OCG Operating Agreement means the Fourth Amended and Restated Operating Agreement of OCG, dated May 17, 2018, as it may be amended, supplemented or restated from time to time.
OCG Operating Agreement means that certain Sixth Amended and Restated Operating Agreement of OCG, dated as of March 20, 2023, as the same has been or may be amended, supplemented or restated from time to time.
OCG Operating Agreement the Fifth Amended and Restated Operating Agreement of OCG, to be dated on or around September 30, 2019, as may be amended, modified, supplemented or restated from time to time. OCGH: Oaktree Capital Group Holdings, L.P., a Delaware limited partnership. OCGH GP: Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company. OCM Holdings: Atlas OCM Holdings LLC, a Delaware limited liability company and any successor-in-interest thereto. OpCo: the upper-most entities (x) over which OCGH and Brookfield (either directly or indirectly) both have an economic interest and (y) through which the business of the Oaktree Group is conducted, as determined by the General Partner consistent with the OCG Operating Agreement’s definition of “Oaktree Operating Group”. For the avoidance of doubt, as of the Effective Date, each of the following entities is an OpCo: (a) Oaktree Capital I, L.P., a Delaware limited partnership, (b) Oaktree Capital II, L.P., a Delaware limited partnership, (c) Oaktree Capital Management, L.P., a Delaware limited partnership, (d) Oaktree Investment Holdings, L.P., a Delaware limited partnership, (e) Oaktree AIF Investments, L.P., a Delaware limited partnership, and (f) Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership. For the further avoidance of doubt, as of the Effective Date, none of (i) OCG, (ii) Oaktree Holdings, Inc., a Delaware corporation, (iii) Oaktree Holdings, LLC, a Delaware limited liability company, (iv) OCM Holdings, (v) OCM Holdings I, LLC, a Delaware limited liability company, (vi) Oaktree AIF Holdings, Inc., a Delaware corporation, or (vii) Oaktree Holdings, Ltd., a Cayman Islands exempted limited liability company, is an OpCo.
Examples of OCG Operating Agreement in a sentence
Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners (but, in all events, only after satisfying the requisite vote or consent, including any Consent Rights pursuant to the OCG Operating Agreement) and each Partner shall be bound by the results of such action.
In addition, all notices, information, requests for consent and similar distributions made to Brookfield LPs in respect of Brookfield-Owned Units shall simultaneously be sent directly to the Brookfield Member by the Partnership, in accordance with the notice provisions in the OCG Operating Agreement.
Notwithstanding the foregoing, the Partnership shall not, nor shall the Partnership permit any of its Subsidiaries to, take any action that requires the consent of OCGH, Brookfield or the Brookfield Member under the OCG Operating Agreement or under this Agreement, in each case, without such consent of OCGH, Brookfield and the Brookfield Member, as applicable, in accordance with the terms of the foregoing agreements.
For the avoidance of doubt, nothing in this Agreement is intended to amend, modify or supersede any provision of the OCG Operating Agreement or to affect the rights and obligations of the members of OCG thereunder.
More Definitions of OCG Operating Agreement
OCG Operating Agreement means that certain Fifth Amended and Restated Operating Agreement of OCG, dated as of September 30, 2019, as the same has been or may be amended, supplemented or restated from time to time. “OCGH” has the meaning set forth in the recitals to this Agreement. “OCGH/OEP Indemnitee” means (i) the OCGH general partner and any of (a) the current and former direct and indirect members of the general partner of OCGH, (b) the current and former principals, officers, directors, employees and executive committee members of the general partner of OCGH, (c) the current and former officers of OCGH, and (d) the current and former limited partners of OCGH, in each case, solely in their respective capacities as such and (ii) the OEP general partner and any of (a) the current and former direct and indirect members of the general partner of OEP, (b) the current and former principals, officers, directors, employees and executive committee members of the general partner of OEP, (c) the current and former officers of OEP, and (d) the current and former limited partners of OEP, in each case, solely in their respective capacities as such. “OCGH Units” means the limited partnership units of OCGH. “OCGH-Owned Units” has the meaning set forth in Section 7.04(a). “OCM GP” has the meaning set forth in the preamble of this Agreement. “OEP” has the meaning set forth in the recitals to this Agreement. “OEP Exchange Agreement” means the Exchange Agreement, dated as of April 7, 2022, by and among OEP, OCG and the other parties thereto (as it may be amended, modified, supplemented or restated from time to time). “OEP Units” means the limited partnership units of OEP. “OEP-Owned Units” has the meaning set forth in Section 7.04(c).
