Revocability; Expenses; Notice of Unavailability of Registration Statement. (a) An Och-Ziff Limited Partner may revoke an Exchange Notice with respect to any or all of the Och-Ziff Operating Group Units set forth in such Och-Ziff Limited Partner's Exchange Notice by delivery of a written notice to the Och-Ziff Operating Group Partnerships at any time prior to Closing for any reason, including as a result of a Delay Event. (b) If at any time after delivery of an Exchange Notice with respect to a proposed Exchange and prior to the Closing of such Exchange, the Issuer determines that (i) the Exchange Date will be delayed, suspended or terminated in accordance with Section 2.5(a), (b) or (c), and/or (ii) the Class A Shares which may be issued in connection with an Exchange relating to a Registered Sale will not be eligible to be sold pursuant to an effective registration statement on the anticipated Closing Date or within two Business Days of the anticipated Closing Date for any reason (collectively, a "Delay Event"), the Issuer shall promptly notify each Och-Ziff Limited Partner that has delivered an Exchange Notice in connection with such proposed Exchange of such Delay Event (an "Issuer Delay Notice"). The Issuer Delay Notice shall describe, in reasonable detail, the events giving rise to the Delay Event, the anticipated duration of such Delay Event and, if reasonably determinable in light of the facts and circumstances surrounding such Delay Event, a revised proposed Exchange Date and Closing Date. In the event the Issuer Delay Notice does not include a revised proposed Exchange Date and Closing Date, the Issuer shall promptly notify each recipient of the revised proposed Exchange Date and Closing Date when such dates become reasonably determinable. Notwithstanding the foregoing, an Issuer Delay Notice to be sent to the Ziffs may (but need not) omit certain information described above that the Issuer determines, in its sole and absolute discretion, constitutes material non-public information and no event that otherwise would constitute a Delay Event under clause (ii) of the definition of Delay Event shall constitute a Delay Event with respect to a Special Quarterly Ziff Exchange. (c) Each party hereto shall bear his own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated.
Appears in 1 contract
Samples: Exchange Agreement (Och Daniel)
Revocability; Expenses; Notice of Unavailability of Registration Statement. (a) An Och-Ziff Limited Partner may revoke an Exchange Notice with respect to any or all of the Och-Ziff Operating Group Units set forth in such Och-Ziff Limited Partner's ’s Exchange Notice by delivery of a written notice to the Och-Ziff Operating Group Partnerships at any time prior to Closing for any reason, including as a result of a Delay Event.
(b) If at any time after delivery of an Exchange Notice with respect to a proposed Exchange and prior to the Closing of such Exchange, the Issuer determines that (i) the Exchange Date will be delayed, suspended or terminated in accordance with Section 2.5(a), (b) or (c), and/or (ii) the Class A Shares which may be issued in connection with an Exchange relating to a Registered Sale will not be eligible to be sold pursuant to an effective registration statement on the anticipated Closing Date or within two Business Days of the anticipated Closing Date for any reason (collectively, a "“Delay Event"”), the Issuer shall promptly notify each Och-Ziff Limited Partner that has delivered an Exchange Notice in connection with such proposed Exchange of such Delay Event (an "“Issuer Delay Notice"”). The Issuer Delay Notice shall describe, in reasonable detail, the events giving rise to the Delay Event, the anticipated duration of such Delay Event and, if reasonably determinable in light of the facts and circumstances surrounding such Delay Event, a revised proposed Exchange Date and Closing Date. In the event the Issuer Delay Notice does not include a revised proposed Exchange Date and Closing Date, the Issuer shall promptly notify each recipient of the revised proposed Exchange Date and Closing Date when such dates become reasonably determinable. Notwithstanding the foregoing, an Issuer Delay Notice to be sent to the Ziffs may (but need not) omit certain information described above that the Issuer determines, in its sole and absolute discretion, constitutes material non-public information and no event that otherwise would constitute a Delay Event under clause (ii) of the definition of Delay Event shall constitute a Delay Event with respect to a Special Quarterly Ziff Exchange.
(c) Each party hereto shall bear his own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated.
Appears in 1 contract
Samples: Exchange Agreement (Och-Ziff Capital Management Group LLC)
Revocability; Expenses; Notice of Unavailability of Registration Statement. (a) An Och-Ziff Limited Partner may revoke an Exchange Exercise Notice with respect to any or all of the Och-Ziff Operating Group Units set forth in such Och-Ziff Limited Partner's ’s Exchange Exercise Notice by delivery of a written notice to the Och-Ziff Operating Group Partnerships at any time prior to Closing for any reason, including as a result of a Delay Event, unless any such revocation would be inconsistent with the applicable Exchange Procedures.
(b) If at any time after delivery of an Exchange Exercise Notice with respect to a proposed Exchange and prior to the Closing of such Exchange, the Issuer determines that (i) the Exchange Date will be delayed, suspended or terminated in accordance with Section 2.5(a), (b) or (c), and/or (ii) the Class A Shares which may be issued in connection with an Exchange relating to a Registered Sale will not be eligible to be sold pursuant to an effective registration statement on the anticipated Closing Date or within two Business Days of the anticipated Closing Date for any reason (collectively, a "“Delay Event"”), the Issuer shall promptly notify each Och-Ziff Limited Partner that has delivered an Exchange Exercise Notice in connection with such proposed Exchange of such Delay Event (an "“Issuer Delay Notice"”). The Issuer Delay Notice shall describe, in reasonable detail, the events giving rise to the Delay Event, the anticipated duration of such Delay Event and, if reasonably determinable in light of the facts and circumstances surrounding such Delay Event, a revised proposed Exchange Date and Closing Date. In the event the Issuer Delay Notice does not include a revised proposed Exchange Date and Closing Date, the Issuer shall promptly notify each recipient of the revised proposed Exchange Date and Closing Date when such dates become reasonably determinable. Notwithstanding the foregoing, an Issuer Delay Notice to be sent to the Ziffs may (but need not) omit certain information described above that the Issuer determines, in its sole and absolute discretion, constitutes material non-public information and no event that otherwise would constitute a Delay Event under clause (ii) of the definition of Delay Event shall constitute a Delay Event with respect to a Special Quarterly Ziff Exchange.
