Operating Partnership Units Sample Clauses

Operating Partnership Units. Awards may be granted under the Plan in the form of undivided fractional limited partnership interests in JBG XXXXX Properties LP (together with any successor entity, the “Operating Partnership”), a Delaware limited partnership, the entity through which the Trust conducts its business and an entity that has elected to be treated as a partnership for federal income tax purposes, of one or more classes (“OP Units”) established pursuant to the Operating Partnership’s agreement of limited partnership, as amended from time to time. Awards of OP Units shall be valued by reference to, or otherwise determined by reference to or based on, Shares. OP Units awarded under the Plan may be (1) convertible, exchangeable or redeemable for other limited partnership interests in the Operating Partnership (including OP Units of a different class or series) or Shares, or (2) valued by reference to the book value, fair value or performance of the Operating Partnership. Awards of OP Units are intended to qualify as “profits interests” within the meaning of IRS Revenue Procedure 93-27, as clarified by IRS Revenue Procedure 2001-43, with respect to a Participant in the Plan who is rendering services to or for the benefit of the Operating Partnership, including its subsidiaries. For purposes of calculating the number of Shares underlying an award of OP Units relative to the total number of Share Equivalents available for issuance under the Plan, the Committee shall establish in good faith the maximum number of Shares to which a Participant receiving such award of OP Units may be entitled upon fulfillment of all applicable conditions set forth in the relevant award documentation, including vesting conditions, partnership capital account allocations, value accretion factors, conversion ratios, exchange ratios and other similar criteria. If and when any such conditions are no longer capable of being met, in whole or in part, the number of Shares underlying such awards of OP Units shall be reduced accordingly by the Committee, and the number of Share Equivalents shall be increased by one Share Equivalent for each Share so reduced. Awards of OP Units may be granted either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible Participants to whom, and the time or times at which, awards of OP Units shall be made; the number of OP Units to be awarded; the price, if any, to be paid by the Participant for the acquisition of such OP Units; an...
Sample 1Sample 2
AutoNDA by SimpleDocs
Operating Partnership Units. The Units issued by the Operating Partnership, including, without limitation, the Units issued to the Company, have been duly authorized for issuance by the Operating Partnership to the holders thereof and are validly issued, fully paid and nonassessable. Immediately after the Closing Time, __________ Units will be issued and outstanding, and the Company will be the sole general partner of the Operating Partnership and will be the holder of __________ Units representing ____% of the outstanding Units in the Operating Partnership, including the Company's 1% general partner interest therein. The _________ Units and any Common Shares issued upon conversion of Units have been offered and sold in compliance with all applicable laws, including, without limitation, federal and state securities laws.
Sample 1
Operating Partnership Units. The Units issued by the Operating Partnership, including, without limitation, the Units issued to the Company, have been duly authorized for issuance by the Operating Partnership to the holders thereof and are validly issued, fully paid and nonassessable. Immediately after the Closing Time, but before giving effect to the purchase of any Option Securities, 24,846,612 Units will be issued and outstanding, and the Company will be the sole general partner of the Operating Partnership and will be the holder of 20,239,134 Units representing 81.5% of the outstanding Units in the Operating Partnership, including the Company's 1% general partner interest therein. The Units and any Common Shares issued upon conversion of Units have been offered and sold in compliance with all applicable laws, including, without limitation, federal and state securities laws.
Sample 1
Operating Partnership Units. (A) As of the date of this Agreement, (1) 1 OP Common Unit owned by the general partner of the Operating Partnership in its capacity as a general partner of the Operating Partnership (the "GP Units"), (2) 26,097,560 OP Common Units in the Operating Partnership owned by limited partners of the Operating Partnership in their capacity as limited partners of the Operating Partnership (the "LP Units"), (3) no Class A OP Preferred Units in the Operating Partnership (the "Class A Preferred Units"), (4) 1,176,040 Class B-1 OP Preferred Units in the Operating Partnership (the "Class B-1 Preferred Units"), (5) no Class D OP Preferred Units in the Operating Partnership (the "Class D Preferred Units") and (6) 2,800,000 Class E Preferred Units (the "Class E Preferred Units") are validly issued and outstanding and are not subject to preemptive rights, and any capital contribution required to be made by the holders thereof has been made.
Sample 1
Operating Partnership Units. Notwithstanding the foregoing, provided that the Company and Buyer shall have previously entered into the OP Subscription Agreement, Buyer may purchase such number of Operating Partnership Units in lieu of any shares of Preferred Stock on any Subsequent Closing Date on economically equivalent terms. At any Subsequent Closing at which Operating Partnership Units are to be purchased, Buyer shall deliver to the Company the Purchase Price for such Operating Partnership Units upon such terms and together with such other documentation set forth in Section 2.4(b) and the Company shall deliver to Buyer an amended and restated Partnership Agreement (in form and substance satisfactory to both Company and Buyer) and any other appropriate documents evidencing the Operating Partnership Units, such Operating Partnership Units to be free and clear of all Liens (unless created by Buyer or any of its Affiliates) together with such other appropriate documentation set forth in Section 2.4(a).
