Common use of Issuances of Additional Partnership Interests Clause in Contracts

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other Persons additional Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each 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; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the Company, as the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares by the Company, which shares have designations, preferences and other 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 Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other Persons additional Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each 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; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the Company, as the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of additional REIT Shares or other shares by Preferred REIT Shares of the CompanyGeneral Partner, which shares have designations, preferences and other 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 Company General Partner in accordance with this Section 4.2.A, and (2) the Company General Partner shall make a Capital Contribution to the Partnership in an amount equal to the net proceeds raised in connection with the issuance of such issuanceadditional REIT Shares or Preferred REIT Shares of the General Partner, or (b) the additional Partnership Interests in the applicable class or series are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this AgreementInterests in such class or series.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other Persons additional Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each 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; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the Company, as Gables Trust or the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares by the CompanyGables Trust, which shares have designations, preferences and other 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 Company Gables Trust or the General Partner in accordance with this Section 4.2.A, and (2) either (x) the Company Gables Trust shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with such issuanceissuance or (y) the Gables Trust shall transfer to the General Partner, by loan or contribution, an amount equal to the proceeds raised in connection with the issuance of such shares of the Gables Trust and, in turn, the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the amount transferred to it by the Gables Trust or (z) through a combination of (x) and (y) above a Capital Contribution equal to the proceeds raised in connection with the issuance of such shares is made to the Partnership, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. (a) The General Partner is hereby authorized authorized, without the need for any vote or approval of any Partner or any other Person who may hold OP Units or Partnership Interests, to cause the Partnership from time to time to issue to the Partners any existing Partner (including the General Partner) or to any other Persons additional Partnership Person (including Affiliates of the General Partner), and to admit such Person as a limited partner in the Partnership, OP Units (including, without limitation, Common Units and preferred OP Units) or other Partnership Interests Interests, in each case in exchange for the contribution by such Person of property or other assets, in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to other classes of Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each 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; provided provided, that no such additional Partnership OP Units or other Partnership Interests shall be issued to the Company, as the General Partner or a Limited Partner, STAG REIT unless either (a)(1A)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares securities by the CompanySTAG REIT, which shares securities have designations, preferences and other rights such that the economic interests attributable to such shares securities are substantially similar comparable to the designations, preferences and other rights rights, except voting rights, of the additional Partnership Interests issued to the Company General Partner or STAG REIT in accordance with this Section 4.2.A4.2(a), and (2) the Company General Partner or STAG REIT shall make a Capital Contribution to the Partnership in an amount equal to the proceeds proceeds, if any, raised in connection with such issuance, ; or (bB) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage InterestsInterests in such class. In addition, the Company General Partner or STAG REIT may acquire OP Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other Persons additional Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each 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; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the Company, as the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares by the Company, which shares have designations, preferences and other 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 Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other Persons additional Limited Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including including, rights, powers and duties senior to the Limited Partners (including the Original Limited Partners and their heirs, successors and assigns), except that, notwithstanding the foregoing, with respect to the Original Limited Partners Related Assets, any such additional Limited Partnership Units or Partnership Interests shall, if at all, only carry or give to their holders rights to receive distributions (as to amount, timing, and priority) junior to the rights of the Original Limited Partners as set forth in 194 this Agreement with respect to the Original Limited Partners Related Assets unless and until (and not before) the General Partner Interestshas made the election provided for in Section 5.2 of this Agreement. Following the making of such election, all the rights as to distributions pertaining to such additional Limited Partnership Units or Partnership Interests may be equal or junior to those of the Original Limited Partners and their heirs, successors and assigns. Subject to the foregoing, the rights, privileges, benefits, burdens, and restrictions relating to any such additional Limited Partnership Units or Partnership Interests shall be determined by the General Partner in its sole and absolute discretion (but without creating different priorities as between the Limited Partner Interests and the General Partner Interests received by the General Partner and the Original Limited Partners in connection with the contributions provided for under the Master Contribution Agreement), subject to Delaware law, including, without limitation, : (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each 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; provided that no such additional Limited Partnership Units or other Partnership Interests shall be issued to the CompanyGeneral Partner, as the General Partner, or a Limited Partner, or to an Affiliate of either the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an for a fair economic consideration determined at the time of or within ninety (90) days prior to the issuance, or unless the issuance of REIT Shares or other shares by the Company, which shares have designations, preferences and other 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 is otherwise permitted under the terms and provisions of this Agreement. A determination by an