Common use of Adjustment of Exchange Price Clause in Contracts

Adjustment of Exchange Price. (A) The Series F Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series F Preferred Stock, and (ii) distributions to all holders of Series F 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 F 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 F 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 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 F Preferred Stock or fraction thereof into which one Series 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. (C) So long as a Preferred Partner or any of its permitted successors or assigns holds any Series F Preferred Units as the case may be, the General Partner shall not, without the affirmative vote of the holders of at least two-thirds of the Series F Preferred Units (excluding any Series F Preferred Units surrendered to the General Partner in exchange for Series F Preferred Stock) and Series F Preferred Stock (voting together as a class on the basis of number of shares into which Series F Preferred Units are exchangeable) outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series F Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Stock or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Stock are issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates (if issued on arm's length terms in the good faith determination of the board of directors of the General Partner), or (B) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock in the same transaction to persons who are not affiliates of the Partnership; (c) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series F Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized Preferred Stock or the creation or issuance of any other series or class of Preferred Stock, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Stock are not issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates if issued on arm's length terms in the good faith determination of the board of directors of the General Partner, or (B) General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Adjustment of Exchange Price. (A) The Series F Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series F Preferred Stock, and (ii) distributions to all holders of Series F 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 F Preferred Stock). (B) In case the General Partner AMB 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 PartnerAMB's capital stock or sale of all or substantially all of the General PartnerAMB's assets), in each case as a result of which the Series F C 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 F 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 that number of shares of Series F C Preferred Stock Shares or fraction thereof into which one Series F C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner AMB may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. . AMB and the Operating Partnership further agree that, notwithstanding any transaction to which either may be a party (C) So long as a Preferred Partner including, without limitation, any merger, consolidation, statutory share exchange, tender offer for all or substantially all of such entity's capital stock or partnership interests or sale of all or substantially all of such entity's assets), immediately following any such transaction, the issuer or issuers of its permitted successors or assigns holds any shares of capital stock and other securities into which the Series F C Preferred Units as shall be exchangeable pursuant to this Section 16.8 shall be the case may be, same issuer or issuers of shares of capital stock and other securities into which the General Partner shall not, without the affirmative vote 8N% Series B Cumulative Redeemable Partnership Units of the holders of at least two-thirds of Operating Partnership (the "Series B Preferred Units") are then exchangeable (or, if the Series F B Preferred Units (excluding any Series F Preferred Units surrendered to the General Partner have previously been redeemed in exchange for Series F Preferred Stock) and Series F Preferred Stock (voting together as a class on the basis of number of shares into which Series F Preferred Units are exchangeable) outstanding at the time: (a) designate or createfull, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series F Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Stock or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Stock are issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates (would have been then exchangeable if issued on arm's length terms in the good faith determination of the board of directors of the General Partnerthen still outstanding), or (B) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock in the same transaction to persons who are not affiliates of the Partnership; (c) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series F Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized Preferred Stock or the creation or issuance of any other series or class of Preferred Stock, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Stock are not issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates if issued on arm's length terms in the good faith determination of the board of directors of the General Partner, or (B) General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Adjustment of Exchange Price. (Ai) The Series F Exchange Price is subject to adjustment upon certain events, including, including (ia) subdivisions, combinations and reclassification reclassifications of the Series F C Preferred Stock, Shares and (iib) distributions to all holders of Series F C 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 F C 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 F C 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 F 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 that number of shares of Series F C Preferred Stock Shares or fraction thereof into which one Series F C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless transaction, whether or not any Series C Preferred Shares are then outstanding if the terms thereof are consistent inconsistent with the foregoing. (C) So . In addition, so long as a Preferred Series C Limited Partner or any of its permitted successors or assigns holds hold any Series F C Preferred Units Units, as the case may be, the General Partner shall not, without the affirmative vote of the holders of at least two-thirds in the aggregate of the Series F C Preferred Units (excluding any outstanding at the time and the holders of at least two-thirds of the Series F C Preferred Units surrendered to the General Partner in exchange for Series F Preferred Stock) and Series F Preferred Stock (voting together as a class on the basis of number of shares into which Series F Preferred Units are exchangeable) Shares outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series F C Preferred Stock Shares with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Stock Shares or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Stock Shares are issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates (if issued unless the Affiliate is purchasing on arm's length the same terms in the good faith determination of the board of directors of the General Partnersame series as a non- affiliate), or (B) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock in the same transaction to persons who are not affiliates of the Partnership; (c) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series F C Preferred Stock Shares or the holders thereof; provided, however, that any increase in the amount of authorized Preferred Stock Shares or the creation or issuance of any other series or class of Preferred StockShares, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series F C Preferred Stock Shares with respect to the payment of distributions or and the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series F C Preferred Stock Shares with respect to the payment of distributions or and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Stock Shares are not issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates if issued on arm's length terms in the good faith determination of the board of directors of the General Partner, or (B) General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipCompany, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Adjustment of Exchange Price. (A) The Series F Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series F Preferred Stock, and (ii) distributions to all holders of Series F 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 F Preferred Stock). (B) In case the General Partner AMB 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 PartnerAMB's capital stock or sale of all or substantially all of the General PartnerAMB's assets), in each case as a result of which the Series F C 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 F 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 that number of shares of Series F C Preferred Stock Shares or fraction thereof into which one Series F