Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Dupont Fabros Technology, Inc.), Constructive Ownership Definition (Digital Realty Trust, Inc.), Constructive Ownership Definition (Digital Realty Trust, Inc.)
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property)) or events, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership OP Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A11.2A; provided, that no such additional Partnership OP Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.4C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B4.4B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Planclass. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.4B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, 5.4 and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 7 contracts
Samples: Agreement (Carter Validus Mission Critical REIT II, Inc.), Steadfast Apartment REIT III, Inc., Steadfast Apartment REIT III, Inc.
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), and subject to Sections 18.6 and 19.6 hereof, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, : (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner limited partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, 4.3.C or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section Sections 5.4, Section 6.2.B6.2.C, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 6 contracts
Samples: Assignment and Assumption Agreement (Amb Property Lp), Assignment and Assumption Agreement (Amb Property Lp), Assignment and Assumption Agreement (Amb Property Corp)
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), and subject to Sections 17.6, 18.6 and 19.6 hereof, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, : (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner limited partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, 4.3.C or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section Sections 5.4, Section 6.2.B6.2.C, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 6 contracts
Samples: Assignment and Assumption Agreement (Amb Property Corp), Assignment and Assumption Agreement (Amb Property Lp), Assignment and Assumption Agreement (Amb Property Lp)
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion is hereby authorized without the approval of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property Limited Partners or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivvi) the right to vote, includingif any, without limitation, of each such class or series of Partnership Interests and (vii) the Limited Partner approval rights set forth of any class or series of Partnership Interests issued in Section 11.2.Aconnection with any tax protection agreement or any other similar arrangement; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of capital stock or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock PlanInterests. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 4 contracts
Samples: 1st stREIT Office Inc., Paramount Group, Inc., Paramount Group, Inc.
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Planclass. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B6.2.C, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for no tangible value or for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 3 contracts
Samples: BioMed Realty Trust Inc, BioMed Realty Trust Inc, BioMed Realty Trust Inc
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), and subject to Section 16.5 hereof, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner limited partner approval rights set forth in Section 11.2.A11.2.A hereof; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance4.3.C, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section Sections 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 3 contracts
Samples: Kilroy Realty, L.P., Kilroy Realty, L.P., Kilroy Realty, L.P.
Issuance of Additional Partnership Interests. The General PartnerPartner may, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A11.2.A hereof; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B4.3.C, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Planclass. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section Sections 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests for no tangible value or for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 3 contracts
Samples: Agreement (Shearson American REIT, Inc.), Agreement (Excel Trust, Inc.), Agreement (Excel Trust, Inc.)
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assetsContributions. In connection with any such additional Capital Contributions (of cash therewith or property)under the circumstances described in Section 4.4.B, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible property or intangible property, services, or other consideration permitted by the Act performance of services to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B6.2.C, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 2 contracts
Samples: Thomas Properties Group Inc, Thomas Properties Group Inc
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion is hereby authorized without the approval of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property Limited Partners or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, classes or one or more series of any of such classesseries, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to Common Units, LTIP Units or one or more other classes or series of Partnership Interests outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivvi) the right to vote, includingif any, without limitation, of each such class or series of Partnership Interests; and (vii) the Limited Partner approval rights set forth of any class or series of Partnership Interests issued in Section 11.2.Aconnection with any tax protection agreement or any other similar arrangement; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of stock or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such shares rights are substantially similar to the designations, preferences and other economic rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or Interests, (c) the additional Partnership Interests are issued pursuant to a Stock Planupon the conversion, redemption, or exchange of Debt, Units or other securities issued by the Partnership or (d) the issuance of such additional Partnership Interests is otherwise expressly contemplated by this Agreement. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 2 contracts
Samples: Original Agreement (Easterly Government Properties, Inc.), Original Agreement (Easterly Government Properties, Inc.)