Sample 1
Operating Partnership Units. Exhibits Exhibit A Description of Real Property Exhibit A-1 Permitted Encumbrances Exhibit B Personal Property Exhibit C Leases and Rent Roll Exhibit D Intentionally Omitted Exhibit E Form of Xxxx of Sale Exhibit F Form of Assignment and Assumption Agreement re: Leases Exhibit G Form of Assignment and Assumption Agreement re: Contracts Exhibit H Form of FIRPTA Affidavit Exhibit I Operating Contracts Exhibit J Intentionally Omitted Exhibit K Intentionally Omitted Exhibit L Litigation, etc. Exhibit M Intentionally Omitted Exhibit N Intentionally Omitted Exhibit O Section 6045 Designation Exhibit P Form of Estoppel Certificate Exhibit P-1 Form of Subordination, Nondisturbance and Attornment Agreement Exhibit Q Nominee Trusts Exhibit R Rentable Square Feet of Buildings Exhibit S Seller's Representatives with Knowledge Exhibit T Tenant Letters of Credit PURCHASE AND SALE CONTRACT THIS AGREEMENT (the "Contract") made as of this 1st day of November, 1996, by and between The New England Executive Park Limited Partnership, a Delaware limited partnership, and Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxx and Xxxxxxx Xxxxxxxx as Trustees of the nine nominee trusts listed on Exhibit Q hereto with an address at c/x Xxxxx Lang Wootton Realty Advisors, 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxx, (hereinafter referred to as "Seller"), and Beacon Properties, L.P., a Delaware limited partnership, having an office at 00 Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter referred to as "Buyer"). WITNESSETH THAT, Seller owns the land described on Exhibit A hereto together with the buildings and improvements thereon and appurtenances thereto, located on approximately 42.96 acres in Burlington, Massachusetts and consisting of nine (9) separate buildings and lots containing an aggregate of approximately 817,013 square feet and commonly known as One New England Executive Park, Three New England Executive Park, Six New England Executive Park, Eight New England Executive Park, Twelve New England Executive Park, Fifteen New England Executive Park, Sixteen New England Executive Park, Seventeen New England Executive Park and Twenty-Four New England Executive Park, together with all of Seller's right, title and interest in the roads and driveways within New England Executive Park including the landscape strips adjoining One and Twenty-Four New Executive Park (the "Realty").
Sample 1
Operating Partnership Units. Seller has advised Buyer of the desire of the holder of a 7 1/2 percent limited partnership interest in Seller to contribute his interest in the Property for limited partnership units (Units) in Buyer. Buyer agrees to negotiate in good faith to accomplish that contribution provided the consummation of the contribution does not extend or delay the Closing. Seller acknowledges that the issues to be discussed include, without limitation, the value of each Unit, redemption restrictions, registration rights, and in any case are subject to the contributor satisfying securities law requirements, including establishing the contributor as an "accredited investor".
Sample 1
AutoNDA by SimpleDocs
Operating Partnership Units. The Units issued by the Operating Partnership, including, without limitation, the Units issued to the Company, have been duly authorized for issuance by the Operating Partnership to the holders thereof and are validly issued, fully paid and nonassessable. Immediately after the Closing Time, __________ Units will be issued and outstanding, and the Company will be the sole general partner of the Operating Partnership and will be the holder of __________ Units representing ____% of the outstanding Units in the Operating Partnership, including the Company's 1% general partner interest therein. The _________ Units and any Common Shares issued upon conversion of Units have been offered and sold in compliance with all applicable laws, including, without limitation, federal and state securities laws. The Company has duly reserved a sufficient number of Common Shares for issuance upon redemption of outstanding Units and exercise of options under the 1994 Stock Option Plan, as described in the Partnership Agreement of the Operating Partnership.
Sample 1
Operating Partnership Units. A number of Common Units (as defined in the Operating Partnership Agreement) in the Operating Partnership in an amount equal to (i) the excess of (A) the Net Contribution Value over (B) the amount of cash distributed to the applicable Regency Party pursuant to Section 3.4(a) above, divided by (ii) the Net Asset Value Per Unit (as defined in the Operating Partnership Agreement); provided, however, that if the Regency Required Investment is not, or would not be, satisfied following the consummation of the transactions contemplated by this Agreement, the amount of cash to be distributed to the applicable Regency Party pursuant to Section 2.2(a) above shall be reduced (but not below zero) by the amount that is necessary for the Regency Required Investment to be satisfied upon consummation of the transactions contemplated by this Agreement. [The following form of subsection (b) is to be used in the event that Regency will receive Units in the Fund Partnership in exchange for the Investment Property:]
Sample 1

Related to Operating Partnership Units

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Interest of Departing General Partner and Successor General Partner (a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (or equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner, the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant.

  • Classes of Partnership Units The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Class T Units, Class S Units, Class D Units, Class I Units and Class E Units. Each such Class shall have the rights and obligations attributed to that Class under this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.