Common use of Class E Consent Rights Clause in Contracts

Class E Consent Rights. Notwithstanding anything contained in this Agreement to the contrary, from and after the Recapitalization Date, until the number of then-outstanding Class E Common Units (excluding those that have converted into Class A Common Units) is less than 10% of the number of Class E Common Units outstanding on the Recapitalization Date immediately following the Merger (including any Conversion Class E Common Units that the holders thereof elect to retain pursuant to Section 3.1(e)), the following actions shall not be taken without the prior written consent of the holders of a majority of the then-outstanding Class E Common Units (excluding those that have converted into Class A Common Units): (A) Any action by the Och-Ziff Group (directly or indirectly, whether by merger, recapitalization, amendment, or otherwise) that is adverse to the holders of Class E Common Units in a manner disproportionate to the holders of the Class A Shares (taking into account, for such purposes, the effect on the Class A Shares and/or the Class B Common Units), including, for the avoidance of doubt, any such disproportionate impact resulting from (w) any amendments to the terms of the Class A Common Units, the Class D Common Units or the Class P Common Units, (x) any amendments to the terms of any Class A Restricted Share Units, (y) the disproportionate allocation of income (loss) to any class of Units or (z) the creation of any new class of Class E Parity Units; other than, in each case, any disproportionate treatment pursuant to the express terms of such units that are set forth in this Agreement as of the Recapitalization Date (and not, for the avoidance of doubt, as a result of the exercise by the General Partner or any other Person of its discretion or other rights to take or omit to take actions or make other determinations hereunder). (B) (x) the creation of any new class of Class E Parity Units or (y) amending, modifying or otherwise causing the terms of an existing class of equity securities to become Class E Parity Units, in each of the foregoing clauses (x) and (y), by Och-Ziff, the Partnership or any other entity in the Och-Ziff Group until the achievement of the Book-Up Target for all outstanding Class E Common Units following the end of the Distribution Holiday. (C) The amendment (directly or indirectly, whether by merger, recapitalization, amendment, or otherwise) of (i) the Book-Up Provisions in a manner that is adverse to the Class E Common Units, except as required by a change in applicable laws, regulations or IRS guidance following the date hereof or upon the written advice of outside counsel to the Och-Ziff Group as to the interpretation of the tax law or (ii) this Section 3.1(g). In connection with any consents to be obtained from the holders of Class E Common Units under this Section 3.1(g)(iii), no consent fee or other consideration shall be offered to such holders.