Common use of AMENDMENT OF AGREEMENT; MERGER Clause in Contracts

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a majority of the Partnership Units (excluding the Partnership Units held by the General Partner or an Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d) or 7.1(c) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests pursuant to Section 4.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests pursuant to Section 4.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a majority of the Partnership Units (excluding the Partnership Units held by the General Partner or an Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d) or 7.1(c) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the General Partner and holders of a majority of the Partnership Common Units (excluding the Partnership Common Units held by the General Partner or an Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d) or 7.1(c) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests pursuant to Section 4.2 4.3 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests pursuant to Section 4.2 4.3 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership Partnership, shall require the consent of the holders of a majority Limited Partners holding more than 50% of the Partnership Units Percentage Interests of the Limited Partners and (excluding 2) the Partnership Units held by following amendments described in Section 11(e) shall require the General Partner or an Affiliate thereof):consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders: (a) any amendment affecting the operation of the Conversion Factor or the Exchange Redemption Right (except as provided in Section 8.4(d8.5(d) or 7.1(c) hereof7.1(d)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof; or4.3; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment that would adversely affect the rights of the Special OP Unitholders under this Agreement.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require (i) the consent of the holders of a majority Limited Partners holding more than two-thirds (2/3) of the Partnership Units Percentage Interests of the Limited Partners and (excluding ii) in the Partnership Units held by case of any of the General Partner following (b), (c) or an Affiliate thereof):(d), the consent of Limited Partners holding more than two-thirds (2/3) of the Special Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d8.5(d) or 7.1(c7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a majority of the Partnership Units (excluding the Partnership Units held by the General Partner or an Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d8.5(d) or 7.1(c) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section ss. 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.01(c), (cd) or (de) hereof; providedPROVIDED, howeverHOWEVER, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners (other than the holders of a majority Company) holding more than 50% of the Partnership Units Percentage Interests of the Limited Partners (excluding other than the Partnership Units held by the General Partner or an Affiliate thereof): (a) Company): any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d8.05(d) or 7.1(c7.01(d) hereof) in a manner adverse to the Limited Partners; (b) ; any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 4.02 hereof; (c) ; any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 4.02 hereof; or (d) or any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a majority of the Partnership Units (excluding the Partnership Units held by the General Partner or an Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d8.5(d) or 7.1(c) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, provided that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a majority Limited Partners holding more than 50% of the Partnership Units (excluding Percentage Interests of the Partnership Units held by Limited Partners, which shall include the General Partner or an Affiliate thereof):pursuant to Section 17-405(b) of the Act: (a) any amendment affecting the operation of the Conversion Factor or the Exchange Redemption Right (except as provided in Section 8.4(d8.5(d), 7.1(b) or 7.1(c) hereof)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 hereof4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.01(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a majority of the Partnership Units (excluding the Partnership Units held by the General Partner or an Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Exchange Redemption Right (except as provided in Section 8.4(d8.05(d) or 7.1(c7.01(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 4.02 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests Units pursuant to Section 4.2 4.02 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.