MANDATORY PUTS. (a) Each Limited Partner may, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the Partnership Interests held by such Limited Partner in the Partnership (a "Put"). (b) Each Limited Partner other than Lovexx, Xxc. may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase up to twelve and one-half percent (12.5%) of the Initial Partnership Points held by such Limited Partner, on the last business day in March (each, a "Purchase Date") on any five (5) separate occasions (but only up to an aggregate of fifty percent (50%) of such Limited Partner's Initial Partnership Points) starting with the last business day in March, 2001 and ending with the last business day in March, 2011. Notwithstanding any other provisions set forth herein, each Limited Partner may only exercise its rights under this Section 7.1(b) if the Limited Partner simultaneously causes AMG to purchase an equal number of U.K. Partnership Points in the U.K. Partnership pursuant to the provisions of Section 7.1(b) of the U.K. Partnership Agreement. (c) Lovexx, Xxc. may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase up to twenty percent (20%) of the Initial Partnership Points held by Lovexx, Xxc., on each Purchase Date starting with the first Purchase Date in March, 2001. Notwithstanding any other provision set forth herein, Lovexx, Xxc. may 37 41 only exercise its rights under this Section 7.1(c) if Lovexx, Xxc. simultaneously causes AMG to purchase an equal number of U.K. Partnership Points in the U.K. Partnership pursuant to the provisions of Section 7.1(c) of the U.K. Partnership Agreement. (d) Each Limited Partner may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase a number of Partnership Points as is equal to up to twelve and one-half percent (12.5%) of the positive difference, if any, between (i) the Partnership Points issued to such Limited Partner pursuant to the Incentive Program or upon the exercise of any options issued pursuant thereto (each such issuance or issuance upon the exercise of an option, an "Option Exercise") and (ii) any Partnership Points purchased from such Limited Partner pursuant to a GP Call under Section 7.3 hereof on any five (5) separate Purchase Dates (but only up to an aggregate of a number of Partnership Points as is equal to fifty percent (50%) of the positive difference, if any, between (x) the Partnership Points issued in such Option Exercise and (y) any Partnership Points purchased from such Limited Partner pursuant to a GP Call under Section 7.3 hereof) starting on the first Purchase Date which is at least five (5) years following the date of such Option Exercise and ending on the first Purchase Date which is at least fifteen (15) years following the date of such Option Exercise. Notwithstanding any other provisions set forth herein, each Limited Partner may only exercise its rights under this Section 7.1(d) if the Limited Partner simultaneously causes AMG to purchase an equal number of Partnership Points in the Partnership pursuant to the provisions of this Section 7.1(d) and U.K. Partnership Points in the U.K. Partnership pursuant to the provisions of Section 7.1(d) of the U.K.
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Samples: Limited Partnership Agreement (Affiliated Managers Group Inc), Limited Partnership Agreement (Affiliated Managers Group Inc)
MANDATORY PUTS. (a) Each Limited Partner may, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the Partnership Interests held by such Limited Partner in the Partnership (a "Put").
(b) Each Limited Partner other than Lovexx, Xxc. may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase up to twelve and one-half percent (12.5%) of the Initial Partnership Points held by such Limited Partner, on the last business day in March (each, a "Purchase Date") on any five (5) separate occasions (but only up to an aggregate of fifty percent (50%) of such Limited Partner's Initial Partnership Points) starting with the last business day in March, 2001 and ending with the last business day in March, 2011. Notwithstanding any other provisions set forth herein, each Limited Partner may only exercise its rights under this Section 7.1(b) if the Limited Partner simultaneously causes AMG to purchase an equal number of U.K. U.S. Partnership Points in the U.K. U.S. Partnership pursuant to the provisions of Section 7.1(b) of the U.K. U.S. Partnership Agreement.
