Mandatory Exchanges. The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.
Mandatory Exchanges. The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner or other Person, cause to be Transferred in an Exchange Transaction any and all Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Limited Partners alike, whether or not such Limited Partners are similarly situated, and the exercise of any power or discretion by the General Partner or the Partnership in the case of any Limited Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Limited Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Limited Partner separately.
Mandatory Exchanges. This Policy shall not apply to any Exchange of Exchangeable Units pursuant to a Mandatory Exchange, as described in, and pursuant to, the Agreement.
Mandatory Exchanges. The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner or other Person, cause to be Transferred in an Exchange Transaction any and all Units, except for Units held by (x) CalPERS, (y) any Mubadala Holder, or (z) any Person that is a Service Provider at the time in question and/or in which a Person that is a Service Provider at the time in question has an indirect interest as set forth in the books and records of the Partnership. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners (except for CalPERS and the Mubadala Holders) to Transfer in an Exchange Transaction all Units held by them.
Mandatory Exchanges. With respect to each Exchangeable Interest, a LAZ-MD Exchange and/or a Lazard Group Exchange shall occur with respect to all or a portion of such Exchangeable Interest, without any action required on the part of the Exchangeable MD Member holding such Exchangeable Interest (a “Mandatory Exchange”), as follows:
(i) A Mandatory Exchange with respect to all Exchangeable Interests shall occur in the event of a Change in Control unless otherwise determined by the Incumbent Lazard Ltd Board;
(ii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled to cause the Mandatory Exchange (including any Mandatory Lazard Group Exchange) with respect to all or any portion of the Exchangeable Interests, in such party’s or parties’ discretion (as applicable), beginning on the date that is the ninth anniversary of the IPO Date and ending thirty days thereafter (and during an equivalent 30 day period starting on each subsequent anniversary of the IPO Date); and
(iii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled after the first anniversary of the date hereof to cause a Mandatory Exchange involving only a LAZ-MD Exchange (a “Partial LAZ-MD Mandatory Exchange”) with respect to all or any portion of the LAZ-MD Class II Interests in such party’s or parties’ discretion (as applicable) at any time in the event that such person determines, in good faith, that such Partial LAZ-MD Mandatory Exchange is necessary or advisable in light of actual or potential tax, legal or regulatory concerns. The Exchangeable MD Member(s) to which any such Mandatory Exchange under this Section 8.3 shall apply, the “Mandatory Exchange Members,” and together with the Electing Members, the “Exchanging Members.” In the event of a transaction that would otherwise be a Change in Control but for the requirement in the definition thereof that a Change in Control be consummated after the first anniversary of the date hereof, a Mandatory Exchange with respect to all Exchangeable Interests shall occur on the first business day following the first anniversary of the date hereof unless otherwise determined by the Incumbent Lazard Ltd Board.
Mandatory Exchanges. The General Partner may, with the consent of Partners whose Total Percentage Interests exceed 75% of the Total Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.
Mandatory Exchanges. The General Partner may not cause to be Transferred in an Exchange Transaction any Limited Partner Units without the written consent of the holder of such Units.
Mandatory Exchanges. The Managing Member may in its sole discretion at any time and from time to time, without the consent of any Member or other Person, cause to be Transferred in an Exchange Transaction any and all Units, except for Units held by any Stockholder Party. Any such determinations by the Managing Member need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated.
Mandatory Exchanges. The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner or other Person, cause to be Transferred in an Exchange Transaction any and all Units, except for Units held by any Person that is a Service Provider at the time in question and/or in which a Person that is a Service Provider at the time in question has an indirect interest as set forth in the books and records of the Partnership. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.
Mandatory Exchanges. (i) The Public Offering Entity shall have the right to require each Class A Unitholder to Exchange all of such Class A Unitholder’s Combined Units in accordance with the provisions of Section 9.9(a), mutatis mutandis, upon the occurrence of a Change of Control.
(ii) Notwithstanding anything to the contrary in Section 9.9(b)(i), a Class A Unitholder shall not be required to Exchange such Class A Unitholder’s Combined Units pursuant to Section 9.9(b)(i) unless the sum of the amount of (A) cash to be received by such Member (if applicable) as consideration in any Change of Control with respect to shares of Class A Common Stock for which such Class A Unitholder’s Combined Units are to be Exchanged and (B) any cash advance made to such Member (if applicable) by the Company or the Public Offering Entity for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange. For purposes of this Section 9.9(b)(ii), securities that are received by a Unitholder in a Change of Control with respect to the Class A Common Units or the shares of Class A Common Stock for which they are Exchanged and that may be sold into the public market without restriction as to timing, volume or manner of sale (including, without limitation, restrictions as a result of securities laws or applicable xxxxxxx xxxxxxx policies or blackout periods) by such Unitholder as the holder of such securities immediately following the Change of Control shall be deemed to be cash consideration received by such Unitholder.
(iii) The Public Offering Entity shall exercise its right to require an Exchange of Combined Units as set forth in Section 9.9(b)(i) by delivering to the Class A Unitholder written notice of such mandatory Exchange (a “Mandatory Exchange Notice”) and the date the Exchange shall be deemed to occur (the “Mandatory Exchange Date”), which date may not be earlier than the date of such written notice; provided, that such date may be described as immediately prior to the occurrence of the Change of Control, and the Public Offering Entity shall use reasonable best efforts to provide such notice to all Class A Unitholders at least ten (10) c...
