threatens to do so; or

(l) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the above paragraphs of this definition,

other than for the purpose of amalgamation, reorganisation, restructure or other similar purpose, in each case not affecting the continued existence of the person.

Interim General Partner has the meaning given in clause 9.9(d).

Investment means an asset or other property from time to time of the Partnership, including any Securities or rights held from time to time by or on behalf of the Partnership.

Investment Period has the meaning given in clause 14 of schedule A.

Investment Plan means the investment plan set out in attachment A.

Investment Swap means an Investment which:

(a) forms all or part of any non cash consideration for the disposal of all or any part of an Investment; or

(b) is made as part of any right, obligation or arrangement to reinvest cash consideration from the disposal of an Investment at or about the same time as the cash is received.

Key Personnel Change has the meaning given in clause 16 of schedule A.

Late Capital Premium means, in respect of an amount determined under clause 3.4(b)(iv)(A) or (c)(iii)(A), an amount determined by the General Partner which is not less than the following amount:

n

å

Cx[(1 + R)Tx - 1]

x = 1

where:

(a) n means the number which is 1 more than the number of increases in the Paid-Up Proportion under clause 3.6 (Capital calls);

(b) x means an integer between (and including) 1 and n;

(c) Cx means, in respect of each value of “x”, that part of the amount determined under clause 3.4(b)(iv)(A) or (c)(iii)(A) (as relevant) which would have been payable under clause 3.1(a)(iii) or 3.6 (Capital calls) had the person required to pay that amount under clause 3.4(b)(iv) or (c)(iii) (as relevant) been a Limited Partner as from the Initial Closing Date, being:

(i) if x = 1:

A. the Capital Commitment of the person as referred to in clause 3.4(b)(iv)(A) or the increase of the Capital Commitment of the person as referred to in clause (c)(iii)(A) (as relevant),

multiplied by:

B. the Paid-Up Proportion as at the Initial Closing Date,

multiplied by:

C. the total of the Capital Commitments of the Limited Partners as at the Initial Closing Date,

divided by:

D. the total of the Capital Commitment of the person or the increase in the Capital Commitment of the person (as relevant) and the Capital Commitments of the Limited Partners as at the Initial Closing Date; and

(ii) otherwise:

A. the Capital Commitment of the person as referred to in clause 3.4(b)(iv)(A) or the increase of the Capital Commitment of the person as referred to in clause 3.4(c)(iii)(A) (as relevant),

multiplied by:

B. the (x-1)th increase in the Paid-Up Proportion under clause 3.6 (Capital calls),

multiplied by:

C. the total of the Capital Commitments of the Limited Partners as at the time of that increase in the Paid-Up Proportion,

divided by:

D. the total of the Capital Commitment of the person or the increase in the Capital Commitment of the person (as relevant) and the Capital Commitments of the Limited Partners as at the time of that increase in the Paid-Up Proportion;

(d) R means the rate specified in clause 10 of schedule A; and

(e) Tx means:

(i) if “x” is 1, the number of days from the Initial Closing Date to the Closing Date by which the amount determined under clause 3.4(b)(iv)(A) or (c)(iii)(A) (as relevant) is payable under clause 3.4(b) or (c), divided by 365; and

(ii) otherwise, the number of days from the date the (x-1)th increase in the Paid-Up Proportion under clause 3.6 (Capital calls) to the Closing Date by which the amount determined under clause 3.4(b)(iv)(A) or (c)(iii)(A) (as relevant) is payable under clause 3.4(b) or (c) (as relevant), divided by 365.

Lending Partner has the meaning given in clause 3.10(a).

Limited Partner means a person recorded from time to time in the Register as a limited partner of the Partnership.

Liquidity Investment means any Security that may under its terms be realised within 3 months after its acquisition and which is a Security in a cash management trust or is provided, issued, secured, guaranteed, supported, accepted, drawn or endorsed by a Government Agency, an Authorised Deposit-Taking Institution, an entity conducting any business of banking anywhere in the world or an Affiliate of any such entity, other than Securities in the issuing entity itself.

Majority Resolution means, at any time:

(a) other than at a meeting of Partners convened in accordance with clause 12.2 (Convening of meetings), the approval in writing of Limited Partners (other than a Defaulting Limited Partner) with Capital Commitments of more than 50% of the total of the Capital Commitments of the Limited Partners (other than a Defaulting Limited Partner) as at that time; or

(b) at a meeting of Partners convened in accordance with clause 12.2 (Convening of meetings):

(i) on a show of hands, the approval of a majority of Limited Partners (other than a Defaulting Limited Partner) present at the meeting; or

(ii) on a poll, the approval of Limited Partners (other than a Defaulting Limited Partner) with Capital Commitments of more than 50% of the total of the Capital Commitments of the Limited Partners (other than a Defaulting Limited Partner) as at that time, who are present at the meeting.