(c) Lovexx, Xxc. may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase up to twenty percent (20%) of the Initial Partnership Points held by Lovexx, Xxc., on each Purchase Date starting with the first Purchase Date in March, 2001. Notwithstanding any other provision set forth herein, Lovexx, Xxc. may 37 41 only exercise its rights under this Section 7.1(c) if Lovexx, Xxc. simultaneously causes AMG to purchase an equal number of U.K. U.S. Partnership Points in the U.K. U.S. Partnership pursuant to the provisions of Section 7.1(c) of the U.K. U.S. Partnership Agreement.
(d) Each Limited Partner may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase a number of Partnership Points as is equal to up to twelve and one-half percent (12.5%) of the positive difference, if any, between (i) the Partnership Points issued to such Limited Partner pursuant to the Incentive Program or upon the exercise of any options issued pursuant thereto (each such issuance or issuance upon the exercise of an option, an "Option Exercise") and (ii) any Partnership Points purchased from such Limited Partner pursuant to a GP Call under Section 7.3 hereof on any five (5) separate Purchase Dates (but only up to an aggregate of a number of Partnership Points as is equal to fifty percent (50%) of the positive difference, if any, between (x) the Partnership Points issued in such Option Exercise and (y) any Partnership Points purchased from such Limited Partner pursuant to a GP Call under Section 7.3 hereof) starting on the first Purchase Date which is at least five (5) years following the date of such Option Exercise and ending on the first Purchase Date which is at least fifteen (15) years following the date of such Option Exercise. Notwithstanding any other provisions set forth herein, each Limited Partner may only exercise its rights under this Section 7.1(d) if the Limited Partner simultaneously causes AMG to purchase an equal number of Partnership Points in the Partnership pursuant to the 32 37 provisions of this Section 7.1(d) and U.K. U.S. Partnership Points in the U.K. U.S. Partnership pursuant to the provisions of Section 7.1(d) of the U.K.U.S. Partnership Agreement.
(e) If a Limited Partner desires to exercise its rights under Section 7.1(b), 7.1(c) or 7.1(d) above, it and its Employee Stockholder shall give AMG, each other Employee Stockholder, the General Partner and the Partnership irrevocable written notice (a "Put Notice") on or prior to the preceding November 30 (the "Notice Deadline") stating that it is electing to exercise such rights and the number of Partnership Points (the "Put Partnership Points") to be sold in the Put and whether or to what extent such Put is a Put of Initial Partnership Points (including, without limitation, a Put by Lovexx, Xxc. pursuant to Section 7.1(c) above) (the "Initial Put Partnership Points") or Partnership Points issued pursuant to an Option Exercise (together, the "Option Put Partnership Points"). Puts in any given calendar year for which Put Notices are received before the Notice Deadline for that calendar year shall be done as follows: AMG shall purchase from each Limited Partner that number of Put Partnership Points as is equal to the sum of (i) the number of Initial Put Partnership Points designated as such in the Put Notice, up to the maximum number permitted by Section 7.1(b) or Section 7.1(c) above with respect to that year and the aggregate number of Initial Partnership Points that may be Put by the Limited Partner, and (ii) the number of Option Put Partnership Points designated as such in the Put Notice, up to the maximum number permitted by Section 7.1(d) above with respect to the Option Exercise and that year and the aggregate number of Partnership Points that may be Put by the Limited Partner with respect to the Option Exercise; provided, however, that in no event shall the number of Partnership Points which AMG is required to purchase on any Purchase Date pursuant to Puts under this Section 7.1 exceed Two and Four-Tenths (2.4) Partnership Points; and, provided further, that if the number of Partnership Points for which Put Notices are received before the Notice Deadline for that calendar year exceeds two and four tenths (2.4) Partnership Points, then AMG shall purchase an aggregate of Two and Four-Tenths (2.4) Partnership Points among all Limited Partners as follows: AMG shall purchase from each Limited Partner that number of Partnership Points as is equal to (A) Two and Four-Tenths (2.4) Partnership Points multiplied by (B) a fraction, the numerator of which is the number of Partnership Points set forth in such Limited Partner's Put Notice (up to the maximum number of Partnership Points permitted by Sections 7.1(b), 7.1(c) and 7.1(d) above with respect to that Purchase Date and the aggregate number of Initial Put Partnership Points and Option Put Partnership Points which may be Put by that Limited Partner on that Purchase Date) and the denominator of which is the number of Partnership Points set forth in all the Put Notices (with respect to each such Put Notice, up to the maximum number of Partnership Points permitted by Sections 7.1(b), 7.1(c) and 7.1(d) above with respect to that Purchase Date) (provided, that in the case of the purchase of a number of Partnership Points that is less than the number of Partnership Points set forth in a Limited Partner's Put Notice, such Limited Partner may allocate the Partnership Points to be purchased among the Initial Put Partnership Points and Option Put Partnership Points set forth in its Put Notice).
