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Common use of Adjustment of Exchange Price Clause in Contracts

Adjustment of Exchange Price. (A) The Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series A Preferred Stock, and (ii) distributions to all holders of Series A Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A Preferred Stock). (B) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A Preferred Stock or fraction thereof into which one Series A Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Regency Centers Lp), Limited Partnership Agreement (Regency Centers Lp), Limited Partnership Agreement (Regency Centers Corp)

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Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (iA) subdivisions, combinations and reclassification of the Series A B Preferred StockShares, and (iiB) distributions to all holders of Series A B Preferred Stock Shares of evidences evidence of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A B Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A B Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A B Preferred Stock Shares or fraction thereof into which one Series A B Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 4 contracts

Samples: Agreement of Limited Partnership (Cabot Industrial Trust), Limited Partnership Agreement (Cabot Industrial Properties Lp), Agreement of Limited Partnership (Liberty Property Limited Partnership)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, including (ia) subdivisions, combinations and reclassification reclassifications of the Series A D Preferred Stock, Shares and (iib) distributions to all holders of Series A D Preferred Stock Shares of evidences of indebtedness of the General Partner or assets (including securities, securities but excluding dividends and distributions paid in cash out of equity applicable to Series A D Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A D Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A D Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A D Preferred Stock Shares or fraction thereof into which one Series A D Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent inconsistent with the foregoing.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Cabot Industrial Properties Lp), Second Amended and Restated Agreement of Limited Partnership (Cabot Industrial Properties Lp), Limited Partnership Agreement (Cabot Industrial Properties Lp)

Adjustment of Exchange Price. (A) The Series D Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series A D Preferred Stock, and (ii) distributions to all holders of Series A D Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A D Preferred Stock). (B) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A D Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A D Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A D Preferred Stock or fraction thereof into which one Series A D Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Regency Centers Lp), Limited Partnership Agreement (Regency Centers Corp)

Adjustment of Exchange Price. (Ai) The Series B Exchange Price is subject to adjustment upon certain events, including, (ia) subdivisions, combinations and reclassification reclassifications of the Series A B Preferred Stock, and (iib) distributions to all holders of Series A B Preferred Stock of evidences of indebtedness of the General Partner Company or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A B Preferred Stock). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A B Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of Partner holding that number of shares of Series A B Preferred Stock or fraction thereof into which one Series A B Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In the event of any conflict between the provisions of this Section 9(c)(ii) and Sections 7.3 or 14.1 or Article 16 of the Agreement, the provisions of this Section 9(c)(ii) shall control.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Summit Properties Partnership L P), Agreement of Limited Partnership (Summit Properties Partnership L P)

Adjustment of Exchange Price. (Ai) The Series C Exchange Price is subject to adjustment upon certain events, including, (ia) subdivisions, combinations and reclassification reclassifications of the Series A C Preferred Stock, and (iib) distributions to all holders of Series A C Preferred Stock of evidences of indebtedness of the General Partner Company or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A C Preferred Stock). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A C Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A C Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of Partner holding that number of shares of Series A C Preferred Stock or fraction thereof into which one Series A C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless if any shares of Series C Preferred Stock or any Series C Preferred Units are then outstanding if the terms thereof are consistent inconsistent with the foregoing. In the event of any conflict between the provisions of this Section 9(c)(ii) and Sections 7.3 or 14.1 or Article 16 of the Agreement, the provisions of this Section 9(c)(ii) shall control.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Summit Properties Partnership L P), Agreement of Limited Partnership (Summit Properties Partnership L P)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (iA) subdivisions, combinations and reclassification of the Series A D Preferred StockShares, and (iiB) distributions to all holders of Series A D Preferred Stock Shares of evidences evidence of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A D Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A D Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A D Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A D Preferred Stock Shares or fraction thereof into which one Series A D Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Liberty Property Limited Partnership)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (ia) subdivisions, combinations and reclassification of the Series A Y Preferred Stock, and (iib) distributions to all holders of Series A Y Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A Y Preferred Stock). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A Y Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A Y Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A Y Preferred Stock or fraction thereof into which one Series A Y Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall control.

Appears in 1 contract

Samples: Amendment to Agreement of Limited Partnership (Ps Business Parks Inc/Ca)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (ia) subdivisions, combinations and reclassification of the Series A X Preferred Stock, and (iib) distributions to all holders of Series A X Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A X Preferred Stock). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A X Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A X Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A X Preferred Stock or fraction thereof into which one Series A X Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall control.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Ps Business Parks Inc/Ca)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (ia) subdivisions, combinations and reclassification of the Series A B Preferred Stock, and (iib) distributions to all holders of Series A B Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A B Preferred Stock). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A B Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A B Preferred Stock or fraction thereof into which one Series A B Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall control.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Ps Business Parks Inc/Ca)

