Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities and (ii) such time as this Agreement is terminated by the affirmative vote of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units represented by such Covered Interests). Each of the Continuing Provisions and Section 4.6 shall survive such expiration of the term of this Agreement.
(b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered Interest or Registrable Security until such time as such Covered Person ceases to hold any Covered Interest or Registrable Security. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 4.7, 4.8, 4.9 and 4.11 and Article V (the “Continuing Provisions”), and such Covered Person’s name shall be removed from Appendix A to this Agreement.
(c) Each holder of a Class II Interest on the date hereof and any transferee of a Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) shall be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of the Agreement.
Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall continue until such time as no Covered Person holds any Covered Och-Ziff Operating Group A Units or Registrable Securities.
(b) Unless this Agreement is terminated pursuant to Section 3.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered Och-Ziff Operating Group A Units or Registrable Securities until such time as such Covered Person ceases to hold any Covered Och-Ziff Operating Group A Units or Registrable Securities. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 2.9, 2.10, 2.11 and 2.13 and this Article III, and such Covered Person’s name shall be removed from Appendix A to this Agreement. Any person that has ceased to be a Covered Person and that reacquires Covered Och-Ziff Operating Group A Units or Registrable Securities shall be added to Appendix A as a Covered Person; provided, that such person shall first sign an agreement in the form approved by the Company acknowledging that such person is bound by the terms and provisions of this Agreement.
(c) Any Permitted Transferee shall be added to Appendix A as a Covered Person; provided, that such Permitted Transferee shall first sign an agreement in the form approved by the Company acknowledging that such Permitted Transferee is bound by the terms and provisions of this Agreement.
Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall continue until the first to occur of (i) such time as no Covered Person holds any Covered LLC Units or Registrable Securities and (ii) such time as the Agreement is terminated by holders of two thirds of the outstanding Covered LLC Units. This Agreement may be amended only with the consent of the Company and the holders of Covered LLC Units required to terminate this Agreement.
(b) Unless this Agreement is theretofore terminated pursuant to Section 3.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered LLC Units or Registrable Securities until such time as such Covered Person ceases to hold any Covered LLC Units or Registrable Securities. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 2.6, 2.7, 2.8 and 2.10 and this Article III.
(c) Any Permitted Transferee of a Covered Person shall be entitled to become part to this agreement as a Covered Person; provided, that, such Permitted Transferee shall first sign an agreement in the form approved by the Company acknowledging that such Permitted Transferee is bound by the terms and provisions of the Agreement.
Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall continue until such time as no Registrable Securities are held by any Holder, except that Sections 2.11, 2.12, 2.13, 2.14 and Section 3.3 shall survive.
(b) Unless this Agreement is theretofore terminated pursuant to Section 3.1(a) hereof, each Holder shall be bound by the provisions of this Agreement with respect to any of its Registrable Securities until such time as such Holder ceases to hold any Registrable Securities. Thereafter, such Holder shall no longer be bound by the provisions of this Agreement.
Term of the Agreement; Termination of Certain Provisions. (a) This Agreement may be terminated in its entirety as follows:
(i) at any time by written consent of all of the parties to this Agreement; or
(ii) following the conversion of all the shares of Class B Common Stock into shares of Class A Common Stock, in accordance with the Charter, by written consent of Covered Persons holding at least two-thirds of the total number of outstanding shares of Covered Common Stock.
(b) Any Person who has Transferred all of its shares of Covered Common Stock, other than to a Permitted Transferee, died, or whose employment with the Company or any of its Subsidiaries has been terminated, shall cease to be a Covered Person and shall no longer be bound by, or have any rights pursuant to, the provisions of this Agreement, and such Person’s name shall be removed from Schedule A to this Agreement. Additionally, the shares of Class B Common Stock owned by any such Person, if any, shall automatically convert into shares of Class A Common Stock, in accordance with the Charter.