Management Fee has the meaning given in clause 1 of schedule B.

[Offset Amount has the meaning given in clause 4 of schedule B.]

Other Jurisdiction Partnership Act means any statute or law in any jurisdiction other than the jurisdiction of the Partnership Act which applies to the Partnership or the Partners in relation to the Partnership.

Other Limited Partner has the meaning given in clause 9.3 (Transfer to another Limited Partner).

Outgoings means:

(a) in respect of a current or former General Partner or the Partnership, any fees, costs, charges, expenses, liabilities, Taxes, payments or outgoings of any kind:

(i) including, subject to sub-paragraph (ii):

A. all fees, charges, expenses or outgoings including legal, accounting and printing fees, in respect of or incidental to:

I. the establishment and launching of the Partnership, the preparation and execution of this deed and the promotion of the Partnership including the preparation, printing and distribution of Disclosure Documents or information memoranda, subject to a maximum of fees, charges, expenses or outgoings up to the Initial Closing Date of the amount specified in clause 17 of schedule A;

II. the amendment or proposed amendment of this deed;

III. organising and holding any meeting of Limited Partners or the Advisory Committee;

IV. appointing or maintaining the appointment of any member of the Advisory Committee; or

V. the acquisition, holding, management, supervision, valuation or disposal or attempted or proposed acquisition or disposal of Investments;

B. fees, costs, charges, expenses and outgoings in relation to the registration and administration of the Partnership under the Partnership Act and the Venture Capital Act, including in relation to the compliance by the General Partner with the registration, administration, notification and lodgement requirements under the Partnership Act and the Venture Capital Act;

C. fees, costs, charges, expenses and outgoings of the Auditor which are incurred in performing the obligations of the Auditor which are contemplated under this deed;

D. fees, costs, charges, expenses and outgoings of an Appointee in exercising powers or rights or performing obligations of the General Partner under this deed or providing advice or services to the General Partner in its capacity as General Partner or to the Partnership;

E. interest, costs, expenses and fees and other charges incurred in connection with any bank account or borrowings or other financial accommodation of the Partnership;

F. postage and printing expenses of all receipts, acknowledgments, accounts, cheques, statements, reports, notices of meetings and other documents relating to the Partnership;

G. costs and expenses incurred by members of the Advisory Committee in the performance of their functions provided in this deed (including legal fees and travel expenses of members of the Advisory Committee) which the General Partner has agreed to reimburse under clause 4 of schedule D;

H. costs and expenses of insurance of the Partnership or of any person appointed by the Partnership as a director of an entity; and

I. all Taxes, including Taxes borne by the General Partner in its capacity as General Partner of the Partnership but not in any other capacity; but

(ii) excluding:

A. the Overheads of the General Partner or an Appointee; and

B. the fees and travel expenses of an Appointee for managing investments by the Partnership; and

(c) in respect of a person other than current or former General Partner or the Partnership, any fees, costs, charges, expenses, liabilities, Taxes or outgoings of any kind.

Overheads means:

(a) in respect of the General Partner, the rent, office maintenance, wage, salary, travel and personal income tax expenses of the General Partner; and

(b) in respect of an Appointee, the rent, office maintenance, wage, salary and personal income tax expenses of the Appointee.

Paid-Up Proportion means, at any time:

(a) the proportion specified in clause 8 of schedule A; plus

(b) each increase as at that time in the proportion under clause 3.6(a); less

(c) each decrease as at that time in the proportion determined under clause 3.8 (Decrease in the Paid-Up Proportion).

Participating Capital Contributions means, in respect of a Limited Partner, the Capital Contributions by the Limited Partner under clause 3 (Capitalisation of the Partnership) or 4.1(a)(ii) other than any amount by which a Capital Contribution by the Limited Partner under clause 3.4(b)(iv) or (c)(iii) or 4.1(a)(ii) exceeds the amount referred to in clause 3.4(b)(iv)(A) or (c)(iii)(A) or 4.1(a)(ii)(A) respectively, as:

(a) increased from time to time as a result of a Transfer in accordance with clause 4.3(a)(v) or 9 (Transfers and retirement) of all or any of the Partnership Interest of another Limited Partner; and

(b) decreased from time to time as a result of a Transfer in accordance with clause 4.3(a)(v) or 9 (Transfers and retirement) of all or any of the Partnership Interest of the Limited Partner.