(f) The purchase price for a Put (the "Put Price") shall be an amount equal to (i) six (6) times fifty percent (50%) of the Partnership's Free Cash Flow for the twenty-four (24) months ending on the last day of the calendar year prior to the date of the closing of such Put (determined by reference to the most recent financial statements supplied to AMG pursuant to Section 9.3) multiplied by (ii) a fraction, the numerator of which is the number of Partnership Points to be purchased from such Limited Partner on the Purchase Date and the denominator of which is the number of Partnership Points outstanding on the Purchase Date (including as outstanding Partnership Points, all the Partnership Points in the Executive Retention Reserve and the Incentive Reserve) before giving effect to any Puts or any issuances or redemptions of Partnership Points on such date.
Appears in 1 contract
Samples: Limited Partnership Agreement (Affiliated Managers Group Inc)
MANDATORY PUTS. (a) Each Limited Partner may, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the Partnership Interests held by such Limited Partner in the Partnership (a "Put").
(b) Each Limited Partner other than Lovexx, Xxc. may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase up to twelve and one-half percent (12.5%) of the Initial Partnership Points held by such Limited Partner, on the last business day in March (each, a "Purchase Date") on any five (5) separate occasions (but only up to an aggregate of fifty percent (50%) of such Limited Partner's Initial Partnership Points) starting with the last business day in March, 2001 and ending with the last business day in March, 2011. Notwithstanding any other provisions set forth herein, each Limited Partner may only exercise its rights under this Section 7.1(b) if the Limited Partner simultaneously causes AMG to purchase an equal number of U.K. U.S. Partnership Points in the U.K. U.S. Partnership pursuant to the provisions of Section 7.1(b) of the U.K. U.S. Partnership Agreement.
(c) Lovexx, Xxc. may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase up to twenty percent (20%) of the Initial Partnership Points held by Lovexx, Xxc., on each Purchase Date starting with the first Purchase Date in March, 2001. Notwithstanding any other provision set forth herein, Lovexx, Xxc. may 37 41 only exercise its rights under this Section 7.1(c) if Lovexx, Xxc. simultaneously causes AMG to purchase an equal number of U.K. U.S. Partnership Points in the U.K. U.S. Partnership pursuant to the provisions of Section 7.1(c) of the U.K. U.S. Partnership Agreement.
