OCGH Units definition

OCGH Units means the limited partnership units of OCGH.

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OCGH Units is defined in the Recitals of this Agreement.

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).

Examples of OCGH Units in a sentence

• In addition, any OCGH Units sold or transferred to OCGH pursuant to Section 2.1(c) (whether or not actually delivered) in connection with the Exchanges effected on any Exchange Date shall be automatically canceled without any further action by any party.

• 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.

• To the extent that, following the date hereof, OCGH issues additional OCGH Units in accordance with the OCGH Partnership Agreement that are not Exchangeable Units, then the parties hereto agree to negotiate in good faith to adjust the Total Equity Value and the components thereof.

• OCGH shall deliver to the Paying Agent, to the extent certificated, the certificate or certificates representing a number of Class B OCG Units and Class B AOH Units in each case equal to the number of OCGH Units being acquired by Brookfield or OCGH.

• The parties hereto specifically agree that the provisions of this Article II are not the exclusive method by which OCGH Units may be exchanged for Class A Units, cash, other consideration or any combination of the foregoing, and that Oaktree, OCGH and the relevant OCGH Limited Partner may agree, on a case-by-case basis, to effect such exchange by any other arrangements.

• On the Exchange Date, immediately following the redemption of OCGH Units by OCGH pursuant to Section 2.1(c) hereof, each Intermediate Holding Company may, at its discretion, exchange OpCo Units with each other Intermediate Holding Company such that, immediately after such exchange, each Intermediate Holding Company holds OpCo Units only in the OpCo for which such Intermediate Holding Company serves as the general partner (or equivalent).

• Pursuant to Section 4.4 of the Oaktree Operating Agreement and Section 4.4 of the AOH Operating Agreement, on the Exchange Date, a number of Class B OCG Units and Class B AOH Units, each equal to the number of OCGH Units sold or transferred pursuant to Section 2.1(c) (whether or not actually delivered) in connection with the Exchanges effected on such Exchange Date, shall be automatically canceled without any further action by any party.

• Pursuant to Section 4.4 of the Oaktree Operating Agreement, on the Exchange Date, a number of Class B Units equal to the number of OCGH Units exchanged with the Intermediate Holding Companies pursuant to Section 2.1(b) (whether or not actually delivered) in connection with the Exchanges effected on such Exchange Date shall be automatically canceled without any further action by any party.

• On the Exchange Date, immediately following the exchange of OCGH Units pursuant to Section 2.1(b) hereof, OCGH may, at its discretion, redeem each OCGH Unit received by the Intermediate Holding Companies pursuant to Section 2.1(b) and deliver to each Intermediate Holding Company a pro rata share of the partnership units of each OpCo, such that the aggregate number of OpCo Units issued in the redemption comprises the Equivalent OpCo Units of the OCGH Units being redeemed.

• The Additional Payments will be allocated between exchanges of OCGH Units on the Merger Closing Date and Exchanges after the Merger Closing Date in accordance with the methodology set forth in Exhibit I, whether or not future Exchanges occur in accordance with the timing assumptions reflected on Exhibit I.

More Definitions of OCGH Units

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.

OCGH Units means the limited partnership units of OCGH. “OCGH-Owned Units” has the meaning set forth in Section 7.04(a). “OCH” has the meaning set forth in the recitals to this Agreement. “OCH Indemnified Person” has the meaning of “Indemnified Person” in the OCH Operating Agreement. “OCH Operating Agreement” means that certain Fourth Amended and Restated Operating Agreement of OCH, dated as of March 15, 2024, as the same has been or may be amended, supplemented or restated from time to time. “OEP” has the meaning set forth in the recitals to this Agreement. “OEP Exchange Agreement” means the Amended and Restated Exchange Agreement, dated as of March 31, 2023, by and among OEP, BOH 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). -11- “OEU” means Oaktree Equity Plan II, L.P., a Delaware series limited partnership consisting of Oaktree Equity Plan II, L.P. (Tracking Series) and Oaktree Equity Plan II, L.P. (Common Series) as of the Effective Date. “OEU Common Series” means Oaktree Equity Plan II, L.P. (Common Series), a series of OEU. “OEU Common Series-Owned Units” has the meaning set forth in Section 7.04(e). “OEU Common Units” means the limited partnership units of OEU associated with OEU Common Series. “OEU Exchange Agreement” means an exchange agreement governing the exchange of OEU Units to be entered into following the date of this Agreement. “OEU Tracking Series” means Oaktree Equity Plan II, L.P. (Tracking Series), a series of OEU. “OEU Tracking Series-Owned Units” has the meaning set forth in Section 7.04(d). “OEU Tracking Units” means the limited partnership units of OEU associated with OEU Tracking Series. “OEU Units” means the limited partnership units of OEU. For the avoidance of doubt, as of the Effective Date, there are two series of OEU Units: (i) OEU Tracking Units and (ii) OEU Common Units. “OEU-Owned Units” means, collectively, the OEU Tracking Series-Owned Units and the OEU Common Series-Owned Units. “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 re...

OCGH Units means the limited partnership units of OCGH. 42903935.5 8