Common use of Exchange of Ares Operating Group Units Clause in Contracts

Exchange of Ares Operating Group Units. (a) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements, the Issuer Partnership Agreement and the Ares Owners Partnership Agreement, each Ares Operating Group Limited Partner shall be entitled, on any Quarterly Exchange Date or Other Exchange Date, to Exchange Ares Operating Group Units held by such Ares Operating Group Limited Partner as follows: (i) For the purpose of making a gratuitous transfer to any Charity or otherwise with the consent of the Issuer, an Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Issuer in exchange for the delivery by the Issuer of a number of Common Units equal to the product of the number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, a “PTP Exchange”); or (ii) An Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Ares Operating Group Entities in exchange for the delivery by such Ares Operating Group Entities of a number of Common Units, in the aggregate, equal to the product of such number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, an “OG Exchange”). Notwithstanding anything to the contrary in this Agreement, in lieu of delivering Common Units with respect to any Ares Operating Group Units subject to an Exchange, the Exchange Counterparty may, in its sole discretion, elect to deliver cash equal to the Current Market Price of the Common Units that would otherwise be delivered in such Exchange. (b) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements and the Issuer Partnership Agreement, Alleghany shall be entitled at any time (i) from and after the first anniversary, and prior to the second anniversary, of the closing of the IPO to Exchange up to 50% of the Ares Operating Group Units it owned immediately after consummation of the IPO for Common Units and (ii) after the second anniversary of the closing of the IPO to Exchange all or any of its Ares Operating Group Units for Common Units. (c) Notwithstanding anything to the contrary herein, upon the occurrence of a Dissolution Event (as defined in the Ares Operating Group Partnership Agreements) with respect to any Ares Operating Group Entity, each Ares Operating Group Limited Partner shall be entitled, upon the terms and subject to the conditions hereof, to elect to Exchange Ares Operating Group Units for Common Units; provided, that any such Exchange pursuant to this sentence shall be effective immediately prior to the effectiveness of the applicable dissolution of such Ares Operating Group Entity (and, for the avoidance of doubt, shall not be effective if such dissolution is not effective). (d) Upon surrender of Ares Operating Group Units for Exchange, all rights of the exchanging Ares Operating Group Limited Partner as holder of such Ares Operating Group Units shall cease, and, unless the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such exchanging Ares Operating Group Limited Partner (or designated Charity) shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership Agreement) of such Common Units and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership Agreement. If the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such Ares Operating Group Limited Partner shall continue to own all Ares Operating Group Units subject to the Exchange, and shall still be treated as an Ares Operating Group Limited Partner with respect to such Ares Operating Group Units for all purposes under the relevant Ares Operating Group Partnership Agreements, until the Exchange Counterparty delivers such amount of cash to such Ares Operating Group Limited Partner. (e) Where an Ares Operating Group Limited Partner has exercised its right to effect an OG Exchange, the AOG IntermediateCo Entities, or, in each case, their respective designees, shall have a superseding right to acquire interests in their respective Ares Operating Group Entities for (i) an amount of Common Units equal to the amount of Common Units that would be received pursuant to such Exchange or (ii) an amount of cash equal to the Current Market Price of the Common Units that would otherwise be delivered in such Exchange. (f) The number of Common Units (or the amount of cash in lieu thereof) delivered to each exchanging Ares Operating Group Limited Partner in an OG Exchange by each of the Ares Operating Group Entities or pursuant to Section 2.1(e) shall be determined based on the relative fair market values of each of the Ares Operating Group Entities.

