Common use of Mandatory Exchanges Clause in Contracts

Mandatory Exchanges. With respect to each Exchangeable Interest, a LAZ-MD Exchange and/or a Lazard Group Exchange shall occur with respect to all or a portion of such Exchangeable Interest, without any action required on the part of the Exchangeable MD Member holding such Exchangeable Interest (a “Mandatory Exchange”), as follows: (i) A Mandatory Exchange with respect to all Exchangeable Interests shall occur in the event of a Change in Control unless otherwise determined by the Incumbent Lazard Ltd Board; (ii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled to cause the Mandatory Exchange (including any Mandatory Lazard Group Exchange) with respect to all or any portion of the Exchangeable Interests, in such party’s or parties’ discretion (as applicable), beginning on the date that is the ninth anniversary of the IPO Date and ending thirty days thereafter (and during an equivalent 30 day period starting on each subsequent anniversary of the IPO Date); and (iii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled after the first anniversary of the date hereof to cause a Mandatory Exchange involving only a LAZ-MD Exchange (a “Partial LAZ-MD Mandatory Exchange”) with respect to all or any portion of the LAZ-MD Class II Interests in such party’s or parties’ discretion (as applicable) at any time in the event that such person determines, in good faith, that such Partial LAZ-MD Mandatory Exchange is necessary or advisable in light of actual or potential tax, legal or regulatory concerns. The Exchangeable MD Member(s) to which any such Mandatory Exchange under this Section 8.3 shall apply, the “Mandatory Exchange Members,” and together with the Electing Members, the “Exchanging Members.” In the event of a transaction that would otherwise be a Change in Control but for the requirement in the definition thereof that a Change in Control be consummated after the first anniversary of the date hereof, a Mandatory Exchange with respect to all Exchangeable Interests shall occur on the first business day following the first anniversary of the date hereof unless otherwise determined by the Incumbent Lazard Ltd Board.

Mandatory Exchanges. With respect (i) The Public Offering Entity shall have the right to require each Exchangeable Interest, a LAZ-MD Class A Unitholder to Exchange and/or a Lazard Group Exchange shall occur with respect to all or a portion of such Exchangeable InterestClass A Unitholder’s Combined Units in accordance with the provisions of Section 9.9(a), without any action required on mutatis mutandis, upon the part occurrence of a Change of Control (ii) The Public Offering Entity shall exercise its right to require an Exchange of Combined Units as set forth in Section 9.9(c)(i) by delivering to the Exchangeable MD Member holding Class A Unitholder written notice of such Exchangeable Interest mandatory Exchange (a “Mandatory ExchangeExchange Notice”) and the date the Exchange shall be deemed to occur (the “Mandatory Exchange Date”), which date may not be earlier than the date of such written notice; provided, that such date may be described as follows: immediately prior to the occurrence of the Change of Control, and the Public Offering Entity shall use commercially reasonable efforts to provide such notice to all Class A Unitholders at least ten (i10) A calendar days before the proposed date upon which the contemplated Change of Control is to be effected. From and after the Mandatory Exchange Date, (x) the Combined Units shall be deemed to have been transferred to the Company or Public Offering Entity, as applicable, on the Mandatory Exchange Date, (y) in the case of a Share Settlement, the Class A Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock or Class D Common Stock, as applicable, to be received by the exchanging Class A Unitholder in respect of such Exchange on the Mandatory Exchange Date, and (z) the Class A Unitholder shall cease to have any rights with respect to all Exchangeable Interests shall occur in the event Combined Units other than the right to receive shares of a Change in Control unless otherwise determined by the Incumbent Lazard Ltd Board; (ii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub Class A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled to cause the Mandatory Exchange (including any Mandatory Lazard Group Exchange) with respect to all Common Stock or any portion of the Exchangeable InterestsClass D Common Stock, in such party’s or parties’ discretion (as applicable, or cash pursuant to Section 9.9(b)(i) upon compliance with its obligations under Section 9.9(b)(iii), beginning on the date that is the ninth anniversary of the IPO Date and ending thirty days thereafter (and during an equivalent 30 day period starting on each subsequent anniversary of the IPO Date); and. (iii) Each of On or prior to the Mandatory Exchange Date (1or if less than ten (10) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval calendar days’ notice of the Lazard Ltd BoardMandatory Exchange Date is given, within five (5) Business Days of such notice), the Class A Unitholder shall be entitled after deliver during normal business hours at the first anniversary principal executive offices of the date hereof to cause a Public Offering Entity or such address as designated by the Public Offering Entity: (A) an acknowledgement of the Mandatory Exchange involving only a LAZ-MD Exchange Notice (a “Partial LAZ-MD Mandatory ExchangeExchange Acknowledgement”), duly executed by such Class A Unitholder, (B) with respect any certificate(s) representing all Combined Units held by the Class A Unitholder to all be Exchanged on the Mandatory Exchange Date (including any certificates representing the underlying Class A Common Units and any stock certificates representing the underlying shares of Class B Common Stock or any portion Class C Common Stock, as applicable, in each case issued to such Class A Unitholder according to the books and records of the LAZ-MD Class II Interests in such party’s or parties’ discretion (Company and the Public Offering Entity, as applicable) at ); provided, that if any time in such certificate has been lost, then the event that such person determinesexchanging Class A Unitholder may deliver, in good faithlieu of such certificate, that such Partial LAZ-MD Mandatory Exchange is necessary an affidavit of lost certificate, and (C) if the Public Offering Entity or advisable in light of actual or potential tax, legal or regulatory concerns. The Exchangeable MD Member(s) to which any such Mandatory Exchange under this Section 8.3 shall apply, the “Mandatory Exchange Members,” and together with Company requires the Electing Members, the “Exchanging Members.” In the event of a transaction that would otherwise be a Change in Control but for the requirement in the definition thereof that a Change in Control be consummated after the first anniversary delivery of the date hereofcertification contemplated by Section 9.12(b), a Mandatory Exchange with respect such certification or written notice from such Class A Unitholder that it is unable to all Exchangeable Interests shall occur on the first business day following the first anniversary of the date hereof unless otherwise determined by the Incumbent Lazard Ltd Boardprovide such certification.

Mandatory Exchanges. With respect to each Exchangeable Interest, a LAZ-MD Exchange and/or a Lazard Group Exchange shall occur with respect to all or a portion of such Exchangeable Interest, without any action required on the part of the Exchangeable MD Member holding such Exchangeable Interest (a “"Mandatory Exchange”"), as follows: (i) A Mandatory Exchange with respect to all Exchangeable Interests shall occur in the event of a Change in Control unless otherwise determined by the Incumbent Lazard Ltd Board; (ii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled to cause the Mandatory Exchange (including any Mandatory Lazard Group Exchange) with respect to all or any portion of the Exchangeable Interests, in such party’s 's or parties’ ' discretion (as applicable), beginning on the date that is the ninth anniversary of the IPO Date and ending thirty days thereafter (and during an equivalent 30 day period starting on each subsequent anniversary of the IPO Date); and (iii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled after the first anniversary of the date hereof to cause a Mandatory Exchange involving only a LAZ-MD Exchange (a “"Partial LAZ-MD Mandatory Exchange”") with respect to all or any portion of the LAZ-MD Class II Interests in such party’s 's or parties’ ' discretion (as applicable) at any time in the event that such person determines, in good faith, that such Partial LAZ-MD Mandatory Exchange is necessary or advisable in light of actual or potential tax, legal or regulatory concerns. The Exchangeable MD Member(s) to which any such Mandatory Exchange under this Section 8.3 shall apply, the “"Mandatory Exchange Members,” " and together with the Electing Members, the “"Exchanging Members.” " In the event of a transaction that would otherwise be a Change in Control but for the requirement in the definition thereof that a Change in Control be consummated after the first anniversary of the date hereof, a Mandatory Exchange with respect to all Exchangeable Interests shall occur on the first business day following the first anniversary of the date hereof unless otherwise determined by the Incumbent Lazard Ltd Board.