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, : (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner limited partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, 4.3.C or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section Sections 5.4, Section 6.2.B6.2.C, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 2 contracts
Samples: Prologis, L.P., Amb Property Corp
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership OP Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership OP Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Planclass. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, 5.4 and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 2 contracts
Samples: Agreement (Carey Watermark Investors Inc), Carey Watermark Investors Inc
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property)) or events, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership OP Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth (if applicable) by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A11.2A; provided, that no such additional Partnership OP Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.4C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B4.4B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Planclass. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.4B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, 5.4 and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 2 contracts
Samples: Agreement (Steadfast Apartment REIT III, Inc.), Agreement (Steadfast Apartment REIT III, Inc.)
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion is hereby authorized without the approval of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property Limited Partners or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivvi) the right to vote, includingif any, without limitation, of each such class or series of Partnership Interests and (vii) the Limited Partner approval rights set forth of any class or series of Partnership Interests issued in Section 11.2.Aconnection with any tax protection agreement or any other similar arrangement; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of capital stock or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests Units are Common Units that are issued pursuant to a Stock Planall holders of Common Units in proportion to the number of Common Units held by each holder. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 2 contracts
Samples: Paramount Group, Inc., Paramount Group, Inc.
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion is hereby authorized without the approval of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property Limited Partners or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, classes or one or more series of any of such classesseries, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to Common Units, LTIP Units or one or more other classes or series of Partnership Interests outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivvi) the right to vote, includingif any, without limitation, of each such class or series of Partnership Interests; and (vii) the Limited Partner approval rights set forth of any class or series of Partnership Interests issued in Section 11.2.Aconnection with any tax protection agreement or any other similar arrangement; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of stock or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such shares rights that are substantially similar to the designations, preferences and other economic rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or Interests, (c) the additional Partnership Interests interests are issued pursuant to a Stock Planupon the conversion, redemption, or exchange of Debt, Units or other securities issued by the Partnership or (d) the issuance of such additional Partnership Units is otherwise expressly contemplated by this Agreement. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 2 contracts
Samples: American Farmland Co, American Farmland Co
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting causing the Partnership to accept additional Capital Contributions of cash. The General Partner may also cause the Partnership to accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property)) or events, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership OP Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, : (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.Aherein; provided, that no such additional Partnership OP Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.4C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B4.4B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, (b) the General Partner otherwise makes an additional Capital Contribution, or (bc) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Planclass. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.4B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 2 contracts
Samples: Procaccianti Hotel Reit, Inc., Carter Validus Mission Critical REIT II, Inc.
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized without the approval of the Limited Partners to cause the Partnership from time to time to issue to the Partners (including the General PartnerPartner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classesClasses (including the Classes specified in this Agreement or any other Classes), or one or more series of any of such classesClasses, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to one or more Classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class Class or series of Partnership Interests; (iiiii) the right rights of each such class Class or series of Partnership Interests to share in Partnership distributions; (iiiiv) the rights of each such class Class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivv) the right to vote, includingif any, without limitation, the Limited Partner approval rights set forth in Section 11.2.Aof each such Class or series of Partnership Interests; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of capital stock or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.3E of the same Class or that otherwise have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.3A (without limiting the foregoing, for example, the Partnership shall issue Advisor Class Units to the General Partner in connection with the issuance of Advisor Class REIT Shares), and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any proceeds, net proceeds of any underwriting compensation or other expenses paid by the Company in connection with such issuance (which for the avoidance of doubt shall not include sales loads or similar commissions paid by the shareholder), raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners holding in a manner that does not change the Partners’ relative interests in Partnership Interests in the same class in proportion to their respective Percentage Interests in such class capital or (c) the additional Partnership Interests are issued pursuant to a Stock Planprofits. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 2 contracts
Samples: Cole Real Estate Income Strategy (Daily Nav), Inc., Cole Real Estate Income Strategy (Daily Nav), Inc.
