Common use of Interests Clause in Contracts

Interests. (a) As of the Effective Date, all of the outstanding equity interests in the Partnership are owned of record, directly or indirectly, solely by the Persons identified in the books and records of the Partnership. (b) The Partnership may issue any number of Interests, and options, rights, warrants and appreciation rights relating to Interests, for any Partnership purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partner. (c) Interests authorized to be issued by the Partnership pursuant to Section 4.1(b) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers, duties, restrictions and conditions (which may be junior to, equivalent to or senior or superior to any existing classes or series of Interests), as shall be fixed by the General Partner and may be reflected in a designation certificate approved by the General Partner (each, a “Series Designation”) or otherwise in the books and records of the Partnership, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions, the dates distributions will be payable and whether distributions with respect to such class or series will be cumulative or non-cumulative; (iii) rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may redeem such Interests (including sinking fund provisions); (v) whether such Interests are issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which such Interests will be issued, including restrictions on assignment and transfer and whether such Interests will be evidenced by certificates; (vii) the method for determining the Percentage Interest, if any, applicable to such Interests; (viii) the right, if any, of the holder of each such Partnership to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership, and (ix) the extent to which such Interests participate in Incentive Income derived from a particular Fund or group of Funds (an “Associated Fund”). (d) The General Partner is hereby authorized to take all actions that it determines to be necessary, appropriate, advisable or convenient in connection with (i) each issuance of Interests and options, rights, warrants and appreciation rights relating to Interests pursuant to this Section 4.1, including the admission of the holders thereof as Limited Partners in connection therewith and any related amendment of this Agreement, and (ii) all additional issuances of Interests and options, rights, warrants and appreciation rights relating to Interests. The General Partner shall determine the relative rights, powers and duties of the holders of the Interests or options, rights, warrants or appreciation rights relating to Interests being so issued. The General Partner is authorized to do all things that it determines to be necessary or appropriate in connection with any future issuance of Interests or options, rights, warrants or appreciation rights relating to such Interests, including compliance with any statute, rule, regulation or guideline of any Governmental Authority or any securities market on which Interests or options, rights, warrants or appreciation rights relating to Interests are listed for trading. (e) No Interests shall be issued to any Person unless such issuance satisfies each of the following conditions (except to the extent waived by the General Partner): (i) all conditions to such issuance and the admission of the recipient of such Interests as an additional Limited Partner that are required to be satisfied under Section 3.8 have been satisfied (except to the extent any such condition is waived by the General Partner); and (ii) the General Partner has received such written instruments, in form and substance (including containing such representations and warranties as are) reasonably satisfactory to the General Partner, as the General Partner determines to be necessary, appropriate, advisable or convenient in connection with such issuance and admission, including an instrument of joinder evidencing the consent of the recipient of such Interests to be bound by this Agreement. The recipient of Interests pursuant to an issuance of such Interests in compliance with this Section 4.1 shall be admitted as an additional Limited Partner with respect to such Interests upon the consummation of such issuance. Any issuance of Interests or admission to the Partnership of any additional Limited Partner in violation of this Section 4.1 shall be null and void ab initio, shall not be recorded on the books of the Partnership, and shall not be recognized by the Partnership, in each case, except as otherwise required by applicable law.

Interests. (a) As of the Effective Date, all of the outstanding equity interests in the Partnership are owned of record, directly or indirectly, solely by the Persons identified in the books and records of the Partnership. (b) The Partnership may issue any number of Interests, and options, rights, warrants and appreciation rights relating to Interests, for any Partnership purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partner. (c) Interests authorized to be issued by the Partnership pursuant to Section 4.1(b) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers, duties, restrictions and conditions (which may be junior to, equivalent to or senior or superior to any existing classes or series of Interests), as shall be fixed by the General Partner and may be reflected in a designation certificate approved by the General Partner (each, a “Series Designation”) or otherwise in the books and records of the Partnership, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions, the dates distributions will be payable and whether distributions with respect to such class or series will be cumulative or non-cumulative; (iii) rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may redeem such Interests (including sinking fund provisions); (v) whether such Interests are issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which such Interests will be issued, including restrictions on assignment and transfer and whether such Interests will be evidenced by certificates; (vii) the method for determining the Percentage Interest, if any, applicable to such Interests; (viii) the right, if any, of the holder of each such Partnership to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership, and (ix) the extent to which such Interests participate in Incentive Income derived from a particular Fund or group of Funds (an “Associated Fund”). (d) The General Partner is hereby authorized to take all actions that it determines to be necessary, appropriate, advisable or convenient in connection with (i) each issuance of Interests and options, rights, warrants and appreciation rights relating to Interests pursuant to this Section 4.1, including the admission of the holders thereof as Limited Partners in connection therewith and any related amendment of this Agreement, and (ii) all additional issuances of Interests and options, rights, warrants and appreciation rights relating to Interests. The General Partner shall determine the relative rights, powers and duties of the holders of the Interests or options, rights, warrants or appreciation rights relating to Interests being so issued. The General Partner is authorized to do all things that it determines to be necessary or appropriate in connection 45699789.7 - 17 - with any future issuance of Interests or options, rights, warrants or appreciation rights relating to such Interests, including compliance with any statute, rule, regulation or guideline of any Governmental Authority or any securities market on which Interests or options, rights, warrants or appreciation rights relating to Interests are listed for trading. (e) No Interests shall be issued to any Person unless such issuance satisfies each of the following conditions (except to the extent waived by the General Partner): (i) all conditions to such issuance and the admission of the recipient of such Interests as an additional Limited Partner that are required to be satisfied under Section 3.8 have been satisfied (except to the extent any such condition is waived by the General Partner); and (ii) the General Partner has received such written instruments, in form and substance (including containing such representations and warranties as are) reasonably satisfactory to the General Partner, as the General Partner determines to be necessary, appropriate, advisable or convenient in connection with such issuance and admission, including an instrument of joinder evidencing the consent of the recipient of such Interests to be bound by this Agreement. The recipient of Interests pursuant to an issuance of such Interests in compliance with this Section 4.1 shall be admitted as an additional Limited Partner with respect to such Interests upon the consummation of such issuance. Any issuance of Interests or admission to the Partnership of any additional Limited Partner in violation of this Section 4.1 shall be null and void ab initio, shall not be recorded on the books of the Partnership, and shall not be recognized by the Partnership, in each case, except as otherwise required by applicable law.