Mandatory Exchanges. With respect The Company may, at its option at any time after January 31, 2017, require that Preferred Holders exchange all, but not less than all (subject to each Exchangeable InterestSection 3.06(b)), a LAZ-MD Exchange and/or a Lazard Group Exchange shall occur with respect to all or a portion of such Exchangeable Interest, without any action required on the part of the Exchangeable MD Member holding such Exchangeable Interest (a “Mandatory Exchange”), then-outstanding Preferred Units for the Exchange Package as follows: (a) On any day on which the Trading Conditions are satisfied, the Company may deliver to each of the Preferred Holders a written notice (a “Preliminary Exchange Notice”) stating that: (i) A Mandatory the Company intends to require that Preferred Holders exchange all of the then-outstanding Preferred Units for the Exchange with respect Package pursuant to all Exchangeable Interests shall occur in the event of a Change in Control unless otherwise determined by the Incumbent Lazard Ltd Boardthis Section 3.02; (ii) Each in connection with such proposed mandatory exchange, Parent intends to file under the Securities Act a registration statement (the “Exchange Registration Statement”) covering the potential sale of Registrable Securities included in the Exchange Packages to be delivered to the Preferred Holders; (1iii) LAZ-MD the Exchange Registration Statement will cover the Registrable Securities included in the Exchange Package to be delivered to such Preferred Holder if and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (only if such Preferred Holder delivers to Parent, within ten days of the date on which the Preliminary Exchange Notice is given, a binding written commitment to exchange all of the Preferred Units held by such Preferred Holder immediately prior to the effective date of the Exchange Registration Statement, which commitment shall be in a form that is provided by Parent with the prior approval Preliminary Exchange Notice and is intended to permit Parent, in compliance with the requirements of the Lazard Ltd Board) shall be entitled Securities and Exchange Commission, to cause include such Preferred Holder’s Registrable Securities in the Mandatory Exchange Registration Statement prior to the date on which the Exchange Package is delivered to such Preferred Holder (including any Mandatory Lazard Group Exchange) with respect to all or any portion of that is, the Exchangeable Interests, date on which the Parent Shares and Parent Warrant included in such party’s or parties’ discretion (as applicable), beginning on the date that is the ninth anniversary of the IPO Date and ending thirty days thereafter (and during an equivalent 30 day period starting on each subsequent anniversary of the IPO DateExchange Package are issued to such Preferred Holder); and (iiiiv) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval date of the Lazard Ltd Board) shall be entitled after the first anniversary of the date hereof to cause a Mandatory Exchange involving only a LAZ-MD Exchange mandatory exchange (a “Partial LAZ-MD Mandatory Exchange”) with respect to all or any portion of the LAZ-MD Class II Interests in such party’s or parties’ discretion (as applicable) at any time in the event that such person determines, in good faith, that such Partial LAZ-MD Mandatory Exchange is necessary or advisable in light of actual or potential tax, legal or regulatory concerns. The Exchangeable MD Member(s) to which any such Mandatory Exchange under this Section 8.3 shall apply, the “Mandatory Exchange Members,” Date”) will be selected by the Company and together set forth in the Mandatory Exchange Notice (as defined below), provided that the Mandatory Exchange Date shall occur (A) after January 31, 2017, (B) no less than seven days, and no more than twenty days, after the effective date of the Exchange Registration Statement and (C) on a day on which the Trading Conditions are satisfied. (b) Within ten days of the date on which a Preliminary Exchange Notice is given, each Preferred Holder that wishes to include Registrable Securities in the Exchange Registration