independent investment banker or financial advisor that the consideration paid or proposed to be paid by the Company General Partner in accordance with this Section 4.2.Aregard is a fair economic consideration, and (2) the Company shall make or is otherwise fair from a Capital Contribution financial point of view, to the Partnership shall be conclusive and binding upon all parties hereto for all purposes, and shall constitute a conclusive, non-rebuttable presumption that the consideration so paid represented fair, good faith, and proper action by the General Partner with the Partnership as concerns the General Partner's dealings and transactions with the Partnership in an amount equal relation to the proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other Persons additional Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each 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; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the Company, as the General Partner or a Limited Partnerany of their respective Subsidiaries or Affiliates, unless either (a)(1x) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares by the Company, which shares have designationsthe General Partner or their Subsidiary or Affiliate, preferences and other rights such that the economic interests attributable to such shares are substantially similar to the designationsas applicable, preferences and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised fair market value of such Partnership Units or other Partnership Interests (as determined in connection good faith by the General Partner, provided, however, that for purposes hereof the fair market value of a Common Unit of the same class of Common Units held by the Summit Limited Partners shall be equal to (A) the Value of that number of REIT Shares (or fraction thereof) comprising the REIT Shares Amount attributable to a single Common Unit of such class as of the date of issuance of such Common Unit or (B) with such issuancerespect to issuances on the Effective Date, the Cash Consideration (as defined in the Merger Agreement), or (by) the additional Partnership Units or other Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition; and provided further that no such additional Partnership Units or other Partnership Interests shall be issued to the Company, the Company may acquire Units from other General Partner or one of their respective Subsidiaries or Affiliates, with rights to distributions during the operation or upon liquidation of the Partnership that are senior to the distributions of the Summit Limited Partners during the operation or upon the liquidation of the Partnership or with rights to Net Losses that would result in a change in the priority of allocation of Net Losses pursuant to this AgreementSection 6.1(b) hereof in a manner that has an adverse effect upon any of the Summit Limited Partners.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time to issue time, to the Partners (including the General Partner) 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 Partners, which terms and conditions shall be set forth in an amendment (including an additional exhibit) to this Agreement. Any additional Partnership Units or other Partnership Interests issued thereby 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 or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each 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; provided that no such additional . Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units or other Partnership Interests shall be issued to the Companyfor less than fair market value, so long as the General Partner or a Limited Partner, unless either (a)(1) concludes in good faith that such issuance is in the additional Partnership Interests are issued in connection with an best interests of the Company and the Partnership. Upon each issuance of REIT Shares or other shares by Partnership Units hereunder, the Company, which shares have designations, preferences and other rights such that the economic interests attributable General Partner shall amend Exhibit A attached hereto to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with reflect such issuance, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other Persons additional Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware Tennessee law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each 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; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the Company, as the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of additional REIT Shares or other shares by Preferred REIT Shares of the CompanyGeneral Partner, which shares have designations, preferences and other 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 Company General Partner in accordance with this Section 4.2.A4.2A, and (2) the Company General Partner shall make a Capital Contribution to the Partnership in an amount equal to the net proceeds raised in connection with the issuance of such issuanceadditional REIT Shares or Preferred REIT Shares of the General Partner, or (b) the additional Partnership Interests in the applicable class or series are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this AgreementInterests in such class or series.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership to issue additional Partnership Interests and to admit such Person as a Partner, for any Partnership purpose at any time or from time to time time, including but not limited to issue additional classes of Partnership Units issued in connection with acquisitions of properties, to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partner. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units (i) upon the conversion, redemption or exchange of any debt or other securities issued by the Partnership, (ii) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (iii) in connection with any merger of any other entity into the Partnership or any Subsidiary of the Partnership if the applicable merger agreement provides that such entity or its owners are to receive Partnership Units in exchange for their interests in the entity merging into the Partnership or any Subsidiary of the Partnership. Any additional Partnership Units or other Partnership Interests issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, redemption rights, conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to any Limited Partner Interests, all as shall be determined by the General Partner in its sole discretion and absolute discretion subject without the approval of any Limited Partner. Without limiting the generality of the foregoing, the General Partner shall have authority to Delaware law, including, without limitation, specify (iA) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; , (iiB) the right of each such class or series of Partnership Interests to share in Partnership distributions; and , (iiiC) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership, (D) the voting rights, if any, of each such class or series of Partnership Interests and (E) the conversion, redemption or exchange rights applicable to each such class or series of Partnership Interests; provided provided, however, that no such additional Partnership Units or other Partnership Interests shall be issued to the Company, as the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares by the Company, which shares have designations, preferences and other 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 Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.unless: