Right to Acquire Units. Notwithstanding any other provision in this Unit Designation, Article XIII “Right to Acquire Units” of the Operating Agreement shall apply to the Series A Preferred Units.
Right to Acquire Units. (a) Notwithstanding any provision of this Agreement, if at any time less than 15% of the aggregate number of Listed Shares then Outstanding (as defined in the LLC Agreement) plus the aggregate number of Common Units then Outstanding are held by Persons other than the General Partner, the Purchaser and their respective Affiliates, the General Partner shall have the right (which right it may assign and transfer to the Partnership or any Affiliate of the General Partner), exercisable in its sole discretion, to purchase all, but not less than all, of the Common Units then Outstanding held by Persons other than the General Partner and its Affiliates, at the Optional Purchase Price, but only if the Purchaser elects to purchase all, but not less than all, of the outstanding Listed Shares that are not held by the Purchaser and its Affiliates pursuant to Article 4 of the Purchase Provisions. As used in this Agreement, “Optional Purchase Price” means a price that is equal to the greatest of (i) the Current Market Price for the Common Units as of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, (ii) the highest price paid by the General Partner or any of its Affiliates for a Common Unit purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, (iii) the Current Market Price for the Listed Shares as of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, and (iv) the highest price paid by the General Partner or any of its Affiliates for a Listed Share purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid in securities, the value of such securities shall be the Closing Price for such securities on the day the purchase of the Listed Shares or Common Units is effected. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid other than in cash or securities, the value of such other consideration (and therefore the pr...
Right to Acquire Units. (a) Notwithstanding any other provision of this Agreement, if at any time not more than 20% of the total Units of any class then Outstanding are held by Persons other than the General Partner and its Affiliates, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of the Units of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Unit purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) 'Current Market Price' as of any date of any class of Units listed or admitted to on any National Securities Exchange means the average of the daily closing Prices (as hereinafter defined) per Unit of such class for the 20 consecutive Trading Days (as hereinafter defined) immediately prior to such date; (ii) 'Closing Price' for any day means the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted for trading on the principal National Securities Exchange (other than the Nasdaq Stock Market) on which the Units of such class are listed or admitted to trading or, if the Units of such class are not listed or admitted to trading on any National Securities Exchange (other than the Nasdaq Stock Market), the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the Nasdaq Stock Market or such other system then in use, or, if on any such day the Units of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Units of such class selected by the Board of Supervisors, or if on any such day no market maker is making a market in the Units of such class, the fair value of suc...
Right to Acquire Units. (a) Notwithstanding any other provision of this Agreement, if at any time not more than 20% of the total Units of any class then Outstanding are held by Persons other than the General Partner and its Affiliates, the General Partner shall, upon the approval of the holders of at least a majority of the Outstanding Senior Units, have the right, which right it may assign and transfer to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of the Units of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 17.1(b) is mailed, and (y) the highest cash price paid by the General Partner or any of its Affiliates for any such Unit purchased during the 90-day period preceding the date that the notice described in Section 17.1(b) is mailed.
(b) If the General Partner, any Affiliate of the General Partner or the Partnership elects to exercise the right to purchase Units granted pursuant to Section 17.1(a), the General Partner shall deliver to the Transfer Agent notice of such election to purchase (the "Notice of Election to Purchase") and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Units (as of a Record Date selected by the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published for a period of at least three consecutive days in at least two daily newspapers of general circulation printed in the English language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 17.1(a)) at which Units will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Units, upon surrender of Certificates representing such Units in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which the Units are listed or admitted to trading. Any such Notice of Election to Purchase mailed to a Record Holder of Units at his address as reflected in the records of the Transfer Agent shall be conclusively p...
Right to Acquire Units. Notwithstanding any other provision of this Agreement, if at any time less than 10% of the total Units of any series or class then Outstanding are held by Persons other than the Principals and Persons Controlled by the Principals, the Company shall then have the right, which right it may assign and transfer in whole or in part to any Affiliate, exercisable in its sole discretion, to purchase all, but not less than all, of such Units of such series or class then Outstanding held by Persons other than the Principals and Persons Controlled by the Principals, at the greater of (a) the Current Market Price as of the date three days prior to the date that the notice described in Section 13.2 is mailed and (b) the highest price paid by the Company or any of its Affiliates for any Unit of such series or class purchased during the 90-day period preceding the date that the notice described in Section 13.2 is mailed.
Right to Acquire Units. Notwithstanding any other provision of this Agreement, if at any time less than 10% of the total Preferred Units of any series then Outstanding are held by Persons other than the Principals and Persons Controlled by the Principals, the Company shall then have the right, which right it may assign and transfer in whole or in part to any Affiliate, exercisable in its sole discretion, to purchase all, but not less than all, of such Preferred Units of such series then Outstanding held by Persons other than the Principals and Persons Controlled by the Principals, at the greater of (a) the Current Market Price as of the date three days prior to the date that the notice described in Section 13.2 is mailed and (b) the highest price paid by the Company or any of its Affiliates for any Unit of such series or class purchased during the 90-day period preceding the date that the notice described in Section 13.2 is mailed. The Company shall cause the Oaktree Operating Group Members to satisfy, or to distribute cash to the Company in amounts sufficient to enable the Company to satisfy, any obligations of the Company in connection with purchases contemplated by this Section 13.1.
Right to Acquire Units. Section 13.1 Right to Acquire Xxxxx 00 Xxxxxxx 00.0 Notice of Election to Purchase 54 Section 14.1 Addresses and Notices 54 Section 14.2 Further Action 55 Section 14.3 Binding Effect 55 Section 14.4 Integration 55 Section 14.5 Creditors 55 Section 14.6 Waiver 56 Section 14.7 Counterparts 56 Section 14.8 Applicable Law 56 Section 14.9 Invalidity of Provisions 56 Section 14.10 Consent of Members 56 Section 14.11 Facsimile Signatures 56 Section 14.12 Effectiveness of Amendment 56 EXHIBIT A – FORM OF CLASS A UNIT CERTIFICATE EXHIBIT B – FORM OF CLASS B UNIT CERTIFICATE This THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF OAKTREE CAPITAL GROUP, LLC, is dated as of , 2011. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
Right to Acquire Units. 74 17.1 Right to Acquire Common Units and Listed Shares..............................................74
Right to Acquire Units. Notwithstanding any provision of this Agreement if at any time less than 15% of the total Units of any class then issued and Outstanding are held by Persons other than the General Partner and its Affiliates, the General Partner shall then have the right (which right it may assign and transfer to the Partnership or any Affiliate of the General Partner) exercisable in its sole discretion, to purchase all, but not less than all, of the Units of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the higher of (a) the highest cash price paid by the General Partner or any of its Affiliates for any Unit of such class purchased during the 90-day period preceding the date that the notice described in Section 17.3(b) is mailed or (b) the Current Market Price as of the date five days prior to the date the General Partner (or any of its assignees) mails the Notice of Election to Purchase with respect to its election to purchase such Units. As used in this Agreement, (i) "
Right to Acquire Units. Section 13.1 Right to Acquire Xxxxx 00 Xxxxxxx 00.0 Notice of Election to Purchase 63 Section 14.1 Addresses and Notices 64 Section 14.2 Further Action 65 Section 14.3 Binding Effect 65 Section 14.4 Integration 65 Section 14.5 Creditors 66 Section 14.6 Waiver 66 Section 14.7 Counterparts 66 Section 14.8 Applicable Law 66 Section 14.9 Invalidity of Provisions 66 Section 14.0 Consent of Members 66 Section 14.11 Facsimile Signatures 66 Section 14.12 Effectiveness of Amendment 66