Statement shall deliver to Parent the executed binding commitment contemplated by Section 3.02(a)(iii) and by the Preliminary Exchange Notice. Any Preferred Holder that does not deliver such a commitment by within such period shall not be entitled to include any Registrable Securities in the Exchange Registration Statement. (c) Parent shall, as soon as practicable, and in any event within thirty days (or, if Parent is then eligible to register such Registrable Securities on Form S-3, fifteen days) after the date on which the Preliminary Exchange Notice is given, use its commercially reasonable efforts to file the Exchange Registration Statement and cause it to become effective under the Securities Act. (d) Within two days after the effective date of the Exchange Registration Statement, the Company shall deliver to each of the Preferred Holders a written notice (a “Mandatory Exchange Notice”) confirming that the Exchange Registration Statement has been declared effective and specifying the Mandatory Exchange Date (determined in accordance with the Electing Members, the “Exchanging Members.” requirements of Section 3.02(a)(iv)). In the event the Exchange Registration Statement is not declared effective for any reason, the Company instead shall notify the Preferred Holders that the mandatory exchange contemplated by the Preliminary Exchange Notice will not be completed. (e) On the Mandatory Exchange Date, effective as of 5 p.m., Mountain time, the Preferred Holders shall exchange all of the then-outstanding Preferred Units for Exchange Packages. On or before the Mandatory Exchange Date, each Preferred Holder shall tender the certificate or certificates therefor, duly endorsed (or, if such Preferred Holder alleges that such certificate has been lost, stolen or destroyed, a transaction lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that would otherwise may be a Change in Control but for made against the requirement Company on account of the alleged loss, theft or destruction of such certificate), to Parent, in the definition thereof that a Change manner and at the place designated in Control be consummated after the first anniversary of the date hereof, a Mandatory Exchange Notice, and thereupon the Exchange Package for such Preferred Units shall be deliverable and payable to the order of such Preferred Holder. If the Mandatory Exchange Notice shall have been duly given, and if on the Mandatory Exchange Date the Exchange Package for Preferred Units is, to the extent then due, delivered, paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then effective as of 5 p.m., Mountain time, and notwithstanding that any certificates evidencing any of such Preferred Units shall not have been tendered, such Preferred Units shall be deemed to have been exchanged for their Exchange Package, and all rights with respect to all Exchangeable Interests shall occur on such Preferred Units, including the first business day following rights to receive any Distribution, will accrue to the first anniversary benefit of Parent, other than the rights of the date hereof unless otherwise determined by tendering Preferred Holder to receive the Incumbent Lazard Ltd BoardExchange Package with respect thereto. (f) Parent shall use its commercially reasonable efforts to keep the Exchange Registration Statement effective for a period of up to six months or, if earlier, until the distribution contemplated in the Exchange Registration Statement has been completed; provided that in the case of any registration of Registrable Securities on Form S-3, such six-month period shall be extended for up to ninety days, if necessary, to keep the Exchange Registration Statement effective until all such Registrable Securities are sold. Further, the provisions of Sections 4.02(b) through (g) and Sections 4.03 through 4.06 with respect to a registration statement under Section 4.01 shall apply with respect to the Exchange Registration Statement as if, for these purposes, each reference therein to an Exchange Holder instead were to a Preferred Holder whose Registrable Securities are included in the Exchange Registration Statement.

