Common use of Limited Partner Interests Clause in Contracts

Limited Partner Interests. The Class A common units of limited partner interest in the Operating Partnership (“OP Units”), Class B common units of limited partner interest in the Operating Partnership (“SP Units”), long-term incentive plan units in the Operating Partnership (“LTIP Units”), Class X common units of limited partner or limited liability company interest in subsidiaries of the Operating Partnership (each such partnership, a “DownREIT Partnership” and such units, “DownREIT OP Units”) and Class B common units of limited partner or limited liability company interest in a DownREIT Partnership (“DownREIT SP Units”, and together with OP Units, SP Units, LTIP Units and DownREIT OP Units, collectively, “Units”) conform in all material respects to the descriptions thereof contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding Units have been duly authorized and validly issued and have been issued in compliance with all federal and state securities laws. None of the outstanding Units was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Operating Partnership or any DownREIT Partnership. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any Units or other ownership interests of the Operating Partnership or any DownREIT Partnership, other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The OP Units to be issued to the Company by the Operating Partnership in connection with the Company’s issuance of the Offered Shares have been duly authorized for issuance by the Operating Partnership to the Company and, at the First Closing Time, will be validly issued and fully paid. All OP Units to be issued in connection with the Company’s issuance of the Offered Shares will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws. The number of OP Units outstanding immediately after the First Closing Date will be as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided, that to the extent that any portion of the option to purchase Optional Shares described in Section 2(c) hereof is exercised prior to the First Closing Date, the number of OP Units outstanding immediately after the First Closing Date will be adjusted accordingly. The number of Units (other than OP Units) outstanding as of the Applicable Time is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Limited Partner Interests. The Class A common units of limited partner interest in the Operating Partnership (“OP Units”), Class B common units of limited partner interest in the Operating Partnership (“SP Units”), long-term incentive plan units in the Operating Partnership (“LTIP Units”), Class X common units of limited partner or limited liability company interest in subsidiaries of the Operating Partnership (each such partnership, a “DownREIT Partnership” and such units, “DownREIT OP Units”) and Class B common units of limited partner or limited liability company interest in a DownREIT Partnership (“DownREIT SP Units”, and together with OP Units, SP Units, LTIP Units and DownREIT OP Units, collectively, “Units”) conform in all material respects to the descriptions thereof contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding Units have been duly authorized and validly issued and have been issued in compliance with all federal and state securities laws. None of the outstanding Units was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Operating Partnership or any DownREIT Partnership. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any Units or other ownership interests of the Operating Partnership or any DownREIT Partnership, other than those described in the Registration Statement, the Time of Sale Prospectus Prospectus, and the Prospectus. The OP Units to be issued to the Company by the Operating Partnership in connection with the Company’s issuance of the Offered Shares have been duly authorized for issuance by the Operating Partnership to the Company and, at on the First Closing Timeapplicable Settlement Date, will be validly issued and fully paid. All OP Units to be issued in connection with the Company’s issuance of the Offered Shares will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws. The number outstanding Units of the Operating Partnership are as set forth in the table appearing under the note to the Company’s financial statements titled “Noncontrolling Interests” appearing in the most recent Annual Report on Form 10-K or, if more recent, the most recent Quarterly Report on Form 10-Q (including any Form 10-K/A or Form 10-Q/A) (other than for subsequent issuances, if any, pursuant to the Sales Agreements, any Terms Agreement or employee benefit plans, or upon the exercise, redemption, or exchange of convertible or exchangeable securities, including OP Units and issuances of OP Units outstanding immediately after in connection with acquisitions and conversions of OP Units into SP Units in accordance with, and as defined by, the First Closing Date will be as set forth Partnership Agreement, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided, that to the extent that any portion of the option to purchase Optional Shares described in Section 2(c) hereof is exercised prior to the First Closing Date, the number of OP Units outstanding immediately after the First Closing Date will be adjusted accordingly. The number of Units (other than OP Units) outstanding as of the Applicable Time is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.)