Exchange of Ares Operating Group Units. (a) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements, the Issuer Partnership Agreement Certificate of Incorporation and the Ares Owners Partnership Agreement, each Ares Operating Group Limited Partner shall be entitled, on any Quarterly Exchange Date or Other Exchange Date, to Exchange Ares Operating Group Units held by such Ares Operating Group Limited Partner as follows: (i) For the purpose of making a gratuitous transfer to any Charity or otherwise with the consent of the Issuer, an Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Issuer in exchange for the delivery by the Issuer of a number of Common Units equal to the product of the number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, a “PTP Exchange”); or (ii) An Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Ares Operating Group Entities in exchange for the delivery by such Ares Operating Group Entities of a number of Common UnitsClass A Shares, in the aggregate, equal to the product of such number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, an “OG Exchange”). Notwithstanding anything to the contrary in this Agreement, in lieu of delivering Common Units Class A Shares with respect to any Ares Operating Group Units subject to an Exchange, the Exchange Counterparty may, in its sole discretion, elect to deliver cash equal to the Current Market Price of the Common Units Class A Shares that would otherwise be delivered in such Exchange. (b) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements and the Issuer Partnership Agreement, Alleghany shall be entitled at any time (i) from and after the first anniversary, and prior to the second anniversary, of the closing of the IPO to Exchange up to 50% of the Ares Operating Group Units it owned immediately after consummation of the IPO for Common Units and (ii) after the second anniversary of the closing of the IPO to Exchange all or any of its Ares Operating Group Units for Common Units. (c) Notwithstanding anything to the contrary herein, upon the occurrence of a Dissolution Event (as defined in the Ares Operating Group Partnership Agreements) with respect to any Ares Operating Group Entity, each Ares Operating Group Limited Partner shall be entitled, upon the terms and subject to the conditions hereof, to elect to Exchange Ares Operating Group Units for Common UnitsClass A Shares; provided, that any such Exchange pursuant to this sentence shall be effective immediately prior to the effectiveness of the applicable dissolution of such Ares Operating Group Entity (and, for the avoidance of doubt, shall not be effective if such dissolution is not effective). (dc) Upon surrender of Ares Operating Group Units for Exchange, all rights of the exchanging Ares Operating Group Limited Partner as holder of such Ares Operating Group Units shall cease, and, unless the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such exchanging Ares Operating Group Limited Partner (or designated Charity) shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership AgreementCertificate of Incorporation) of such Common Units and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership AgreementClass A Shares. If the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such Ares Operating Group Limited Partner shall continue to own all Ares Operating Group Units subject to the Exchange, and shall still be treated as an Ares Operating Group Limited Partner with respect to such Ares Operating Group Units for all purposes under the relevant Ares Operating Group Partnership Agreements, until the Exchange Counterparty delivers such amount of cash to such Ares Operating Group Limited Partner. (ed) Where an Ares Operating Group Limited Partner has exercised its right to effect an OG Exchange, the AOG IntermediateCo Entities, or, in each case, their respective designees, shall have a superseding right to acquire interests in their respective Ares Operating Group Entities for (i) an amount of Common Units Class A Shares equal to the amount of Common Units Class A Shares that would be received pursuant to such Exchange or (ii) an amount of cash equal to the Current Market Price of the Common Units Class A Shares that would otherwise be delivered in such Exchange. (fe) The number of Common Units Class A Shares (or the amount of cash in lieu thereof) delivered to each exchanging Ares Operating Group Limited Partner in an OG Exchange by each of the Ares Operating Group Entities or pursuant to Section 2.1(e2.1(d) shall be determined based on the relative fair market values of each of the Ares Operating Group Entities.

Exchange of Ares Operating Group Units. (a) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements, the Issuer Partnership Agreement Certificate of Incorporation and the Ares Owners Partnership Agreement, each Ares Operating Group Limited Partner shall be entitled, on any Quarterly Exchange Date or Other Exchange Date, to Exchange Ares Operating Group Units held by such Ares Operating Group Limited Partner as follows: (i) For the purpose of making a gratuitous transfer to any Charity or otherwise with the consent of the Issuer, an Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Issuer in exchange for the delivery by the Issuer of a number of Common Units Class A Shares equal to the product of the number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, a an “PTP Issuer Exchange”); or (ii) An Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Ares Operating Group Entities in exchange for the delivery by such Ares Operating Group Entities of a number of Common UnitsClass A Shares, in the aggregate, equal to the product of such number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, an “OG Exchange”). Notwithstanding anything to the contrary in this Agreement, in lieu of delivering Common Units Class A Shares with respect to any Ares Operating Group Units subject to an Exchange, the Exchange Counterparty may, in its sole discretion, elect to deliver cash equal to the Current Market Price of the Common Units Class A Shares that would otherwise be delivered in such Exchange. (b) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements and the Issuer Partnership Agreement, Alleghany shall be entitled at any time (i) from and after the first anniversary, and prior to the second anniversary, of the closing of the IPO to Exchange up to 50% of the Ares Operating Group Units it owned immediately after consummation of the IPO for Common Units and (ii) after the second anniversary of the closing of the IPO to Exchange all or any of its Ares Operating Group Units for Common Units. (c) Notwithstanding anything to the contrary herein, upon the occurrence of a Dissolution Event (as defined in the Ares Operating Group Partnership Agreements) with respect to any Ares Operating Group Entity, each Ares Operating Group Limited Partner shall be entitled, upon the terms and subject to the conditions hereof, to elect to Exchange Ares Operating Group