Adjustment of Exchange Price. (A) The Exchange Price is subject to adjustment upon certain events, including, (i1) subdivisions, combinations and reclassification of the Series A Preferred StockD Exchanged Units, and (ii2) distributions to all holders of Series A Preferred Stock D Exchanged Units of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A Preferred StockD Exchanged Units). (B) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock (or other Equity Securities) or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A Preferred Stock D Exchanged Units will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A Preferred D Exchanged Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A Preferred Stock D Exchanged Units or fraction thereof into which one Series A D Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Limited Partnership Agreement (Rodamco North America N V)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, including (ia) subdivisions, combinations and reclassification reclassifications of the Series A G Preferred Stock, Shares and (iib) distributions to all holders of Series A G Preferred Stock Shares of evidences of indebtedness of the General Partner or assets (including securities, securities but excluding dividends and distributions paid in cash out of equity applicable to Series A G Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A G Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A G Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A G Preferred Stock Shares or fraction thereof into which one Series A G Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Second Amended and Restated Agreement of Limited Partnership (Cabot Industrial Trust)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (iA) subdivisions, combinations and reclassification of the Series A G Preferred StockShares, and (iiB) distributions to all holders of Series A G Preferred Stock Shares of evidences evidence of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A G Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's ’s capital stock or sale of all or substantially all of the General Partner's ’s assets), in each case as a result of which the Series A G Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A G Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A G Preferred Stock Shares or fraction thereof into which one Series A G Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Second Restated and Amended Agreement of Limited Partnership (Liberty Property Trust)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, including (ia) subdivisions, combinations and reclassification reclassifications of the Series A F Preferred Stock, Shares and (iib) distributions to all holders of Series A F Preferred Stock Shares of evidences of indebtedness of the General Partner or assets (including securities, securities but excluding dividends and distributions paid in cash out of equity applicable to Series A F Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A F Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A F Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A F Preferred Stock Shares or fraction thereof into which one Series A F Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent inconsistent with the foregoing.

Appears in 1 contract

Samples: Second Amended and Restated Agreement of Limited Partnership (Cabot Industrial Properties Lp)

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Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series A Preferred Stock, and (ii) distributions to all holders of Series A Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A Preferred Stock). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A Preferred Stock or fraction thereof into which one Series A Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership (Regency Centers Lp)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (iA) subdivisions, combinations and reclassification of the Series A F Preferred StockShares, and (iiB) distributions to all holders of Series A F Preferred Stock Shares of evidences evidence of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A F Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's ’s capital stock or sale of all or substantially all of the General Partner's ’s assets), in each case as a result of which the Series A F Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A F Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A F Preferred Stock Shares or fraction thereof into which one Series A F Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Second Restated and Amended Agreement of Limited Partnership (Liberty Property Limited Partnership)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (iA) subdivisions, combinations and reclassification of the Series A H Preferred StockShares, and (iiB) distributions to all holders of Series A H Preferred Stock Shares of evidences evidence of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A H Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's ’s capital stock or sale of all or substantially all of the General Partner's ’s assets), in each case as a result of which the Series A H Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A H Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A H Preferred Stock Shares or fraction thereof into which one Series A H Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Liberty Property Limited Partnership)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (ia) subdivisions, combinations and reclassification of the Series A B Preferred StockShares, and (iib) distributions to all holders of Series A B Preferred Stock Shares of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A B Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock shares or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A B Preferred Stock Shares will be converted into the right to receive shares of capital stockshares, other securities or other property (including cash or any combination thereof), each Series A B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock shares and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A B Preferred Stock Shares or fraction thereof into which one Series A B Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not not, without the prior written consent of the holders of at least two-thirds of the Series B Preferred Units outstanding, become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Third Amended and Restated Agreement of Limited Partnership (Colonial Properties Trust)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (iA) subdivisions, combinations and reclassification of the Series A D Preferred Stock, and (iiB) distributions to all holders of Series A D Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A D Preferred Stock). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series A D Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A D Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A D Preferred Stock or fraction thereof into which one Series A D Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Second Amended and Restated Agreement of Limited Partnership (Urban Shopping Centers Inc)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (iA) subdivisions, combinations and reclassification of the Series A E Preferred StockShares, and (iiB) distributions to all holders of Series A E Preferred Stock Shares of evidences evidence of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A E Preferred StockShares). (Bii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's ’s capital stock or sale of all or substantially all of the General Partner's ’s assets), in each case as a result of which the Series A E Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A E Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A E Preferred Stock Shares or fraction thereof into which one Series A E Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Liberty Property Trust)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series A Preferred Stock, and (ii) distributions to all holders of Series A Preferred Stock of evidences of indebtedness of the General Partner Company or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A Preferred Stock). (Bii) In case the General Partner Company shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General PartnerCompany's capital stock or sale of all or substantially all of the General PartnerCompany's assets), in each case as a result of which the Series A Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A Preferred Stock or fraction thereof into which one Series A Preferred Unit was exchangeable immediately prior to such transaction. The General Partner Company may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Amendment to the Amended and Restated Agreement of Limited Partnership (Cp LTD Partnership)

Adjustment of Exchange Price. (Ai) The Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series A B Preferred StockShares, and (ii) distributions to all holders of Series A B Preferred Stock Shares of evidences of indebtedness of the General Partner Trust or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A B Preferred StockShares). (Bii) In case the General Partner Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General PartnerTrust's capital stock or sale of all or substantially all of the General PartnerTrust's assets), in each case as a result of which the Series A B Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series A B Preferred Stock Shares or fraction thereof into which one Series A B Preferred Unit was exchangeable immediately prior to such transaction. The General Partner Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

Appears in 1 contract

Samples: Second Amended and Restated Agreement of Limited Partnership (Prentiss Properties Trust/Md)

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