Limited Partner Interests. The Class A common units of limited partner interest in the Operating Partnership (“OP Units”), Class B common units of limited partner interest in the Operating Partnership (“SP Units”), long-term incentive plan units in the Operating Partnership (“LTIP Units”), Class X common units of limited partner or limited liability company interest in subsidiaries of the Operating Partnership (each such partnership, a “DownREIT Partnership” and such units, “DownREIT OP Units”) and Class B common units of limited partner or limited liability company interest in a DownREIT Partnership (“DownREIT SP Units”, and together with OP Units, SP Units, LTIP Units and DownREIT OP Units, collectively, “Units”) conform in all material respects to the descriptions thereof contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding Units have been duly authorized and validly issued and have been issued in compliance with all federal and state securities laws. None of the outstanding Units was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Operating Partnership or any DownREIT Partnership. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any Units or other ownership interests of the Operating Partnership or any DownREIT Partnership, other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The OP Units to be issued to the Company by the Operating Partnership in connection with the Company’s issuance of the Offered Shares have been duly authorized for issuance by the Operating Partnership to the Company and, at the First Closing Time, will be validly issued and fully paid. All OP Units to be issued in connection with the Company’s issuance of the Offered Shares will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws. The number of OP Units outstanding immediately after the First Closing Date will be as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided, that to the extent that any portion of the option to purchase Optional Option Shares described in Section 2(c) hereof is exercised prior to the First Closing Date, the number of OP Units outstanding immediately after the First Closing Date will be adjusted accordingly. The number of Units (other than OP Units) outstanding as of the Applicable Time is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Limited Partner Interests. The Class A common units of limited partner interest in the Operating Partnership (“OP Units”), Class B common units of limited partner interest in the Operating Partnership (“SP Units”), long-term incentive plan units in the Operating Partnership (“LTIP Units”), Class X common units of limited partner or limited liability company interest in subsidiaries of the Operating Partnership (each such partnership, a “DownREIT Partnership” and such units, “DownREIT OP Units”) and Class B common units of limited partner or limited liability company interest in a DownREIT Partnership (“DownREIT SP Units”, and together with OP Units, SP Units, LTIP Units and DownREIT OP Units, collectively, “Units”) conform in all material respects to the descriptions thereof contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding Units have been duly authorized and validly issued and have been issued in compliance with all federal and state securities laws. None of the outstanding Units was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Operating Partnership or any DownREIT Partnership. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any Units or other ownership interests of the Operating Partnership or any DownREIT Partnership, other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The OP Preferred Units to be issued to the Company by the Operating Partnership in connection with the Company’s issuance of the Offered Shares have been duly authorized for issuance by the Operating Partnership to the Company and, at the First Closing Time, will be validly issued and fully paid. All OP Preferred Units to be issued in connection with the Company’s issuance of the Offered Shares will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws. The OP Units to be issued by the Operating Partnership upon conversion of the Preferred Units have been duly authorized for issuance upon conversion of the Preferred Units, and when issued upon conversion of the Preferred Units in accordance with the terms of the Partnership Amendment, will be validly issued and fully paid, and the issuance of such OP Units will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the OP Units. The number of OP Units outstanding immediately after the First Closing Date will be as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided, that to the extent that any portion of the option to purchase Optional Shares described in Section 2(c) hereof is exercised prior to the First Closing Date, the number of OP Preferred Units outstanding immediately after the First Closing Date will be adjusted accordingly. The number of Units (other than OP Units) outstanding as of the Applicable Time is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Limited Partner Interests. The Class A common units of limited partner interest in the Operating Partnership (“OP Units”), Class B common units of limited partner interest in the Operating Partnership (“SP Units”), long-term incentive plan units in the Operating Partnership (“LTIP Units”), Class X common units of limited partner or limited liability company interest in subsidiaries of the Operating Partnership (each such partnership, a “DownREIT Partnership” and such units, “DownREIT OP Units”) and ), Class B common units of limited partner or limited liability company interest in a DownREIT Partnership (“DownREIT SP Units”), 6.000% Series A cumulative redeemable preferred units of limited partnership interest in the Operating Partnership (“Series A Preferred Units”) and 6.000% Series A-1 cumulative redeemable preferred units of limited partnership interest in the Operating Partnership (the “Series A-1 Preferred Units”, and together with OP Units, SP Units, LTIP Units, DownREIT OP Units, DownREIT SP Units and DownREIT OP Series A Preferred Units, collectively, “Units”) conform in all material respects to the descriptions thereof contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding Units have been duly authorized and validly issued and have been issued in compliance with all federal and state securities laws. None of the outstanding Units was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Operating Partnership or any DownREIT Partnership. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any Units or other ownership interests of the Operating Partnership or any DownREIT Partnership, other than those described in the Registration Statement, the Time of Sale Prospectus Prospectus, and the Prospectus. The OP Units and Series A Preferred Units to be issued to the Company by the Operating Partnership in connection with the Company’s issuance of the Offered Common Shares or Series A Preferred Shares, respectively, have been duly authorized for issuance by the Operating Partnership to the Company and, at on the First Closing Timeapplicable Settlement Date, will be validly issued and fully paid. All OP Units and Series A Preferred Units to be issued in connection with the Company’s issuance of the Offered Common Shares and Series A Preferred Shares, respectively, will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws. The number outstanding Units (other than the Series A Preferred Units) of the Operating Partnership are as set forth in the table appearing under the note to the Company’s financial statements titled “Noncontrolling Interests” appearing in the most recent Annual Report on Form 10-K or, if more recent, the most recent Quarterly Report on Form 10-Q (including any Form 10-K/A or Form 10-Q/A) (other than for subsequent issuances after the period set forth in the applicable Form 10-K or Form 10-Q, if any, pursuant to this Agreement, any Terms Agreement or employee benefit plans, or upon the exercise, redemption, or exchange of convertible or exchangeable securities, including OP Units and issuances of OP Units outstanding immediately after in connection with acquisitions and conversions of OP Units into SP Units in accordance with, and as defined by, the First Closing Date will be as set forth Partnership Agreement, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided, that to the extent that any portion of the option to purchase Optional Shares described in Section 2(c) hereof is exercised prior to the First Closing Date, the number of OP Units outstanding immediately after the First Closing Date will be adjusted accordingly. The number of Units (other than OP Units) outstanding as of the Applicable Time is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.)

Limited Partner Interests. The Class A common units of limited partner interest in the Operating Partnership (“OP Units”), Class B common units of limited partner interest in the Operating Partnership (“SP Units”), long-term incentive plan units in the Operating Partnership (“LTIP Units”), Class X common units of limited partner or limited liability company interest in subsidiaries of the Operating Partnership (each such partnership, a “DownREIT Partnership” and such units, “DownREIT OP Units”) and Class B common units of limited partner or limited liability company interest in a DownREIT Partnership (“DownREIT SP Units”, and together with OP Units, SP Units, LTIP Units and DownREIT OP Units, collectively, “Units”) conform in all material respects to the descriptions description thereof contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding Units have been duly authorized and validly issued and have been issued in compliance with all federal and state securities laws. None of the outstanding Units was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Operating Partnership or any DownREIT Partnership. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any Units or other ownership interests of the Operating Partnership or any DownREIT Partnership, other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The OP Units to be issued to in the Company by the Operating Partnership in connection with the Company’s issuance of the Offered Shares Transactions have been duly authorized for issuance by the Operating Partnership or the applicable DownREIT Partnership, as the case may be, to the Company holders thereof and, at the First Closing Time, will be validly issued and fully paid. All OP Units to be issued in connection with the Company’s issuance of the Offered Shares Transactions were or will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws. The number aggregate ownership percentage of the Company and the limited partners of the OP Units outstanding immediately after at the First Closing Date will be as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided, that to the extent that any portion of the option to purchase Optional Option Shares described in Section 2(c) hereof is exercised prior to the First Closing Date, the number ownership percentage of the Company and such limited partners will be adjusted accordingly. The aggregate ownership percentage of the Operating Partnership and the limited partners of DownREIT OP Units outstanding immediately after at the First Closing Date will be adjusted accordingly. The number of Units (other than OP Units) outstanding as of the Applicable Time is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.