OCG Operating Agreement means that certain Fifth Amended and Restated Operating Agreement of OCG, dated as of September 30, 2019, as the same has been or may be amended, supplemented or restated from time to time. “OCGH” has the meaning set forth in the recitals to this Agreement. “OCGH/OEP Indemnitee” means (i) the OCGH general partner and any of (a) the current and former direct and indirect members of the general partner of OCGH, (b) the current and former principals, officers, directors, employees and executive committee members of the general partner of OCGH, (c) the current and former officers of OCGH, and (d) the current and former limited partners of OCGH, in each case, solely in their respective capacities as such and (ii) the OEP general partner and any of (a) the current and former direct and indirect members of the general partner of OEP, (b) the current and former principals, officers, directors, employees and executive committee members of the general partner of OEP, (c) the current and former officers of OEP, and (d) the current and former limited partners of OEP, in each case, solely in their respective capacities as such. “OCGH Units” means the limited partnership units of OCGH. “OCGH-Owned Units” has the meaning set forth in Section 7.04(a). “OEP” has the meaning set forth in the recitals to this Agreement. “OEP Exchange Agreement” means the Exchange Agreement, dated as of April 7, 2022, by and among OEP, OCG and the other parties thereto (as it may be amended, modified, supplemented or restated from time to time). “OEP Units” means the limited partnership units of OEP. “OEP-Owned Units” has the meaning set forth in Section 7.04(c). “Officers” has the meaning set forth in Section 3.04(a). “Original Agreement” has the meaning set forth in the recitals to this Agreement. “Other OpCo Applicable Charge” means, with respect to an Other OpCo, the “Applicable Charge” (or similar term) as defined in the governing agreement of such Other OpCo. “Other OpCo Class P Preferred Units Liquidation Amount” means, with respect to an Other OpCo, the “Class P Preferred Units Liquidation Amount” (or similar term) as defined in the governing agreement of such Other OpCo.
OCG Operating Agreement means the Fourth Amended and Restated Operating Agreement of OCG, dated May 17, 2018, as it may be amended, supplemented or restated from time to time. “OCG Series A Preferred Units” means the 6.625% Series A Preferred Units of OCG having the designations, rights, powers and preferences set forth in the OCG Series A Preferred Unit Designation. “OCG Series A Preferred Unit Designation” means the Series A Preferred Unit designation of OCG, dated May 17, 2018, as it may be amended, supplemented or restated from time to time. “Parity Units” means any Partnership Units, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. “Partnership Agreement” has the meaning set forth in the preamble. “Permitted Reorganization” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval or (ii) reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Mirror Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval. “Permitted Transfer” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership. “Rating Agency Event” has the meaning set forth in the OCG Series A Preferred Unit Designation. “Senior Executive” has the meaning set forth in the OCG Series A Preferred Unit Designation. “Series A Mirror Distribution Rate” means 6.625%. “Series A Mirror Holder” means a holder of Series A Preferred Mirror Units. “Series A Mirror Liquidation Preference” means $25.00 p...
OCG Operating Agreement means the Fourth Amended and Restated Operating Agreement of OCG, dated May 17, 2018, as it may be amended, supplemented or restated from time to time. “OCG Series B Preferred Units” means the 6.550% Series B Preferred Units of OCG having the designations, rights, powers and preferences set forth in the OCG Series B Preferred Unit Designation. “OCG Series B Preferred Unit Designation” means the Series B Preferred Unit designation of OCG, dated August 9, 2018, as it may be amended, supplemented or restated from time to time. “Parity Units” means any Partnership Units, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. As of August 9, 2018, there were 7,200,000 Series A Preferred Mirror Units Outstanding and the Series A Preferred Mirror Units were the only Outstanding Units of the Partnership that were Parity Units as of such date. “Partnership Agreement” has the meaning set forth in the preamble. “Permitted Reorganization” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval or (ii) reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Mirror Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval. “Permitted Transfer” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership. “Rating Agency Event” has the meaning set forth in the OCG Series B Preferred Unit Designation. “Senior Executive” has the meaning set forth in the OC...