Common use of Certain Mandatory Redemption Events Clause in Contracts

Certain Mandatory Redemption Events. (i) During the Distribution Holiday and commencing with the fiscal quarter ended December 31, 2018, subject to clause (c) below, no later than the 6th day following the Quarterly Delivery Date and the Year End Delivery Date, as applicable, for the applicable fiscal quarter of the Company (each, a “Mandatory Redemption Trigger Date”), (x) the Company and the Operating Partnerships shall use all Economic Income with respect to such fiscal quarter and, (y) in the fourth quarter of each fiscal year only, an amount equal to the excess of the Free Cash Balance as of December 31 of the applicable fiscal year over the Minimum Free Cash Balance, if any in the case of this clause (y) irrespective of the amount of Economic Income with respect to such fiscal quarter (provided that such amounts shall be calculated without duplication with respect to the amount of any Designated Proceeds required to be applied pursuant to clause 6(a)(ii) below) to (A) repay Obligations under the Senior Credit Facility until all such Obligations are repaid in full and the Senior Credit Facility is no longer in effect (such repayment, the “Senior Credit Facility Repayment”); provided that, for the avoidance of doubt, any such repayment that is a prepayment of principal in respect of Revolving Loans (under the Senior Credit Facility) shall be accompanied by a concurrent permanent reduction and termination of Revolving Commitments and (B) following the Senior Credit Facility Repayment, deliver a Mandatory Redemption Notice to redeem all or a portion of the Operating Group Class A Preferred Units in accordance with this Section 6(a). The Company and the Operating Partnership shall be obligated to make any repayments or redemptions required by this Section 6(a)(i) only to the extent that after giving effect to such repayment or redemption the Free Cash Balance of the Company and its Subsidiaries, taken as a whole, shall equal at least the Minimum Free Cash Balance.

Appears in 4 contracts

Samples: Letter Agreement (Och-Ziff Capital Management Group LLC), Agreement and Plan of Merger (Och-Ziff Capital Management Group LLC), Agreement and Plan of Merger (Och-Ziff Capital Management Group LLC)

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