(d) Each Limited Partner may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase a number of Partnership Points as is equal to up to twelve and one-half percent (12.5%) of the positive difference, if any, between (i) the Partnership Points issued to such Limited Partner pursuant to the Incentive Program or upon the exercise of any options issued pursuant thereto (each such issuance or issuance upon the exercise of an option, an "Option Exercise") and (ii) any Partnership Points purchased from such Limited Partner pursuant to a GP Call under Section 7.3 hereof on any five (5) separate Purchase Dates (but only up to an aggregate of a number of Partnership Points as is equal to fifty percent (50%) of the positive difference, if any, between (x) the Partnership Points issued in such Option Exercise and (y) any Partnership Points purchased from such Limited Partner pursuant to a GP Call under Section 7.3 hereof) starting on the first Purchase Date which is at least five (5) years following the date of such Option Exercise and ending on the first Purchase Date which is at least fifteen (15) years following the date of such Option Exercise. Notwithstanding any other provisions set forth herein, each Limited Partner may only exercise its rights under this Section 7.1(d) if the Limited Partner simultaneously causes AMG to purchase an equal number of Partnership Points in the Partnership pursuant to the 32 37 provisions of this Section 7.1(d) and U.K. U.S. Partnership Points in the U.K. U.S. Partnership pursuant to the provisions of Section 7.1(d) of the U.K.U.S. Partnership Agreement.
(e) If a Limited Partner desires to exercise its rights under Section 7.1(b), 7.1(c) or 7.1(d) above, it and its Employee Stockholder shall give AMG, each other Employee Stockholder, the General Partner and the Partnership irrevocable written notice (a "Put Notice") on or prior to the preceding November 30 (the "Notice Deadline") stating that it is electing to exercise such rights and the number of Partnership Points (the "Put Partnership Points") to be sold in the Put and whether or to what extent such Put is a Put of Initial Partnership Points (including, without limitation, a Put by Lovexx, Xxc. pursuant to Section 7.1(c) above) (the "Initial Put Partnership Points") or Partnership Points issued pursuant to an Option Exercise (together, the "Option Put Partnership Points"). Puts in any given calendar year for which Put Notices are received before the Notice Deadline for that calendar year shall be done as follows: AMG shall purchase from each Limited Partner that number of Put Partnership Points as is equal to the sum of (i) the number of Initial Put Partnership Points designated as such in the Put Notice, up to the maximum number permitted by Section 7.1(b) or Section 7.1(c) above with respect to that year and the aggregate number of Initial Partnership Points that may be Put by the Limited Partner, and (ii) the number of Option Put Partnership Points designated as such in the Put Notice, up to the maximum number permitted by Section 7.1(d) above with respect to the Option Exercise and that year and the aggregate number of Partnership Points that may be Put by the Limited Partner with respect to the Option Exercise; provided, however, that in no event shall the number of Partnership Points which AMG is required to purchase on any Purchase Date pursuant to Puts under this Section 7.1 exceed Two and Four-Tenths (2.4) Partnership Points; and, provided further, that if the number of Partnership Points for which Put Notices are received before the Notice Deadline for that calendar year exceeds two and four tenths (2.4) Partnership Points, then AMG shall purchase an aggregate of Two and Four-Tenths (2.4) Partnership Points among all Limited Partners as follows: AMG shall purchase from each Limited Partner that number of Partnership Points as is equal to (A) Two and Four-Tenths (2.4) Partnership Points multiplied by (B) a fraction, the numerator of which is the number of Partnership Points set forth in such Limited Partner's Put Notice (up to the maximum number of Partnership Points permitted by Sections 7.1(b), 7.1(c) and 7.1(d) above with respect to that Purchase Date and the aggregate number of Initial Put Partnership Points and Option Put Partnership Points which may be Put by that Limited Partner on that Purchase Date) and the denominator of which is the number of Partnership Points set forth in all the Put Notices (with respect to each such Put Notice, up to the maximum number of Partnership Points permitted by Sections 7.1(b), 7.1(c) and 7.1(d) above with respect to that Purchase Date) (provided, that in the case of the purchase of a number of Partnership Points that is less than the number of Partnership Points set forth in a Limited Partner's Put Notice, such Limited Partner may allocate the Partnership Points to be purchased among the Initial Put Partnership Points and Option Put Partnership Points set forth in its Put Notice).
(f) The purchase price for a Put (the "Put Price") shall be an amount equal to (i) ******************************************************************************
Appears in 1 contract
Samples: Limited Partnership Agreement (Affiliated Managers Group Inc)