Issuance of Additional Partnership Interests. The General Partner, (a) Except as otherwise expressly provided in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property)this Agreement, the General Partner is hereby authorized to cause the Partnership to issue such additional partnership interests in the form of Units for any Partnership purpose at any time or from time to time to issue time, to Partners (including other than the General Partner) or to other Persons (includingPersons, for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without limitation, the approval of any Limited Partner. The Partnership may also from time to time issue to the General Partner additional Units in consideration of a contribution by the General Partner as contemplated by Section 3.09(a)(iii) or in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act a Permitted Transaction. Any additional Units issued pursuant to the Partnership) additional Partnership Units or other Partnership Interests, which this Section 4.02 may be Common Units or other Partnership Preferred Units and, if Preferred Units, may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, powers and duties, including rights, powers, powers and duties senior to Common or Preferred Units (subject to the terms of any existing Preferred Units) then existing Limited Partner Interestsoutstanding, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland lawand without the approval of any Limited Partner, including including, without limitation, in respect of (i) the allocations of items of Partnership income, gain, loss, deduction, deduction and credit to each such class or series of Partnership InterestsPreferred Units; (ii) the right of each such class or series of Partnership Interests Preferred Units to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests Preferred Units upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership a written designation of preferences setting forth the rights, powers, duties and preferences of each class or series of Preferred Units or other Partnership Interests shall be set forth as an additional Exhibit to this Agreement on or prior to the date of issuance of such Preferred Units (each a “Partnership Unit Designation”); and provided further, that with respect to Preferred Units issued to the General Partner unless either Partner, (a) (1x) the additional Partnership Interests are Preferred Units shall be issued in connection with the grant, award, or an issuance and sale of shares of capital stock of the General Partner pursuant to Section 4.3.C below, which shares have having designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar in economic effect to the designations, preferences and other rights of the such additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.BPreferred Units, and (2y) the net proceeds from the issuance of such shares by the General Partner shall make a Capital Contribution be contributed by the General Partner to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) exchange for additional Preferred Units at the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described value per Preferred Unit established in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests4.02(c).
Appears in 2 contracts
Samples: Duke Realty Limited Partnership/, Duke Realty Limited Partnership/
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion is hereby authorized without the approval of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property Limited Partners or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) subject to any Applicable Tax Protection Agreement, the rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the right rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivvi) the right to vote, includingif any, without limitation, of each such class or series of Partnership Interests and (vii) the Limited Partner approval rights set forth of any class or series of Partnership Interests issued in Section 11.2.Aconnection with any Applicable Tax Protection Agreement or any other similar arrangement; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of capital stock or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock PlanInterests. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 2 contracts
Samples: DiamondRock Hospitality Co, drhc.com
Issuance of Additional Partnership Interests. The General Partner, (a) Except as otherwise expressly provided in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property)this Agreement, the General Partner is hereby authorized to cause the Partnership to issue such additional partnership interests in the form of Units for any Partnership purpose at any time or from time to time to issue time, to Partners (including other than the General Partner) or to other Persons (includingPersons, for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without limitation, the approval of any Limited Partner. The Partnership may also from time to time issue to the General Partner additional Units in consideration of a contribution by the General Partner as contemplated by Section 3.09(a)(iii) or in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act a Permitted Transaction. Any additional Units issued pursuant to the Partnership) additional Partnership Units or other Partnership Interests, which this Section 4.02 may be Common Units or other Partnership Preferred Units and if Preferred Units, may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, powers and duties, including rights, powers, powers and duties senior to Common or Preferred Units (subject to the terms of any existing Preferred Units) then existing Limited Partner Interestsoutstanding, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland lawand without the approval of any Limited Partner, including including, without limitation, in respect of (i) the allocations of items of Partnership income, gain, loss, deduction, deduction and credit to each such class or series of Partnership InterestsPreferred Units; (ii) the right of each such class or series of Partnership Interests Preferred Units to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests Preferred Units upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership a written designation of preferences setting forth the rights, powers, duties and preferences of each class or series of Preferred Units or other Partnership Interests shall be set forth as an additional Exhibit to this Agreement on or prior to the date of issuance of such Preferred Units (each a “Partnership Unit Designation”); and provided further, that with respect to Preferred Units issued to the General Partner unless either Partner, (a) (1x) the additional Partnership Interests are Preferred Units shall be issued in connection with the grant, award, or an issuance and sale of shares of capital stock of the General Partner pursuant to Section 4.3.C below, which shares have having designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar in economic effect to the designations, preferences and other rights of the such additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.BPreferred Units, and (2y) the net proceeds from the issuance of such shares by the General Partner shall make a Capital Contribution be contributed by the General Partner to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) exchange for additional Preferred Units at the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described value per Preferred Unit established in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests4.02(c).
