Common use of Exchange Registration Clause in Contracts

Exchange Registration. (a) The Company may, in its sole discretion, elect to file and cause to be declared effective under the Securities Act by the SEC one or more registration statements on any appropriate form (the “Exchange Registration”) covering the delivery by the Company or its subsidiaries, from time to time, to the Covered Persons of Class A Shares registered under the Securities Act in exchange for such Och-Ziff Operating Group A Units. (b) If the Company elects to utilize an Exchange Registration, it shall give prompt notice of such election to the Demand Committee, which notice shall include the anticipated filing date of the registration statement relating to such Exchange Registration. The notice referred to in this Section 2.1(b) may be revoked at any time. (c) If the Company elects to utilize an Exchange Registration, it shall be liable for and pay all Registration Expenses in connection with any Exchange Registration, regardless of whether such registration is effected. (d) The Company shall have no obligation pursuant to this Section 2.1 to file an Exchange Registration, cause an Exchange Registration to be declared effective, maintain the effectiveness of an Exchange Registration or deliver Class A Shares to a Covered Person pursuant to an Exchange Registration.