(c) Sections 3.04 and 3.06 shall survive the termination of this Agreement and shall continue to apply to each Person who ceases to be a Covered Person.
Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall continue until the first to occur of January 1, 2050 and such time as this Agreement is terminated by the affirmative vote of not less than 66 2/3% of the outstanding Covered Shares.
(b) Unless this Agreement is previously terminated pursuant to Section 7.1(a) hereof, (i) any Covered Person who ceases to be a Covered Person for any reason other than death shall no longer be bound by the provisions of this Agreement (other than Sections 5.3, 6.2, 6.3, 6.5, 7.4, 7.5, 7.6, 7.8 and 7.10 (the “Continuing Provisions”)), and such Covered Person’s name shall be removed from Appendix A to this Agreement, and (ii) any Designated Senior Officer who ceases to hold a Designated Title shall no longer be bound by the provisions of Section 2.1(b) hereof.
(c) Unless this Agreement is theretofore terminated pursuant to Section 7.1(a) hereof, the estate of any Covered Person who ceases to be a Covered Person by reason of death shall from and after the date of such death be bound only by the Continuing Provisions, and such Covered Person’s name shall be removed from Appendix A to this Agreement.
Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall continue until the first to occur of (i) such time as the Investor does not hold any Registrable Securities and (ii) such time as the Agreement is terminated by the Investor.
(b) Unless this Agreement is theretofore terminated pursuant to Section 3.1(a) hereof, the Investor shall be bound by the provisions of this Agreement with respect to any Registrable Securities until such time as the Investor ceases to hold any Registrable Securities. Thereafter, the Investor shall no longer be bound by the provisions of this Agreement other than Sections 2.6, 2.7, 2.8 and 2.10 and this Article III.
Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall continue until such time as no Holder holds any Covered Company Units or Registrable Securities. This Agreement may be amended only with the consent of the Corporation and the Holders of all Covered Company Units.
(b) Any Permitted Transferee of a Holder shall be entitled to become a party to this Agreement as a Holder; provided that such Permitted Transferee shall first sign an agreement in the form reasonably approved by the Corporation acknowledging that such Permitted Transferee is bound by the terms and provisions of the Agreement. Except as set forth in this Section 3.1(b), a Holder may not assign or transfer any of its rights or obligations under this Agreement.
Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall continue until the first to occur of (i) the eighth anniversary of the closing of the IPO, and (ii) such time as the Agreement is terminated by both Black Canyon and holders of two-thirds of the outstanding Covered LLC Units. This Agreement may be amended only with the consent of the Company and the holders of Covered LLC Units required to terminate this Agreement.
(b) Unless this Agreement is theretofore terminated pursuant to Section 3.1(a) hereof, a Black Canyon Entity shall be bound by the provisions of this Agreement with respect to any Covered LLC Units or Registrable Securities until such time as such Black Canyon Entity ceases to hold any Covered LLC Units or Registrable Securities. Thereafter, such Black Canyon Entity shall no longer be bound by the provisions of this Agreement other than Sections 2.8, 2.9, 2.10 and 2.12 and this Article III.
(c) Any Permitted Transferee of a Black Canyon Entity shall be entitled to become a party to this Agreement as a Black Canyon Entity; provided, that, such Permitted Transferee shall first sign an agreement in the form approved by the Company acknowledging that such Permitted Transferee is bound by the terms and provisions of the Agreement.
Term of the Agreement; Termination of Certain Provisions. The term of this Agreement shall continue until the first to occur of (i) such time as no Covered Person holds any Covered LLC Units or Registrable Securities and (ii) such time as the Agreement is terminated by the Company and Medley Group. This Agreement may be amended only with the consent of the Company and Medley Group; provided that no amendment may materially and adversely affect the rights of a Covered Person, as such, other than on a pro rata basis with other Covered Persons without the consent of such Covered Person (or, if there is more than one such Covered Person that is so affected, without the consent of a majority of such affected Covered Persons in accordance with their holdings of Covered LLC Units and Registrable Securities).