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Samples: Duke Realty Limited Partnership/, Duke Realty Limited Partnership/
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion is hereby authorized without the approval of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property Limited Partners or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivvi) the right to vote, includingif any, without limitation, of each such class or series of Partnership Interests and (vii) the Limited Partner approval rights set forth of any class or series of Partnership Interests issued in Section 11.2.Aconnection with any tax protection agreement or any other similar arrangement; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of the General Partner Company or New Securities of the Company pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such REIT Shares, other shares of the Company or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock PlanInterests. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
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Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized without the approval of the Limited Partners to cause the Partnership from time to time to issue to the Partners (including the General PartnerPartner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classesClasses (including the Classes specified in this Agreement or any other Classes), or one or more series of any of such classesClasses, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to one or more Classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class Class or series of Partnership Interests; (iiiii) the right rights of each such class Class or series of Partnership Interests to share in Partnership distributions; (iiiiv) the rights of each such class Class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivv) the right to vote, includingif any, without limitation, the Limited Partner approval rights set forth in Section 11.2.Aof each such Class or series of Partnership Interests; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of capital stock or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.3E of the same Class or that otherwise have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.3A (without limiting the foregoing, for example, the Partnership shall issue Class D Units to the General Partner in connection with the issuance of Class D REIT Shares), and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any proceeds, net proceeds of any underwriting compensation or other expenses paid by the Company in connection with such issuance (which for the avoidance of doubt shall not include sales loads or similar commissions paid by the shareholder), raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners holding in a manner that does not change the Partners’ relative interests in Partnership Interests in the same class in proportion to their respective Percentage Interests in such class capital or (c) the additional Partnership Interests are issued pursuant to a Stock Planprofits. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.)
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding 105 Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Issuance of Additional Partnership Interests. The Upon delivery of a Funding Notice, the General Partner, in its sole and absolute discretion, Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assetsContributions. In connection with any such additional Capital Contributions (of cash or property), ) the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, powers and duties, including rights, powers, powers and duties senior to then then-existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion Partner, subject to Maryland Delaware law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, deduction and credit to such class or series of Partnership Interests; , (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; distributions and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, provided that no such additional Partnership Common Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional and until each other Partner holding Partnership Interests are issued in connection with the grantis given an option, awardfor a period of 10 Business Days following delivery of notice of such option, to subscribe for any or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the all additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective its Percentage Interests in such class or (c) and upon the additional Partnership Interests are issued pursuant to making of a Stock Plan. The General Partner’s determination proportionate Capital Contribution; provided, further, that consideration is adequate this Agreement shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited amended to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are extent necessary to reflect the terms of any such Partnership Interests in one or more classes, or one or more series of any of such classes, including such designations, preferences and relative, participating, optional or other special rights, powers and duties, at the time of the issuance of such additional Partnership Interests.
Appears in 1 contract
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion is hereby authorized without the approval of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property Limited Partners or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Pennsylvania law, including including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Section 752 of the Code; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivvi) the right to vote, includingif any, without limitation, of each such class or series of Partnership Interests and (vii) the Limited Partner approval rights set forth of any class or series of Partnership Interests issued in Section 11.2.Aconnection with any tax protection agreement or any other similar arrangement; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of capital stock or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests Units are Common Units that are issued pursuant to a Stock Planall holders of Common Units in proportion to the number of Common Units held by each holder. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Gaming & Leisure Properties, Inc.
