Common use of Class A Consent Rights Clause in Contracts

Class A Consent Rights. Notwithstanding anything contained in this Agreement to the contrary, from and after the Recapitalization Date, the following actions shall not be taken without the prior written consent of (i) the holders of a majority of the then-outstanding Class A Common Units and (ii) until 100% of the then-outstanding Post-Recap Class A Units have become Eligible Common Units, the holders of a majority of the then-outstanding Post-Recap Class A Units: (I) Any action by the Och-Ziff Group (directly or indirectly, whether by merger, recapitalization, amendment, or otherwise) that is adverse to the holders of Class A Common Units or Class A-1 Common Units in a manner disproportionate to the holders of the Class A Shares (taking into account, for such purposes, the effect on the Class A Shares and/or the Class B Common Units), including, for the avoidance of doubt, any such disproportionate impact resulting from (w) any amendments to the terms of the Class D Common Units, the Class E Common Units or the Class P Common Units, (x) any amendments to the terms of any Class A Restricted Share Units, (y) the disproportionate allocation of income (loss) to any class of Units or (z) the creation of any new class of Class A Parity Units; other than, in each case, any disproportionate treatment pursuant to the express terms of such units that are set forth in this Agreement as of the date hereof (and not, for the avoidance of doubt, as a result of the exercise by the General Partner or any other Person of its discretion or other rights to take or omit to take actions or make other determinations hereunder). (II) The issuance of any additional Class A Common Units or Class A-1 Common Units (excluding Class A Common Units issued upon the conversion of any other Common Units in accordance with Sections 3.1(f) or 3.1(g)). (III) (x) the creation of any new class of Class A Parity Units or (y) amending, modifying or otherwise causing the terms of an existing class of equity securities to become Class A Parity Units, in each of the foregoing clauses (x) and (y), by Och-Ziff, the Partnership or any other entity in the Och-Ziff Group until the achievement of the Book-Up Target for all outstanding Class A Common Units following the end of the Distribution Holiday. For the avoidance of doubt, any consent rights of the holders of Class A Common Units described in this Agreement will not limit the rights of the holders of the Class A Cumulative Preferred Units and Debt Securities (which as of the Recapitalization Date have separate consent rights with respect to issuances of Class A Parity Units). (IV) The amendment (directly or indirectly, whether by merger, recapitalization, amendment, or otherwise) of (i) the Book-Up Provisions in a manner that is adverse to the Class A Common Units or Class A-1 Common Units, except as required by a change in applicable laws, regulations or IRS guidance following the date hereof or upon the written advice of outside counsel to the Och-Ziff Group as to the interpretation of the tax law or (ii) this Section 3.1(d)(iii) (other than Section 3.1(d)(iii)(B)). In connection with any consents to be obtained from the holders of Class A Common Units under this Section 3.1(d)(iii)(A), no consent fee or other consideration shall be offered to such holders.