Puts and Calls of Vested Points Sample Clauses

Puts and Calls of Vested Points. (a) A Limited Partner may, at such Limited Partner’s option, subject to the terms and conditions set forth in this Section 6.4, cause the General Partner to purchase (and in such event the General Partner shall purchase) (a “Put”) all or any portion of such Limited Partner’s Vested Points annually, beginning with calendar year 2014, on the last business day of the first calendar quarter of each calendar year (a “Purchase Date”); provided, that such Put right shall not apply to any Vested Points which have not been Vested Points for more than six (6) months prior to the last day of the most recently completed calendar quarter prior to such Purchase Date. (b) Notwithstanding anything to the contrary in this Section 6.4, a Limited Partner may exercise its Put right hereunder with respect to all or any portion of such Limited Partner’s Vested Points in connection with (x) a Change of Control of AMG, or (y) the death or permanent disability of such Limited Partner, and, in each case, the Purchase Date for such Put shall be the later of: (i) the last business day of the second (2nd) full month following the delivery by such Limited Partner of a Purchase Notice (as defined below), or (ii) the last business day of the first (1st) month following the delivery by such Limited Partner of a Purchase Notice which would allow the Fair Value of such Vested Points to be determined in connection with such Put as of a date which is more than six (6) months prior to the date on which such Partnership Points became Vested Points; provided, however, that if such Purchase Date would otherwise fall on or prior to the last business day of the month following the month in which occurred the second (2nd) anniversary of the Effective Date, then the applicable Limited Partner may elect to delay the Purchase Date until such last business day. In addition to the foregoing, a Limited Partner may exercise its Put right hereunder with respect to all or any portion of such Limited Partner’s Vested Points at any time upon the receipt by any of the Partnership, the General Partner or any Limited Partner of written notice from the IRS that the Partnership Points do not constitute Profits Interests for federal income tax purposes, and in such event the Purchase Date for such Put shall be the later of: (x) the last business day of the second (2nd) full month following the delivery by such Limited Partner of a Purchase Notice, or (y) the last business day of the first (1st) month following the d...
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