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized without the approval of the Limited Partners to cause the Partnership from time to time to issue to the Partners (including the General PartnerPartner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) the right rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivv) the right to vote, includingif any, without limitation, the Limited Partner approval rights set forth in Section 11.2.Aof each such class or series of Partnership Interests; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of capital stock or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any proceeds, net proceeds raised of any underwriting compensation or other expenses paid in connection with such issuance, raised in connection with such issuance or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests. By way of illustration, to reach its initial pool of potential investors, the Company intends to place its REIT Shares principally through intermediaries, including registered investment advisers and broker-dealers, that charge their clients a fee, however, the Company may also seek to make its REIT Shares available through other placement channels, including through commissioned registered representatives of broker-dealers; intermediaries that seek payment for distribution services through ongoing fees; and certain institutional investors and high-net worth individuals willing to make significant investments. In order to be attractive to each category of investors, the Company may need to issue additional classes of REIT Shares, each with different fee structures suited to these alternative placement channels and the Partnership Units or Partnership Interests that are issued in connection with the issuance of the additional classes of REIT Shares, will have designations, preferences and other rights such class or (c) that the economic interests attributable to such REIT Shares, are substantially similar to the designations, preferences and other rights of the additional Partnership Units or Partnership Interests are issued pursuant to a Stock Planissued. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, -------------------------------------------- Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), and subject to Section 16.5 and Section 17.5 hereof, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner limited partner approval rights set forth in Section 11.2.A11.2.A hereof; provided, that no such additional Partnership Units or other Partnership -------- Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance4.3.C, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section Sections 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Kilroy Realty Corp
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property)) or events, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership OP Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth (if applicable) by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. 11.2A. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.4B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, 5.4 and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 1 contract
Samples: Steadfast Apartment REIT, Inc.
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions Contributions, including, without limitation, the issuance of cash. The General Partner may also accept additional Capital Contributions of Partnership Units for interests in real property or any other non-cash assetsproperty. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including and as set forth in an amendment to this Agreement, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that PROVIDED THAT no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B4.3.C, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the pursuant to Section 4.4; PROVIDED FURTHER, that no such additional Partnership Units or Partnership Interests are shall be issued if such issuance would cause, or in the opinion of counsel selected by the General Partner, could cause (i) the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code, a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code); and (ii) any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as Section 2510.3-101 of the adequacy regulations of consideration relates to whether the Partnership Interests are validly issued and paidUnited States Department of Labor. In the event that the Partnership issues additional Partnership Units or Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.45.5, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Grove Real Estate Asset Trust
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Planclass. The General Partner’s 's determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B6.2.C, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for no tangible value or for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 1 contract
Samples: BioMed Realty Trust Inc
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), and subject to Sections 16.5 and 19.7 hereof, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner limited partner approval rights set forth in Section 11.2.A11.2.A hereof; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance4.3.C, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section Sections 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Kilroy Realty Corp
Issuance of Additional Partnership Interests. The Upon delivery of a Funding Notice to the Specified Limited Partner, the General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept Contributions, subject to Section 4.3.F in the event additional Capital Contributions of real property or any other non-cash assetsare made in cash. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that PROVIDED THAT no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.E below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance4.3.D, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.D, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.45.5, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Arden Realty Group Inc
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion is hereby authorized without the approval of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property Limited Partners or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized Person to cause the Partnership from time to time to issue to the Partners (including the General PartnerPartner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) subject to any Applicable Tax Protection Agreement, the rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the right rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivvi) the right to vote, includingif any, without limitation, of each such class or series of Partnership Interests and (vii) the Limited Partner approval rights set forth of any class or series of Partnership Interests issued in Section 11.2.Aconnection with any Applicable Tax Protection Agreement or any other similar arrangement; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or any direct or indirect wholly owned Subsidiary of the General Partner, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of REIT Shares, other shares of capital stock or New Securities of the General Partner pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or any direct or indirect wholly owned Subsidiary of the General Partner (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall shall, directly or indirectly, make a Capital Contribution capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock PlanInterests. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Hertz Group Realty Trust, Inc.
