Common use of Cancellation of Class B Shares Clause in Contracts

Cancellation of Class B Shares. (A) Upon the issuance of any Class B Shares to a Class E Limited Partner pursuant to Section 3.1(n)(ii) upon the vesting of any Operating Group E Units comprised of Class E-1 Common Units or Additional Class E Common Units (or the vesting of an Operating Group A Unit into which any such Operating Group E Unit has converted) held by such Class E Limited Partner or his Related Trusts, then the Partnership shall cause Och-Ziff, pursuant to its Organizational Documents, to simultaneously cancel an equal number of the Class B Shares associated with the Operating Group A-1 Units, with each holder of Operating Group A-1 Units bearing its pro rata share of such cancellation. The Partnership shall provide each holder of Operating Group A-1 Units with prompt written notice of any such cancellation. (B) If the Operating Group Units of any Individual Limited Partner or his Related Trusts are cancelled for any reason, then, to the extent that any Class B Shares have been issued and remain outstanding in respect of such Operating Group Units at the relevant time, the Partnership shall cause Och-Ziff, pursuant to its Organizational Documents, to simultaneously cancel an equal number of the Class B Shares held by such Individual Limited Partner. (C) In accordance with Och-Ziff’s Organizational Documents, any Class B Shares that are cancelled as described in this Section 3.1(n)(vi) or in Section 3.1(n)(v) shall be cancelled on the books and records of Och-Ziff and such Class B Shares shall have no further rights or privileges and shall no longer be deemed to be outstanding equity securities of Och-Ziff for any purpose from and after the date of their cancellation.