(c) Each party hereto shall bear his own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated.and
Appears in 1 contract
Samples: Exchange Agreement (Och-Ziff Capital Management Group LLC)
Revocability; Expenses; Notice of Unavailability of Registration Statement. (a) An Och-Ziff Limited Partner may revoke an Exchange Notice with respect to any or all of the Och-Ziff Operating Group Units set forth in such Och-Ziff Limited Partner's ’s Exchange Notice by delivery of a written notice to the Och-Ziff Operating Group Partnerships at any time prior to Closing for any reason, including as a result of a Delay Event.
(b) If at any time after delivery of an Exchange Notice with respect to a proposed Exchange and prior to the Closing of such Exchange, the Issuer determines that (i) the Exchange Date will be delayed, suspended or terminated in accordance with Section 2.5(a), (b) or (c), and/or (ii) the Class A Shares which may be issued in connection with an Exchange relating to a Registered Sale will not be eligible to be sold pursuant to an effective registration statement on the anticipated Closing Date or within two Business Days of the anticipated Closing Date for any reason (collectively, a "“Delay Event"”), the Issuer shall promptly notify each Och-Ziff Limited Partner that has delivered an Exchange Notice in connection with such proposed Exchange of such Delay Event (an "“Issuer Delay Notice"”). The Issuer Delay Notice shall describe, in reasonable detail, the events giving rise to the Delay Event, the anticipated duration of such Delay Event and, if reasonably determinable in light of the facts and circumstances surrounding such Delay Event, a revised proposed Exchange Date and Closing Date. In the event the Issuer Delay Notice does not include a revised proposed Exchange Date and Closing Date, the Issuer shall promptly notify each recipient of the revised proposed Exchange Date and Closing Date when such dates become reasonably determinable. Notwithstanding the foregoing, an Issuer Delay Notice to be sent to the Ziffs may (but need not) omit certain information described above that the Issuer determines, in its sole and absolute discretion, constitutes material non-public information and no event that otherwise would constitute a Delay Event under clause (ii) of the definition of Delay Event shall constitute a Delay Event with respect to a Special Quarterly Ziff Exchange.
(c) Each party hereto shall bear his own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated.
Appears in 1 contract
Samples: Exchange Agreement (Och-Ziff Capital Management Group LLC)
Revocability; Expenses; Notice of Unavailability of Registration Statement. (a) An Och-Ziff Limited Partner may revoke an Exchange Exercise Notice with respect to any or all of the Och-Ziff Operating Group Units set forth in such Och-Ziff Limited Partner's ’s Exchange Exercise Notice by delivery of a written notice to the Och-Ziff Operating Group Partnerships (i) no later than ten (10) days after providing such Exchange Exercise Notice or (ii) at any time prior to Closing for any reason, including as a result of a Delay Event, except no revocation shall be permitted if such revocation would be inconsistent with the applicable Exchange Procedures.
(b) If at any time after delivery of an Exchange Exercise Notice with respect to a proposed Exchange and prior to the Closing of such Exchange, the Issuer determines that (i) the Exchange Date will be delayed, suspended or terminated in accordance with Section 2.5(a), (b) or (c)) or, solely in the case of Issuer Restricted Persons, during any Blackout Period, and/or (ii) the Class A Shares which may be issued in connection with an Exchange relating to a Registered Sale will not be eligible to be sold pursuant to an effective registration statement on the anticipated Closing Date or within two Business Days of the anticipated Closing Date for any reason (collectively, a "“Delay Event"”), the Issuer shall promptly notify each Och-Ziff Limited Partner that has delivered an Exchange Exercise Notice in connection with such proposed Exchange of such Delay Event (an "“Issuer Delay Notice"”). The Issuer Delay Notice shall describe, in reasonable detail, the events giving rise to the Delay Event, the anticipated duration of such Delay Event and, if reasonably determinable in light of the facts and circumstances surrounding such Delay Event, a revised proposed Exchange Date and Closing Date, which shall be as promptly as practicable after the relevant circumstances giving rise to such Delay Event have terminated. In the event the Issuer Delay Notice does not include a revised proposed Exchange Date and Closing Date, the Issuer shall promptly notify each recipient of the revised proposed Exchange Date and Closing Date when such dates become reasonably determinable. Notwithstanding the foregoing, an Issuer Delay Notice to be sent to the Ziffs may (but need not) omit certain information described above that the Issuer determines, in its sole and absolute discretion, constitutes material non-public information and no event that otherwise would constitute a Delay Event under clause (ii) of the definition of Delay Event shall constitute a Delay Event with respect to a Special Quarterly Ziff Exchange.
(c) Each party hereto shall bear his own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated.
Appears in 1 contract
Samples: Exchange Agreement (Och-Ziff Capital Management Group LLC)