Mandatory Exchanges. With respect In connection with a Change of Control, and subject to any approval of the Change of Control by the holders of Class A Common Stock and Class B Common Stock required under the New Charter Certificate or applicable law, New Charter or Charter Holdings shall have the right to require each Exchangeable InterestClass B Unitholder to Exchange some or all of the Class B Common Units owned by such Class B Unitholder (free and clear of all liens, encumbrances, rights of first refusal and similar restrictions), in consideration for the delivery by Charter Holdings to such Class B Unitholder of a LAZ-MD number of shares of Class A Common Stock equal to the number of Class B Common Units required to be exchanged. Any such Exchange and/or a Lazard Group Exchange pursuant to this Section 2.1(b) shall occur with respect be effected by the surrender or deemed surrender of the Class B Common Units to all or a portion be exchanged and shall be effective immediately prior to the consummation of the Change of Control (and, for the avoidance of doubt, shall not be effective if such Exchangeable InterestChange of Control is not consummated), at which time the exchanged Class B Common Units shall be deemed cancelled without any action required on the part of any Person, including New Charter or Charter Holdings. To effect the Exchangeable MD Member holding delivery of such Exchangeable Interest (a “Mandatory Exchange”)shares of Class A Common Stock, as follows: (i) New Charter shall issue and contribute, directly or indirectly, to Charter Holdings, the number of shares of Class A Mandatory Common Stock equal to the number of Class B Common Units surrendered, (ii) in consideration for the issuance and contribution described in clause (i), Charter Holdings shall issue to the Charter Member the number of Class A Common Units equal to the number of shares of Class A Common Stock issued and contributed to Charter Holdings, (iii) subject to Section 4.8 of the LLC Agreement, New Charter shall take such other actions as are necessary to preserve the 1:1 Up-C structure between New Charter and Charter Holdings as set forth in Section 2.3(a), and (iv) Charter Holdings shall (A) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of New Charter) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant surrendering Unitholder (or in such other name as is requested in writing by such Unitholder), in certificated or uncertificated form, in the sole discretion of Charter Holdings, or (B) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the surrendering Unitholder, use its reasonable best efforts to deliver, or cause to be delivered, the shares of Class A Common Stock deliverable to such surrendering Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such surrendering Unitholder. If any shares of Class A Common Stock are issued pursuant to this Section 2.1(b), the recipient will be treated as a holder of record of Class A Common Stock as of immediately prior to the consummation of the Change of Control. New Charter shall provide written notice of an expected Change of Control to all Class B Unitholders within the earlier of (x) five (5) days following the execution of the agreement with respect to all Exchangeable Interests such Change of Control and (y) ten (10) days before the proposed date upon which the contemplated Change of Control is to be effected, indicating in such notice such information as may reasonably describe the Change of Control transaction, subject to applicable law. New Charter shall occur update such notice from time to time to reflect any material changes to such notice. New Charter may satisfy any such notice and update requirements described in the event of preceding two sentences by providing such information on a Change in Control unless otherwise determined by the Incumbent Lazard Ltd Board; (ii) Each of (1) LAZForm 8-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (K, Schedule TO, Schedule 14D-9 or similar form filed with the prior approval of the Lazard Ltd Board) shall be entitled to cause the Mandatory Exchange (including any Mandatory Lazard Group Exchange) with respect to all SEC or any portion of the Exchangeable Interests, in such party’s or parties’ discretion (as applicable), beginning a press release posted on the date that is the ninth anniversary of the IPO Date and ending thirty days thereafter (and during an equivalent 30 day period starting on each subsequent anniversary of the IPO Date); and (iii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled after the first anniversary of the date hereof to cause a Mandatory Exchange involving only a LAZ-MD Exchange (a “Partial LAZ-MD Mandatory Exchange”) with respect to all or any portion of the LAZ-MD Class II Interests in such party’s or parties’ discretion (as applicable) at any time in the event that such person determines, in good faith, that such Partial LAZ-MD Mandatory Exchange is necessary or advisable in light of actual or potential tax, legal or regulatory concerns. The Exchangeable MD Member(s) to which any such Mandatory Exchange under this Section 8.3 shall apply, the “Mandatory Exchange Members,” and together with the Electing Members, the “Exchanging Membersits website.” In the event of a transaction that would otherwise be a Change in Control but for the requirement in the definition thereof that a Change in Control be consummated after the first anniversary of the date hereof, a Mandatory Exchange with respect to all Exchangeable Interests shall occur on the first business day following the first anniversary of the date hereof unless otherwise determined by the Incumbent Lazard Ltd Board.

