黑石私募股權合伙協議(編輯修改稿)

　

【文章內容簡介】 d Partner? means each of the Limited Partners identified in the books and records of the Partnership as a Category 4 Limited Partner. ? Category 5 Limited Partner? means each of the Limited Partners identified in the books and records of the Partnership as a Category 5 Limited Partner. ? Category 6 Limited Partner? means the Limited Partner identified in the books and records of the Partnership as a Category 6 Limited Partner. ? Cause? means the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the NonCompetition Agreement attached hereto, (x) any material breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, (y) an Employed Limited Partner deliberate failure to perform his or her duties to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner mitting to or engaging in any conduct or behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a ? Notice of Breach? ) within fifteen days after the General Partner bees aware of such action and such Employed Limited Partner fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided, that such Employed Limited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, fery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of petent jurisdiction, by a . federal or state or parable . regulatory body or by a selfregulatory body having authority with respect to . federal or state or parable . securities laws, rules or regulations of the securities industry, that such Employed Limited Partner individually has violated any . federal or state or parable . securities laws or any rules or regulations thereunder, or any rules of any such selfregulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner ability to function as a senior managing director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account the services required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities. ? Certificate? has the meaning set forth in the preamble of this Agreement. ? Change of Control? means the occurrence of any Person, other than a Person approved by the current Issuer General Partner, being the general partner of the Issuer. ? Charity? means any anization that is anized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522. ? Class? means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement. ? Class A Units? means the Units of partnership interest in the Partnership designated as the lass A Units? herein and having the rights pertaining thereto as are set forth in this Agreement. ? Code? means the Internal Revenue Code of 1986, as amended from time to time. ? Common Units? means mon units representing limited partner interests of the Issuer. ? Contingencies? has the meaning set forth in Section (b). ? Control? (including the terms ? Controlled by? and ? under mon Control with? ) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. ? Credit Amount? has the meaning set forth in Section (b)(ii) of this Agreement. ? Creditable . Tax? means a . tax paid or accrued for United States federal ine tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A . tax is a Creditable . Tax for these purposes without regard to whether a partner receiving an allocation of such . tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of reditable . Tax? in Temporary Treasury Regulations Section (b)(4)(xi)(b), and shall be interpreted consistently therewith. ? D