Issuance of Additional Partnership Interests. The General Partner, (a) Except as otherwise expressly provided in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property)this Agreement, the General Partner is hereby authorized to cause the Partnership to issue such additional partnership interests in the form of Units for any Partnership purpose at any time or from time to time, to Partners (other than the General Partner or Parent) or to other Persons, for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. The Partnership may also from time to time to issue to Partners (including the General PartnerPartner or Parent additional Units in consideration of a contribution by Parent or the General Partner as contemplated by Section 3.09(a)(iii) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act a Permitted Transaction. Any additional Units issued pursuant to the Partnership) additional Partnership Units or other Partnership Interests, which this Section 4.02 may be Common Units or other Partnership Preferred Units and if Preferred Units, may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, powers and duties, including rights, powers, powers and duties senior to Common or Preferred Units (subject to the terms of any existing Preferred Units) then existing Limited Partner Interestsoutstanding, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland lawand without the approval of any Limited Partner, including including, without limitation, in respect of (i) the allocations of items of Partnership income, gain, loss, deduction, deduction and credit to each such class or series of Partnership InterestsPreferred Units; (ii) the right of each such class or series of Partnership Interests Preferred Units to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests Preferred Units upon dissolution and liquidation of the Partnership; PROVIDED, THAT a written designation of preferences setting forth the rights, powers, duties and preferences of each class or series of Preferred Units shall be set forth as an additional Exhibit to this Agreement on or prior to the date of issuance of such Preferred Units (iv) together with the right to vote, including, without limitation, the Limited Partner approval rights designations set forth in Section 11.2.AEXHIBITS D THROUGH J, the "Partnership Unit Designations" and each a "Partnership Unit Designation"); providedand PROVIDED FURTHER, that no such additional Partnership THAT with respect to Preferred Units or other Partnership Interests shall be issued to the General Partner unless either or Parent, (a) (1x) the additional Partnership Interests are Preferred Units shall be issued in connection with the grant, award, or an issuance and sale of shares of the General Partner pursuant to Section 4.3.C below, which shares have capital stock of Parent having designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar in economic effect to the designations, preferences and other rights of such additional Preferred Units, and (y) the net proceeds from the issuance of such shares by Parent shall be contributed by Parent to the Partnership in exchange for additional Partnership Interests issued Preferred Units at the value per Preferred Unit established in Section 4.02(c) or to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner which shall make a Capital Contribution then contribute such proceeds to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership InterestsPartnership.
Appears in 1 contract
Samples: Duke Realty Investments Inc
Issuance of Additional Partnership Interests. The (1) Upon delivery of a Funding Notice, the General Partner, in its sole and absolute discretion, Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assetsContributions. In connection with any such additional Capital Contributions (of cash or property), ) the General Partner is hereby authorized authorized, subject to Section 4.3C(2), to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, powers and duties, including rights, powers, powers and duties senior to then then-existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion Partner, subject to Maryland Delaware law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, deduction and credit to such class or series of Partnership Interests; , (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; distributions and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, that this Agreement shall be amended to the extent necessary to reflect the terms of any such Partnership Interests in one or more classes, or one or more series of any of such classes, including such designations, preferences and (iv) relative, participating, optional or other special rights, powers and duties, at the right to vote, including, without limitation, time of the Limited Partner approval rights set forth in Section 11.2.Aissuance of additional Partnership Interests; provided, further, that no such amendment may be made to reflect the terms of additional Partnership Units or other Partnership Interests shall to be issued to the General Partner unless either (aother than additional Common Units) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares without Consent of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership InterestsLimited Partners.
Appears in 1 contract
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assetsContributions. In connection with any such additional Capital Contributions (of cash or property)therewith, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.6.2.C,
Appears in 1 contract
Samples: Maguire Properties Inc
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership OP Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership OP Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.4.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B4.4.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Planclass. The General Partner’s 's determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.4.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, 5.4 and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 1 contract
Samples: Carey Watermark Investors 2 Inc
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assetsContributions. In connection with any such additional Capital Contributions (of cash or property)therewith, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B6.2.C, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Maguire Properties Inc
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, Partner -------------------------------------------- may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner also may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), and subject to Section 16.5 hereof, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner limited partner approval rights set forth in Section 11.2.A11.2.A hereof; provided, that no such additional Partnership Units or other Partnership -------- Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance4.3.C, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidclass. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Kilroy Realty Corp
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion is hereby authorized without the approval of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property Limited Partners or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, services or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, and relative, participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, powers and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, including including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Partnership Interests; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions; (iiiv) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (ivvi) the right to vote, includingif any, without limitation, of each such class or series of Partnership Interests and (vii) the Limited Partner approval rights set forth of any class or series of Partnership Interests issued in Section 11.2.Aconnection with any tax protection agreement or any other similar arrangement; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, award or issuance of shares REIT Shares or New Securities of the General Partner Company pursuant to Section 4.3.C below, which shares 4.2E that have designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such shares REIT Shares or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.3.B4.2A, and (2) the General Partner shall Company shall, directly or indirectly, make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock PlanInterests. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates related to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.
