Exchanges of OCGH Units Sample Clauses

Exchanges of OCGH Units. On the Exchange Date, each Exchanging LP shall receive an amount equal to the Exchange Consideration for each OCGH Unit being Exchanged by such Exchanging LP. To the extent the Exchange Consideration for the Exchange is (i) cash, Class A Shares or Atlas Notes, Brookfield shall purchase from each Exchanging LP the OCGH Units to be exchanged by such Exchanging LP for such cash, Class A Shares or Atlas Notes (such OCGH Units, the “Cash/Share/Note Exchange Units”) or (ii) ExchangeCo Units, OCGH shall acquire from the OCGH Limited Partners participating in an Exchange pursuant to this Agreement the OCGH Units to be exchanged for such ExchangeCo Units (such OCGH Units, the “ExchangeCo Exchange Units”) pursuant to an ExchangeCo Redemption Agreement and such OCGH Limited Partner shall sell or transfer to Brookfield or, in the event the Exchange Consideration is ExchangeCo Units, to OCGH, the Exchanged Units. As consideration for the sale of Cash/Share/Note Exchange Units, Brookfield shall pay or cause to be paid to each Exchanging LP the portion of the Exchange Consideration payable to such Exchanging LP that is payable (at Brookfield’s election, subject to Section 2.1(f)(iii) and Article IV hereof) in cash, Class A Shares, Atlas Notes, or a combination of the foregoing. As consideration for the transfer of ExchangeCo Exchange Units, OCGH shall deliver to the Exchanging LP a number of ExchangeCo Units equal to the number of ExchangeCo Exchange Units, subject to Section 2.1(f)(iii) and Article IV hereof. Following the Exchange Date, to the extent not previously paid to an OCGH Limited Partner participating in an Exchange, OCGH shall pay such OCGH Limited Partner the aggregate Tax Distribution in respect of all OCGH Units exchanged by such Exchanging LP as and when paid to all other holders of OCGH. Notwithstanding anything to the contrary herein, Brookfield and Oaktree may mutually agree to cause all or any portion of an Exchange to be effected through one or more of Brookfield’s designated Affiliates (instead of directly), and otherwise in accordance with this Section 2.1, with such further adjustments to the Exchange procedures described herein as Brookfield and Oaktree may mutually agree are appropriate to effect participation by such designees.
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Exchanges of OCGH Units. On the Exchange Date, (i) the Intermediate Holding Companies shall purchase from the OCGH Limited Partner who has elected to make an Exchange pursuant to this Agreement, (ii) such OCGH Limited Partner shall sell to the Intermediate Holding Companies, such number of OCGH Units that the General Partner has determined, pursuant to the OCGH Partnership Agreement, that such OCGH Limited Partner is eligible to sell, including after giving effect to any limits imposed by the General Partner under the OCGH Partnership Agreement on the number of OCGH Units eligible for sale and (iii) if applicable, the Intermediate Holding Companies shall purchase from each OCGH Limited Partner that is a Surplus Partner (as defined in the OCGH Partnership Agreement) an equity interest in OCGH as required by Section 6.3(b)(iii) of the OCGH Partnership Agreement for the amount determined pursuant to Section 6.3(b)(iii) of the OCGH Partnership Agreement. As consideration for such sale described in clauses (i) and (ii) of the preceding sentence, each Intermediate Holding Company shall pay the OCGH Limited Partner who has elected to make the Exchange a pro rata portion of the Exchange Price (which shall be determined based on the relative values of the OpCos held by each Intermediate Holding Company immediately prior to such sale and which shall be delivered in the form of Class A Units, cash, other consideration or any combination of the foregoing, at Oaktree’s election), less, if applicable, the Redeemable Surplus (as defined in the OCGH Partnership Agreement) attributable to such OCGH Units in exchange for a pro rata portion of the OCGH Units being sold by such OCGH Limited Partner and, if applicable, shall pay the Surplus Partners their pro rata share of the Redeemable Surplus attributable to such OCGH Units.
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Exchanges of OCGH Units. On the Exchange Date, (i) the Intermediate Holding Companies shall purchase from the OCGH Limited Partner who has elected to make an Exchange pursuant to this Agreement, and (ii) such OCGH Limited Partner shall sell to the Intermediate Holding Companies, such number of OCGH Units that the General Partner has determined, pursuant to the OCGH Partnership Agreement, that such OCGH Limited Partner is eligible to sell, including after giving effect to any limits imposed by the General Partner under the OCGH Partnership Agreement on the number of OCGH Units eligible for sale. As consideration for such sale, each Intermediate Holding Company shall pay the OCGH Limited Partner a pro rata portion of the Exchange Price (which shall be determined based on the relative values of the OpCos held by each Intermediate Holding Company immediately prior to such sale and which shall be delivered in the form of Class A Units, cash, other consideration or any combination of the foregoing, at Oaktree’s election) in exchange for a pro rata portion of the OCGH Units being sold by such OCGH Limited Partner.
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Related to Exchanges of OCGH Units

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

  • Global Note Legend Each Global Note will bear a legend in substantially the following form: “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

  • Obligations with Respect to Transfers and Exchanges of Notes (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s request.

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