Units for Common UnitsClass A Shares; provided, that any such Exchange pursuant to this sentence shall be effective immediately prior to the effectiveness of the applicable dissolution of such Ares Operating Group Entity (and, for the avoidance of doubt, shall not be effective if such dissolution is not effective). (dc) Upon surrender of Ares Operating Group Units for Exchange, all rights of the exchanging Ares Operating Group Limited Partner as holder of such Ares Operating Group Units shall cease, and, unless the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such exchanging Ares Operating Group Limited Partner (or designated Charity) shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership AgreementCertificate of Incorporation) of such Common Units and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership AgreementClass A Shares. If the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such Ares Operating Group Limited Partner shall continue to own all Ares Operating Group Units subject to the Exchange, and shall still be treated as an Ares Operating Group Limited Partner with respect to such Ares Operating Group Units for all purposes under the relevant Ares Operating Group Partnership Agreements, until the Exchange Counterparty delivers such amount of cash to such Ares Operating Group Limited Partner. (ed) Where an Ares Operating Group Limited Partner has exercised its right to effect an OG Exchange, the AOG IntermediateCo Entities, or, in each case, their respective designees, shall have a superseding right to acquire interests in their respective Ares Operating Group Entities for (i) an amount of Common Units Class A Shares equal to the amount of Common Units Class A Shares that would be received pursuant to such Exchange or (ii) an amount of cash equal to the Current Market Price of the Common Units Class A Shares that would otherwise be delivered in such Exchange. (fe) The number of Common Units Class A Shares (or the amount of cash in lieu thereof) delivered to each exchanging Ares Operating Group Limited Partner in an OG Exchange by each of the Ares Operating Group Entities or pursuant to Section 2.1(e2.1(d) shall be determined based on the relative fair market values of each of the Ares Operating Group Entities.

Exchange of Ares Operating Group Units. (a) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements, the Issuer Partnership Agreement and the Ares Owners Partnership Agreement, each Ares Operating Group Limited Partner shall be entitled, on any Quarterly Exchange Date or Other Exchange Date, to Exchange Ares Operating Group Units held by such Ares Operating Group Limited Partner as follows: (i) For the purpose of making a gratuitous transfer to any Charity or otherwise with the consent of the Issuer, an Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Issuer in exchange for the delivery by the Issuer of a number of Common Units equal to the product of the number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, a “PTP Exchange”); or (ii) An Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Ares Operating Group Entities in exchange for the delivery by such Ares Operating Group Entities of a number of Common Units, in the aggregate, equal to the product of such number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, an “OG Exchange”). Notwithstanding anything to the contrary in this Agreement, in lieu of delivering Common Units with respect to any Ares Operating Group Units subject to an Exchange, the Exchange Counterparty may, in its sole discretion, elect to deliver cash equal to the Current Market Price of the Common Units that would otherwise be delivered in such Exchange. (b) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements and the Issuer Partnership Agreement, Alleghany shall be entitled at any time (i) from and after the first anniversary, and prior to the second anniversary, of the closing of the IPO to Exchange up to 50% of the Ares Operating Group Units it owned immediately after consummation of the IPO for Common Units and (ii) after the second anniversary of the closing of the IPO to Exchange all or any of its Ares Operating Group Units for Common Units. (c) Notwithstanding anything to the contrary herein, upon the occurrence of a Dissolution Event (as defined in the Ares Operating Group Partnership Agreements) with respect to any Ares Operating Group Entity, each Ares Operating Group Limited Partner shall be entitled, upon the terms and subject to the conditions hereof, to elect to Exchange Ares Operating Group Units for Common Units; provided, that any such Exchange pursuant to this sentence shall be effective immediately prior to the effectiveness of the applicable dissolution of such Ares Operating Group Entity (and, for the avoidance of doubt, shall not be effective if such dissolution is not effective). (d) Upon surrender of Ares Operating Group Units for Exchange, all rights of the exchanging Ares Operating Group Limited Partner as holder of such Ares Operating Group Units shall cease, and, unless the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such exchanging Ares Operating Group Limited Partner (or designated Charity) shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership Agreement) of such Common Units and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership Agreement. If the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such Ares Operating Group Limited Partner shall continue to own all Ares Operating Group Units subject to the Exchange, and shall still be treated as an Ares Operating Group Limited Partner with respect to such Ares Operating Group Units for all purposes under the relevant Ares Operating Group Partnership Agreements, until the Exchange Counterparty delivers such amount of cash to such Ares Operating Group Limited Partner. (e) Where an Ares Operating Group Limited Partner has exercised its right to effect an OG Exchange, Ares Holdings Parent (with respect to Ares Holdings Units), Ares Domestic Parent (with respect to Ares Domestic Units), Ares Offshore Parent (with respect to Ares Offshore Units), Ares Real Estate Parent (with respect to Ares Real Estate Units) and the AOG IntermediateCo Entities, or, in each case, their respective designees, Issuer (with respect to Ares Investments Units) shall have a superseding right to acquire such interests in their respective Ares Operating Group Entities for (i) an amount of Common Units equal to the amount of Common Units that would be received pursuant to such Exchange or (ii) an amount of cash equal to the Current Market Price of the Common Units that would otherwise be delivered in such Exchange. (f) The number of Common PTP Units (or the amount of cash in lieu thereof) delivered to each exchanging Ares Operating Group Limited Partner in an OG Exchange by each of the Ares Operating Group Entities or pursuant to Section 2.1(e) shall be determined based on the relative fair market values of each of the Ares Operating Group Entities.