Appears in 1 contract
Samples: Nico Echo Park, Benefit Corp
Issuance of Additional Partnership Interests. The General PartnerPartner may, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued issued, in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, relative participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A11.2.A hereof; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1a)(1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B4.3.C, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any the net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Planclass. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section Sections 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests for no tangible value or for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the best interests of the Partnership.
Appears in 1 contract
Samples: Agreement (Excel Trust, Inc.)
Issuance of Additional Partnership Interests. The General Partner, (a) Except as otherwise expressly provided in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property)this Agreement, the General Partner is hereby authorized to cause the Partnership to issue such additional partnership interests in the form of Units for any Partnership purpose at any time or from time to time to issue time, to Partners (including other than the General Partner) or to other Persons (includingPersons, for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without limitation, the approval of any Limited Partner. The Partnership may also from time to time issue to the General Partner additional Units in consideration of a contribution by the General Partner as contemplated by Section 3.09(a)(iii) or in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act a Permitted Transaction. Any additional Units issued pursuant to the Partnership) additional Partnership Units or other Partnership Interests, which this Section 4.02 may be Common Units or other Partnership Preferred Units and if Preferred Units, may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange optional or other special rights, powers, powers and duties, including rights, powers, powers and duties senior to Common or Preferred Units (subject to the terms of any existing Preferred Units) then existing Limited Partner Interestsoutstanding, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland lawand without the approval of any Limited Partner, including including, without limitation, in respect of (i) the allocations of items of Partnership income, gain, loss, deduction, deduction and credit to each such class or series of Partnership InterestsPreferred Units; (ii) the right of each such class or series of Partnership Interests Preferred Units to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests Preferred Units upon dissolution and liquidation of the Partnership; provided, that a written designation of preferences setting forth the rights, powers, duties and preferences of each class or series of Preferred Units shall be set forth as an additional Exhibit to this Agreement on or prior to the date of issuance of such Preferred Units (iv) together with the right to vote, including, without limitation, the Limited Partner approval rights designations set forth in Section 11.2.AExhibits D through J, the “Partnership Unit Designations” and each a “Partnership Unit Designation”); providedand provided further, that no such additional Partnership with respect to Preferred Units or other Partnership Interests shall be issued to the General Partner unless either Partner, (a) (1x) the additional Partnership Interests are Preferred Units shall be issued in connection with the grant, award, or an issuance and sale of shares of capital stock of the General Partner pursuant to Section 4.3.C below, which shares have having designations, preferences, preferences and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar in economic effect to the designations, preferences and other rights of the such additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.BPreferred Units, and (2y) the net proceeds from the issuance of such shares by the General Partner shall make a Capital Contribution be contributed by the General Partner to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) exchange for additional Preferred Units at the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described value per Preferred Unit established in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests4.02(c).
Appears in 1 contract
Samples: Duke Realty Limited Partnership/
Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions Contributions, including, without limitation, the issuance of cash. The General Partner may also accept additional Capital Contributions of real Units for property or any other non-cash assetsinterests in property. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act property to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, relative participating, optional, conversion, exchange optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland Delaware law, and as may be set forth by amendment to this Agreement to reflect the foregoing, including without limitation, (i1) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii2) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii3) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv4) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A11.2.A hereof; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance4.3.C, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Partnership Interests in such class or (c) class; provided, however, that any Limited Partner Interests acquired by the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate Partner shall be conclusive insofar as automatically converted into a General Partner Interest comprised of an identical number of Units of the adequacy of consideration relates to whether the Partnership Interests are validly issued and paidsame class. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, 5.4 and Section 6.2.B, and Section 8.6hereof) as it determines are necessary to reflect the issuance of such additional Partnership Interests. Pursuant to this Section 4.3.C, the Partnership has heretofore established and issued the Series B Preferred Units. The terms and conditions of the Series B Preferred Units are set forth in Attachment A, attached hereto and made part hereof.
Appears in 1 contract
Samples: Prime Group Realty Trust