Partners means the General Partner and the Limited Partners.

Partnership means the partnership between the Partners governed by this deed.

Partnership Accounts means, in respect of a period, the financial statements of the Partnership for the period prepared in accordance with the Accounting Standards.

Partnership Act has the meaning given in clause 3 of schedule A.

Partnership Interest means, in respect of a Partner, all rights and obligations of the Partner under this deed and all of the interests of the Partner in the Partnership.

Partnership Loss means the net loss of the Partnership as determined in accordance with the Accounting Standards.

Partnership Profit means the net profit of the Partnership as determined in accordance with the Accounting Standards.

Quarter means each period of 3 months ending on 31 March, 30 June, 30 September or 31 December in any calendar year.

Registered Office means the registered office from time to time of the Partnership.

Securities means shares (including ordinary shares and preference shares), derivatives (including warrants, rights, options or any combination of them), notes, bonds, debentures, units, trust receipts, loans, deposits, bills of exchange, promissory notes, certificates of deposit, letters of credit, cheques, obligations, instruments or evidences of indebtedness, and other property or interests commonly regarded as securities (including cash and bank deposits).

Security Interest means a right, interest, power or arrangement in relation to an asset which provides security for the payment or satisfaction of a debt, obligation or liability including under a bill of sale, mortgage, charge, lien, pledge, trust, power, deposit, hypothecation or arrangement for retention of title, and includes an agreement to grant or create any of those things.

Special Majority Resolution means, at any time:

(a) other than at a meeting of Partners convened in accordance with clause 12.2 (Convening of meetings), the approval in writing of Limited Partners (other than a Defaulting Limited Partner) with Capital Commitments of at least 75% of the total of the Capital Commitments of the Limited Partners (other than a Defaulting Limited Partner) as at that time; or

(b) at a meting of Partners convened in accordance with clause 12.2 (Convening of meetings):

(i) on a show of hands, the approval of at least 75% of Limited Partners (other than a Defaulting Limited Partner) present at the meeting; or

(ii) on a poll, the approval of Limited Partners (other than a Defaulting Limited Partner) with Capital Commitments of at least 75% of the total of the Capital Commitments of the Limited Partners (other than a Defaulting Limited Partner) as at that time, who are present at the meeting.

Successor Trustee has the meaning given in clause 9.5 (Change of trustee or custodian).

Superannuation Industry (Supervision) Act means the Superannuation Industry (Supervision) Act 1993 (Cth).

Superannuation Industry (Supervision) Regulations means the Superannuation Industry (Supervision) Regulations 1994.

Tax means a tax, levy, charge, impost, fee, deduction, withholding or duty of any nature, including stamp and transaction duty or any goods and services tax (including GST), value added tax or consumption tax, which is imposed or collected by a Government Agency, except where the context requires otherwise, including any interest, fine, penalty, charge, fee or other amount imposed in addition to those amounts.

Tax Act means the Income Tax Assessment Act 1997 (Cth).

Transfer means:

(a) in respect of all of the Partnership Interest of a Limited Partner to a person who is not a Limited Partner, a transfer of all of the Partnership Interest to the person, resulting in:

(i) the cessation of the Limited Partner as a Limited Partner; and

(ii) the admission of the other person as a Limited Partner with a Capital Commitment, Participating Capital Contributions and a balance of the Capital Account of the other person, each equal to the Capital Commitment, Participating Capital Contributions and balance of the Capital Account of the Limited Partner as at immediately before the cessation of the Limited Partner as a Limited Partner;

(b) in respect of a proportion of the Partnership Interest of a Limited Partner to a person who is not a Limited Partner, a transfer of that proportion of the Partnership Interest to the person, resulting in:

(i) a decrease in the Partnership Interest of the Limited Partner, including the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Limited Partner, each by that proportion; and 

(ii) the admission of the other person as a Limited Partner with a Capital Commitment, Participating Capital Contributions and a balance of the Capital Account of the other person, each equal to the decrease referred to in sub-paragraph (i);

(c) in respect of all of the Partnership Interest of a Limited Partner to another Limited Partner, a transfer of the Partnership Interest to the other Limited Partner, resulting in:

(i) the cessation of the Limited Partner as a Limited Partner; and

(ii) an increase in the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the other Limited Partner by an amount equal to the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Limited Partner referred to in sub-paragraph (i) as at immediately before the cessation of the Limited Partner as a Limited Partner; and

(d) in respect of a proportion of the Partnership Interest of a Limited Partner to another Limited Partner, a transfer of that proportion of the Partnership Interest to the other Limited Partner, resulting in:

(i) a decrease in the Partnership Interest of the Limited Partner, including the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Limited Partner, each by that proportion; and

(ii) an increase in the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the other Limited Partner by the amount by which the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Limited Partner referred to in sub-paragraph (i) is decreased as referred to in sub-paragraph (i).

