Examples of Holdings Limited Partner in a sentence
The undersigned Blackstone Holdings Limited Partner desires to exchange the number of Blackstone Holdings Partnership Units set forth below in the form of exchange selected below to be issued in its name as set forth below.
If, at any time, any shares of capital stock of the General Partner are redeemed by the General Partner for cash, the Partnership shall, immediately prior to such redemption, redeem an equal number of equivalent Partnership Units (taking into account any relevant Conversion Factor) held by the Holdings Limited Partner upon the same terms and for the same price per Partnership Unit as such Capital Shares are redeemed.
In the event of a reclassification or other similar transaction as a result of which the Common Units are converted into another security, then a Blackstone Holdings Limited Partner shall be entitled to receive upon exchange the amount of such security that such Blackstone Holdings Limited Partner would have received if such exchange had occurred immediately prior to the effective date of such reclassification or other similar transaction.
Any Blackstone Holdings Limited Partner holding any Common Units on the last day of such period shall cause all such Common Units to be transferred immediately to a partnership, trust or other entity (other than an entity disregarded as an entity separate from its parent for United States federal income tax purposes).
In each case, the provisions of Sections 8.03 and 8.04 of the Blackstone Holdings Partnership Agreements shall apply in the aggregate to Blackstone Holdings Partnership Units and Common Units received in exchange for Blackstone Holdings Partnership Units held by each Blackstone Holdings Limited Partner or Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer.
As required by the Code and the Treasury Regulations, the parties shall report any B Exchange consummated hereunder as a taxable sale of Blackstone Holdings Partnership Units by a Blackstone Holdings Limited Partner to Blackstone Holdings I/II General Partner, Blackstone Holdings III General Partner or Blackstone Holdings IV General Partner, as the case may be, and no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.
To the extent the Carlyle Holdings Partnerships issue Carlyle Holdings Partnership Units in the future, the Carlyle Holdings Partnerships shall be entitled, in their sole discretion, to make any holder of such Carlyle Holdings Partnership Units a Carlyle Holdings Limited Partner hereunder through such holder’s execution and delivery of a joinder to this Agreement, substantially in the form of Exhibit B hereto.
By signing and returning this Joinder Agreement to the Issuer and the Carlyle Holdings Partnerships, the undersigned accepts and agrees to be bound by and subject to all of the terms and conditions of and agreements of a Carlyle Holdings Limited Partner contained in the Agreement, with all attendant rights, duties and obligations of a Carlyle Holdings Limited Partner thereunder.
To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by such Corporate Holdco, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Holdings Limited Partner.
Name of Blackstone Holdings Limited Partner: Number of Blackstone Holdings Partnership Units to be exchanged on the [____] exchange date: _________________ units (or such lesser number as the Issuer may determine in its sole discretion, which determination shall be final and binding and shall be conclusively determined by the exchange of such lesser number of Blackstone Holdings Partnership Units).