Exchange of Ares Operating Group Units. (a) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements, the Issuer Partnership Agreement and the Ares Owners Partnership Agreement, each Ares Operating Group Limited Partner shall be entitled, on any Quarterly Exchange Date or Other Exchange Date, to Exchange Ares Operating Group Units held by such Ares Operating Group Limited Partner as follows: (i) For the purpose of making a gratuitous transfer to any Charity or otherwise with the consent of the Issuer, an Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Issuer in exchange for the delivery by the Issuer of a number of Common Units equal to the product of the number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, a “PTP Issuer Exchange”); or (ii) An Ares Operating Group Limited Partner may surrender Ares Operating Group Units to the Ares Operating Group Entities in exchange for the delivery by such Ares Operating Group Entities of a number of Common UnitsShares, in the aggregate, equal to the product of such number of Ares Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, an “OG Exchange”). Notwithstanding anything to the contrary in this Agreement, in lieu of delivering Common Units Shares with respect to any Ares Operating Group Units subject to an Exchange, the Exchange Counterparty may, in its sole discretion, elect to deliver cash equal to the Current Market Price of the Common Units Shares that would otherwise be delivered in such Exchange. (b) Subject to adjustment as provided in this Article II and to the provisions of the Ares Operating Group Partnership Agreements and the Issuer Partnership Agreement, Alleghany shall be entitled at any time (i) from and after the first anniversary, and prior to the second anniversary, of the closing of the IPO to Exchange up to 50% of the Ares Operating Group Units it owned immediately after consummation of the IPO for Common Units and (ii) after the second anniversary of the closing of the IPO to Exchange all or any of its Ares Operating Group Units for Common UnitsShares. (c) Notwithstanding anything to the contrary herein, upon the occurrence of a Dissolution Event (as defined in the Ares Operating Group Partnership Agreements) with respect to any Ares Operating Group Entity, each Ares Operating Group Limited Partner shall be entitled, upon the terms and subject to the conditions hereof, to elect to Exchange Ares Operating Group Units for Common UnitsShares; provided, that any such Exchange pursuant to this sentence shall be effective immediately prior to the effectiveness of the applicable dissolution of such Ares Operating Group Entity (and, for the avoidance of doubt, shall not be effective if such dissolution is not effective). (d) Upon surrender of Ares Operating Group Units for Exchange, all rights of the exchanging Ares Operating Group Limited Partner as holder of such Ares Operating Group Units shall cease, and, unless the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such exchanging Ares Operating Group Limited Partner (or designated Charity) shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership Agreement) of such Common Units Shares and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership Agreement. If the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, such Ares Operating Group Limited Partner shall continue to own all Ares Operating Group Units subject to the Exchange, and shall still be treated as an Ares Operating Group Limited Partner with respect to such Ares Operating Group Units for all purposes under the relevant Ares Operating Group Partnership Agreements, until the Exchange Counterparty delivers such amount of cash to such Ares Operating Group Limited Partner. (e) Where an Ares Operating Group Limited Partner has exercised its right to effect an OG Exchange, the AOG IntermediateCo Entities, or, in each case, their respective designees, shall have a superseding right to acquire interests in their respective Ares Operating Group Entities for (i) an amount of Common Units Shares equal to the amount of Common Units Shares that would be received pursuant to such Exchange or (ii) an amount of cash equal to the Current Market Price of the Common Units Shares that would otherwise be delivered in such Exchange. (f) The number of Common Units Shares (or the amount of cash in lieu thereof) delivered to each exchanging Ares Operating Group Limited Partner in an OG Exchange by each of the Ares Operating Group Entities or pursuant to Section 2.1(e) shall be determined based on the relative fair market values of each of the Ares Operating Group Entities.