[Transferring Limited Partner has the meaning given in clause 9.2(a).]

Transmission Event means:

(a) in respect of a Partner who is an individual:

(i) the death of the Partner;

(ii) the bankruptcy of the Partner; or

(iii) the Partner becoming of unsound mind or a person who is, or whose estate is, liable to be dealt with in any way under the law relating to mental health; and

(b) in respect of a Partner who is a body corporate, the dissolution of the Partner or the succession by another body corporate to the assets and liabilities of the Partner.

Trustee Limited Partner has the meaning given in clause 16.1 (Capacity as trustee or responsible entity).

Uniform Resource Locator or URL means [insert details].

Valuation Guidelines means:

(a) the “Guidelines for the Valuation and Disclosure of Venture Capital and Private Equity Portfolios” adopted by Australian Venture Capital Association Limited as at the date of this deed; and

(b) any amendment or replacement of those guidelines by Australian Venture Capital Association Limited or any successor body which the General Partner gives notice to the Limited Partners as having been adopted by the General Partner for the purposes of the Partnership.

[Valuer means, in respect of an Investment, a person who is:

(a) independent of the General Partner;

(b) experienced and qualified in relation to the valuation of Investments of the kind required to be valued; and

(c) agreed from time to time between the General Partner and the Auditor or, failing such agreement within 10 Business Days after the General Partner or the Auditor notifies the other of them, a person appointed by the President of the Institute of Chartered Accountants in Australia.]

Venture Capital Act means the Venture Capital Act 2002 (Cth).

Venture Capital Limited Partnership has the meaning given in subsection 118-405(2) of the Income Tax Assessment Act 1997 (Cth).

 

Part 2 - Interpretation

(a) In this deed unless the context requires otherwise:

(i) words importing the singular include the plural and vice versa;

(ii) words which are gender neutral or gender specific include each gender;

(iii) other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;

(iv) a reference to a person includes an individual, company, partnership, joint venture, association, corporation or other body corporate and a Government Agency;

(v) a reference to a thing (including, but not limited to, a chose-in-action or other right) includes a part of that thing;

(vi) a reference to a clause, party, schedule or attachment is a reference to a clause of this deed, and a party, schedule or attachment to, this deed and a reference to this deed includes a schedule and attachment to this deed;

(vii) a reference to this deed includes the schedules and attachments and each Deed of Accession which is accepted in accordance with this deed;

(viii) a reference to a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable stock exchange, and is a reference to that law as amended, consolidated or replaced;

(ix) a reference to a section of a statute or a regulation made pursuant to a statute is to the section or regulation as at the date of this deed and as amended or renumbered;

(x) a reference to a document includes all amendments or supplements to that document, or replacements or novations of it;

(xi) a reference to a party to a document includes the successors and permitted assigns of the party;

(xii) a reference to an agreement, other than this deed, includes an undertaking, agreement or legally enforceable arrangement or understanding, whether or not in writing;

(xiii) a reference to “include”, “including” or like expressions is to be read without limitation; and

(xiv) a reference to “due” is not limited by the operation of clause 16 (Limitation of liability of Limited Partners);

(b) In this deed:

(i) where the day on or by which something must be done is not a Business Day, that thing must be done on or by the next Business Day;

(ii) headings are for convenience only and do not affect the interpretation of this deed;

(iii) a term or expression in italics which is defined in the Partnership Act, has the same meaning as in the Partnership Act; and

(iv) a term or expression starting with a capital letter and not in italics:

A. which is defined in this dictionary, has the meaning given to it in this dictionary;

B. which is defined in the Corporations Act but is not defined in this dictionary, has the same meaning as in the Corporations Act; and

C. which is defined in the GST Law but is not defined in this dictionary, has the same meaning as in the GST Law.

(b) This deed may not be construed adversely to a party just because the party prepared this deed.

 

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