Mandatory Exchanges. With respect to each Exchangeable Interest, a LAZ-MD Exchange and/or a Lazard Group Exchange shall occur with respect to all or a portion of such Exchangeable Interest, without any action required on the part of the Exchangeable MD Member holding such Exchangeable Interest (a “Mandatory Exchange”), as follows: (i) A Mandatory Exchange with respect to all Exchangeable Interests shall occur in the event of a Change in Control unless otherwise determined by the Incumbent Lazard Ltd Board; (ii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled to cause the Mandatory Exchange (including any Mandatory Lazard Group Exchange) with respect to all or any portion of the Exchangeable Interests, in such party’s or parties’ discretion (as applicable), beginning on the date that is the ninth anniversary of the IPO Date and ending thirty days thereafter (and during an equivalent 30 day period starting on each subsequent anniversary of the IPO Date); and (iii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled after the first anniversary of the date hereof to cause a Mandatory Exchange involving only a LAZ-MD Exchange (a “Partial LAZ-MD Mandatory Exchange”) with respect to all or any portion of the LAZ-MD Class II Common Interests in such party’s or parties’ discretion (as applicable) at any time in the event that such person determines, in good faith, that such Partial LAZ-MD Mandatory Exchange is necessary or advisable in light of actual or potential tax, legal or regulatory concerns. The Exchangeable MD Member(s) to which any such Mandatory Exchange under this Section 8.3 shall apply, the “Mandatory Exchange Members,” and together with the Electing Members, the “Exchanging Members.” In the event of a transaction that would otherwise be a Change in Control but for the requirement in the definition thereof that a Change in Control be consummated after the first anniversary of the date hereof, a Mandatory Exchange with respect to all Exchangeable Interests shall occur on the first business day following the first anniversary of the date hereof unless otherwise determined by the Incumbent Lazard Ltd Board.”

Mandatory Exchanges. With respect to each Exchangeable Interest, a LAZ-MD Exchange and/or a Lazard Group Exchange shall occur with respect to all or a portion of such Exchangeable Interest, without any action required on the part of the Exchangeable MD Member holding such Exchangeable Interest (a “Mandatory Exchange”), as follows: (i) A Mandatory Exchange with respect to all Exchangeable Interests shall occur in the event of a Change in Control unless otherwise determined by the Incumbent Lazard Ltd Board; (ii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled to cause the Mandatory Exchange (including any Mandatory Lazard Group Exchange) with respect to all or any portion of the Exchangeable Interests, in such party’s or parties’ discretion (as applicable), beginning on the date that is the ninth anniversary of the IPO Date and ending thirty days thereafter (and during an equivalent 30 day period starting on each subsequent anniversary of the IPO Date); and (iii) Each of (1) LAZ-MD and (2) Lazard Ltd Sub A and Lazard Ltd Sub B (with the prior approval of the Lazard Ltd Board) shall be entitled after the first anniversary of the date hereof to cause a Mandatory Exchange involving only a LAZ-MD Exchange (a “Partial LAZ-MD Mandatory Exchange”) with respect to all or any portion of the LAZ-MD Class II Common Interests in such party’s or parties’ discretion (as applicable) at any time in the event that such person determines, in good faith, that such Partial LAZ-MD Mandatory Exchange is necessary or advisable in light of actual or potential tax, legal or regulatory concerns. The Exchangeable MD Member(s) to which any such Mandatory Exchange under this Section 8.3 shall apply, the “Mandatory Exchange Members,” and together with the Electing Members, the “Exchanging Members.” In the event of a transaction that would otherwise be a Change in Control but for the requirement in the definition thereof that a Change in Control be consummated after the first anniversary of the date hereof, a Mandatory Exchange with respect to all Exchangeable Interests shall occur on the first business day following the first anniversary of the date hereof unless otherwise determined by the Incumbent Lazard Ltd Board.