Common use of Mandatory Exchanges Clause in Contracts

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.

Appears in 6 contracts

Samples: Limited Partnership Agreement (Carlyle Group L.P.), Limited Partnership Agreement (Carlyle Group L.P.), Limited Partnership Agreement (Carlyle Group L.P.)

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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, any Mubadala Holder or (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.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Carlyle Group L.P.), Limited Partnership Agreement (Carlyle Group L.P.), Limited Partnership Agreement (Carlyle Group L.P.)

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