Common use of New Partnership Issuances Clause in Contracts

New Partnership Issuances. Except pursuant to the Exchange Agreement: (i) the Partnership may not issue any additional GP Units or other Partnership Units to PubCo or any of its Subsidiaries (including the General Partner, but other than the Partnership and its Subsidiaries) unless substantially simultaneously therewith (A) Blue Owl Holdings issues an equal number of Holdings GP Units or Holdings Units (as applicable) to PubCo or such Subsidiary and (B) PubCo or such Subsidiary issues or transfers an equal number of newly-issued Class A Shares or Class B Shares of PubCo (or relevant Equity Security of such Subsidiary) to another Person or Persons and PubCo or such Subsidiary contributes such proceeds to the Partnership and Blue Owl Holdings (in accordance with their respective Allocation Percentages); (ii) the Partnership may not issue any other Equity Securities of the Partnership to PubCo or any of its Subsidiaries (including the General Partner, but other than the Partnership and its Subsidiaries) unless substantially simultaneously therewith (A) Blue Owl Holdings issues an equal number of Equity Securities (with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership) to PubCo or such Subsidiary and (B) PubCo or such Subsidiary issues or transfers, to another Person, an equal number of newly-issued shares of Equity Securities of PubCo or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership and PubCo or such Subsidiary contributes such proceeds to the Partnership and Blue Owl Holdings (in accordance with their respective Allocation Percentages); and (iii) the Partnership may not issue any Equity Securities of the Partnership to any Person other than PubCo or any of its Subsidiaries unless substantially simultaneously therewith Blue Owl Holdings issues an equal number of Equity Securities (with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership) to such Person.

New Partnership Issuances. Except pursuant to the Exchange Agreement: (i) the Partnership may not issue any additional GP Units or other Partnership Units to PubCo or any of its Subsidiaries (including the General Partner, but other than the Partnership and its Subsidiaries) unless substantially simultaneously therewith (A) Blue Owl Holdings Carry issues an equal number of Holdings Carry GP Units or Holdings Carry Units (as applicable) to PubCo or such Subsidiary and (B) PubCo or such Subsidiary issues or transfers an equal number of newly-issued Class A Shares or Class B Shares of PubCo (or relevant Equity Security of such Subsidiary) to another Person or Persons and PubCo or such Subsidiary contributes such proceeds to the Partnership and Blue Owl Holdings Carry (in accordance with their respective Allocation Percentages); (ii) the Partnership may not issue any other Equity Securities of the Partnership to PubCo or any of its Subsidiaries (including the General Partner, but other than the Partnership and its Subsidiaries) unless substantially simultaneously therewith (A) Blue Owl Holdings Carry issues an equal number of Equity Securities (with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership) to PubCo or such Subsidiary and (B) PubCo or such Subsidiary issues or transfers, to another Person, an equal number of newly-issued shares of Equity Securities of PubCo or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership and PubCo or such Subsidiary contributes such proceeds to the Partnership and Blue Owl Holdings Carry (in accordance with their respective Allocation Percentages); and (iii) the Partnership may not issue any Equity Securities of the Partnership to any Person other than PubCo or any of its Subsidiaries unless substantially simultaneously therewith Blue Owl Holdings Carry issues an equal number of Equity Securities (with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership) to such Person.

New Partnership Issuances. Except pursuant to the Exchange Agreement: (i) the Partnership may not issue any additional GP Units or other Partnership Units to PubCo or any of its Subsidiaries (including the General Partner, Partner but other than the Partnership and its Subsidiaries) unless substantially simultaneously therewith (A) Blue Owl Holdings Carry issues an equal number of Holdings Carry GP Units or Holdings Carry Units (as applicable) to PubCo or such Subsidiary and (B) PubCo or such Subsidiary issues or transfers an equal number of newly-issued Class A Shares or Class B Shares of PubCo (or relevant Equity Security of such Subsidiary) to another Person or Persons and PubCo or such Subsidiary contributes such proceeds to the Partnership and Blue Owl Holdings Carry (in accordance with their respective Allocation Percentages); (ii) the Partnership may not issue any other Equity Securities of the Partnership to PubCo or any of its Subsidiaries (including the General Partner, Partner but other than the Partnership and its Subsidiaries) unless substantially simultaneously therewith (A) Blue Owl Holdings Carry issues an equal number of Equity Securities (with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership) to PubCo or such Subsidiary and (B) PubCo or such Subsidiary issues or transfers, to another Person, an equal number of newly-issued shares of Equity Securities of PubCo or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership and PubCo or such Subsidiary contributes such proceeds to the Partnership and Blue Owl Holdings Carry (in accordance with their respective Allocation Percentages); and (iii) the Partnership may not issue any Equity Securities of the Partnership to any Person other than PubCo or any of its Subsidiaries unless substantially simultaneously therewith Blue Owl Holdings Carry issues an equal number of Equity Securities (with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership) to such Person.

New Partnership Issuances. Except pursuant to the Exchange Agreement: (i) the Partnership may not issue any additional GP Units or other Partnership Units to PubCo or any of its Subsidiaries (including the General Partner, Partner but other than the Partnership and its Subsidiaries) unless substantially simultaneously therewith (A) Blue Owl Holdings issues an equal number of Holdings GP Units or Holdings Units (as applicable) to PubCo or such Subsidiary and (B) PubCo or such Subsidiary issues or transfers an equal number of newly-issued Class A Shares or Class B Shares of PubCo (or relevant Equity Security of such Subsidiary) to another Person or Persons and PubCo or such Subsidiary contributes such proceeds to the Partnership and Blue Owl Holdings (in accordance with their respective Allocation Percentages); (ii) the Partnership may not issue any other Equity Securities of the Partnership to PubCo or any of its Subsidiaries (including the General Partner, Partner but other than the Partnership and its Subsidiaries) unless substantially simultaneously therewith (A) Blue Owl Holdings issues an equal number of Equity Securities (with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership) to PubCo or such Subsidiary and (B) PubCo or such Subsidiary issues or transfers, to another Person, an equal number of newly-issued shares of Equity Securities of PubCo or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership and PubCo or such Subsidiary contributes such proceeds to the Partnership and Blue Owl Holdings (in accordance with their respective Allocation Percentages); and (iii) the Partnership may not issue any Equity Securities of the Partnership to any Person other than PubCo or any of its Subsidiaries unless substantially simultaneously therewith Blue Owl Holdings issues an equal number of Equity Securities (with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership) to such Person.