ISSUANCE OF OP UNITS. The Operating Partnership shall, in exchange for the Partnership Interest and after taking into account the transfer of the Excluded Interests to the Contributor, increase or decrease the number of OP Units issued to the Contributor in accordance with EXHIBIT D hereto. The increase or decrease of OP Units Issued to the Contributor shall be evidenced by either an amendment (the "Amendment") to the OP Agreement or by certificates relating to such units (the "Certificates") in either case, as shall be acceptable to the Contributor. The parties shall take such additional actions and execute such additional documentation as may be required by the Partnership Agreement and the OP Agreement in order to effect the transactions contemplated hereby.
ISSUANCE OF OP UNITS. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership shall, in exchange for the Contributed Interests contributed by each Contributor, issue to such Contributor a number of OP Units equal to such Contributor’s Formation Transaction Value, as the same may be adjusted in accordance with Section 1.04 below, divided by the Factor. No fractional OP Units shall be issued pursuant to this Agreement. If aggregating all OP Units that a Contributor would otherwise be entitled to receive as a result of any of the Formation Transactions would require the issuance of a fractional OP Unit, the number of OP Units which such Contributor shall be entitled to receive shall be rounded to the nearest whole number.”
ISSUANCE OF OP UNITS. (i) The Contributor understands that the OP Units being issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities Laws (“Blue Sky Laws”), in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such OP Units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws.
ISSUANCE OF OP UNITS. Section 1.03 of the Contribution Agreement is hereby deleted in its entirety and replaced with the following:
ISSUANCE OF OP UNITS. Upon exercise of its participation rights under this Section 4.1 by Buyer in connection with the issuance by the Company of OP Units, Buyer shall have the right to purchase, and, upon such exercise, the Company will be required to issue to Buyer, the number of shares of Company Common Stock equal to the number of OP Units Buyer is entitled to purchase under Section 4.1(a) hereof. Such shares of Company Common Stock shall be issued by the Company in lieu of such number of OP Units Buyer would otherwise be entitled to purchase under Section 4.1(a) hereof.
ISSUANCE OF OP UNITS. (a) The General Partner may cause the Partnership to issue additional OP Units for value from time to time (i) to existing Partners (including itself), (ii) to new Partners, or (iii) to itself in connection with the issuance of additional stock or securities by it, at the Issue Price set forth in Section (b) below. The Issue Price shall be paid to the Partnership in cash, or in such other form as may be acceptable to the General Partner; provided, however, that if the General Partner issues shares of stock to its employees pursuant to any stock option, restricted stock or other employee benefit plan, the Issue Price of the OP Units purchased as a consequence thereof shall be paid in cash or property only to the extent of the cash or property received by the General Partner in exchange for such stock, and the Partnership shall be deemed to have received other value equal to the remainder of the Issue Price.
ISSUANCE OF OP UNITS. The Operating Partnership shall, in exchange for the Cash Consideration contributed by the Advisor, issue to the Advisor a number of OP Units equal to 83,333, with an aggregate value equivalent to the Cash Consideration. No fractional OP Units shall be issued pursuant to this Agreement. The ownership of such OP Units by the Advisor shall be reflected in the Amended Partnership Agreement.
ISSUANCE OF OP UNITS. The OP Units when issued, will be duly and validly authorized and issued, free of any preemptive or similar rights, without any obligation to restore capital except as required by the DRULPA or as agreed between the OP and any limited partner in the OP.
ISSUANCE OF OP UNITS. At the Closing: (i) the OP Units issued by ROIP to Seller will be duly authorized by the REIT or ROIP, as applicable, and, when issued against Consideration therefor, will be validly issued by the REIT or ROIP, fully paid and non-assessable; and (ii) Seller will be admitted as a limited partner of the Partnership entitled to all of the rights, privileges and other benefits of limited partners holding similar interests under the Partnership Agreement.
ISSUANCE OF OP UNITS. The Operating Partnership shall, in exchange for the SLP Interest contributed by the Special Limited Partner and the Cash Consideration contributed by AREP, issue (i) to the Special Limited Partner an amount of OP Units equivalent to 6,734,148 “OP Units” of the Parent OP in accordance with the Merger Agreement and (ii) to AREP an amount of OP Units equivalent to 79,872 “OP Units” of the Parent OP, with an aggregate value equivalent to the Cash Consideration, in accordance with the Merger Agreement. No fractional OP Units shall be issued pursuant to this Agreement. If the formula for calculating the number of OP Units issuable pursuant to this Agreement would require the issuance of a fractional OP Unit, the number of OP Units which the Special Limited Partner or AREP shall be entitled to receive, as applicable, shall be rounded to the nearest whole number. The Operating Partnership shall revise the Partnership Agreement to reflect the ownership of such OP Units by the Special Limited Partner and AREP. Immediately thereafter, upon the consummation of the Mergers, the OP Units will be converted into “OP Units” of the Parent OP in accordance with the Merger Agreement.