C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner AMB may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. . AMB and the Operating Partnership further agree that, notwithstanding any transaction to which either may be a party (C) So long as a Preferred Partner including, without limitation, any merger, consolidation, statutory share exchange, tender offer for all or substantially all of such entity's capital stock or partnership interests or sale of all or substantially all of such entity's assets), immediately following any such transaction, the issuer or issuers of its permitted successors or assigns holds any shares of capital stock and other securities into which the Series F C Preferred Units as shall be exchangeable pursuant to this Section 16.8 shall be the case may be, same issuer or issuers of shares of capital stock and other securities into which the General Partner shall not, without the affirmative vote 8 5/8% Series B Cumulative Redeemable Partnership Units of the holders of at least two-thirds of Operating Partnership (the "Series B Preferred Units") are then exchangeable (or, if the Series F B Preferred Units (excluding any Series F Preferred Units surrendered to the General Partner have previously been redeemed in exchange for Series F Preferred Stock) and Series F Preferred Stock (voting together as a class on the basis of number of shares into which Series F Preferred Units are exchangeable) outstanding at the time: (a) designate or createfull, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series F Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Stock or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Stock are issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates (would have been then exchangeable if issued on arm's length terms in the good faith determination of the board of directors of the General Partnerthen still outstanding), or (B) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock in the same transaction to persons who are not affiliates of the Partnership; (c) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series F Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized Preferred Stock or the creation or issuance of any other series or class of Preferred Stock, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Stock are not issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates if issued on arm's length terms in the good faith determination of the board of directors of the General Partner, or (B) General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Adjustment of Exchange Price. (A) The Series F Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series F Preferred Stock, and (ii) distributions to all holders of Series F 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 F Preferred Stock). (B) In case the General Partner AMB 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 PartnerAMB's capital stock or sale of all or substantially all of the General PartnerAMB's assets), in each case as a result of which the Series F C 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 F 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 that number of shares of Series F C Preferred Stock Shares or fraction thereof into which one Series F C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner AMB may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. . AMB and the Operating Partnership further agree that, notwithstanding any transaction to which either may be a party (C) So long as a Preferred Partner including, without limitation, any merger, consolidation, statutory share exchange, tender offer for all or substantially all of such entity's capital stock or partnership interests or sale of all or substantially all of such entity's assets), immediately following any such transaction, the issuer or issuers of its permitted successors or assigns holds any shares of capital stock and other securities into which the Series F C Preferred Units as shall be exchangeable pursuant to this Section 16.8 shall be the case may be, same issuer or issuers of shares of capital stock and other securities into which the General Partner shall not, without the affirmative vote 8 3/4% Series B Cumulative Redeemable Partnership Units of the holders of at least two-thirds of Operating Partnership (the "Series B Preferred Units") are then exchangeable (or, if the Series F B Preferred Units (excluding any Series F Preferred Units surrendered to the General Partner have previously been redeemed in exchange for Series F Preferred Stock) and Series F Preferred Stock (voting together as a class on the basis of number of shares into which Series F Preferred Units are exchangeable) outstanding at the time: (a) designate or createfull, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series F Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Stock or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Stock are issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates (would have been then exchangeable if issued on arm's length terms in the good faith determination of the board of directors of the General Partnerthen still outstanding), or (B) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock in the same transaction to persons who are not affiliates of the Partnership; (c) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series F Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized Preferred Stock or the creation or issuance of any other series or class of Preferred Stock, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Stock are not issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates if issued on arm's length terms in the good faith determination of the board of directors of the General Partner, or (B) General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Adjustment of Exchange Price. (A) The Series F Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series F Preferred Stock, and (ii) distributions to all holders of Series F 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 F Preferred Stock). (B) In case the General Partner AMB 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 PartnerAMB's capital stock or sale of all or substantially all of the General PartnerAMB's assets), in each case as a result of which the Series F C 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 F 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 that number of shares of Series F C Preferred Stock Shares or fraction thereof into which one Series F C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner AMB may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. . AMB and the Operating Partnership further agree that, notwithstanding any transaction to which either may be a party (C) So long as a Preferred Partner including, without limitation, any merger, consolidation, statutory share exchange, tender offer for all or substantially all of such entity's capital stock or partnership interests or sale of all or substantially all of such entity's assets), immediately following any such transaction, the issuer or issuers of its permitted successors or assigns holds any shares of capital stock and other securities into which the Series F C Preferred Units as shall be exchangeable pursuant to this Section 16.8 shall be the case may be, same issuer or issuers of shares of capital stock and other securities into which the General Partner shall not, without the affirmative vote 8 1/8% Series B Cumulative Redeemable Partnership Units of the holders of at least two-thirds of Operating Partnership (the "Series B Preferred Units") are then exchangeable (or, if the Series F B Preferred Units (excluding any Series F Preferred Units surrendered to the General Partner have previously been redeemed in exchange for Series F Preferred Stock) and Series F Preferred Stock (voting together as a class on the basis of number of shares into which Series F Preferred Units are exchangeable) outstanding at the time: (a) designate or createfull, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series F Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Stock or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Stock are issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates (would have been then exchangeable if issued on arm's length terms in the good faith determination of the board of directors of the General Partnerthen still outstanding), or (B) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock in the same transaction to persons who are not affiliates of the Partnership; (c) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series F Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized Preferred Stock or the creation or issuance of any other series or class of Preferred Stock, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series F Preferred Stock with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Stock are not issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates if issued on arm's length terms in the good faith determination of the board of directors of the General Partner, or (B) General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.