Common use of CAPITAL CONTRIBUTIONS, ADDITIONAL FUNDING AND CAPITAL ACCOUNTS Clause in Contracts

CAPITAL CONTRIBUTIONS, ADDITIONAL FUNDING AND CAPITAL ACCOUNTS. 6.1 Capital Contributions of the General Partner. Upon Completion of the Offering, the General Partner shall contribute the proceeds of the Offering to the Partnership, which proceeds will be net of the underwriter's discount and other expenses. Notwithstanding the exact amount of such net proceeds which are contributed to the Partnership, the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of the Offering and the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 9.8(c) hereof for the amount of any such underwriter's discount or other expenses paid out of the gross proceeds of the Offering. Notwithstanding the immediately preceding sentence, the General Partner shall have the right, in its sole and absolute discretion, to treat the contribution to the Partnership by the General Partner of any proceeds from the Offering in a manner other than that described in the immediately preceding sentence if, upon the advice of counsel to the General Partner and/or the Partnership, such alternative treatment will provide a more favorable federal and/or state tax consequence to the General Partner and/or the Partnership. The General Partner shall initially be issued and thereafter shall own Partnership Units in the amount set forth opposite its name on Exhibit A, which number of Partnership Units shall be adjusted on such Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately issuances, exchanges, redemptions, Capital Contributions, or similar events having an effect on a Partner's Partnership Units. The Partners hereby acknowledge and agree that the aggregate initial number of Partnership Units to be issued to the General Partner shall be exactly equal to the number of shares of Common Stock issued and outstanding immediately after the Completion of the Offering. Upon any subsequent sales of shares of Common Stock pursuant to the exercise of the over-allotment option in connection with the Offering, the General Partner shall, subject to and in accordance with the terms and conditions of this Section 6.1, contribute the proceeds of such subsequent sale to the Partnership, and shall be issued additional Partnership Units in an amount exactly equal to the number of shares of Common Stock subsequently sold in connection with the Offering.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Mack Cali Realty Corp), Agreement of Limited Partnership (Cali Realty Corp /New/)

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CAPITAL CONTRIBUTIONS, ADDITIONAL FUNDING AND CAPITAL ACCOUNTS. 6.1 Capital Contributions of the General Partner and the Interim Managing General Partner. (a) Initial Capital Contribution of the General Partner. Upon Completion Concurrent with the execution of the Offeringthis Agreement, the General Partner Partner, pursuant to the Contribution and Exchange Agreement, shall contribute the proceeds of the Offering to the Partnership, which proceeds will be net of the underwriter's discount and other expenses. Notwithstanding the exact amount directly or indirectly, as its initial Capital Contribution, all of such net proceeds which are contributed to the Partnership, the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of the Offering and the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 9.8(c) hereof for the amount of any such underwriterPartner's discount or other expenses paid out of the gross proceeds of the Offering. Notwithstanding the immediately preceding sentence, the General Partner shall have the right, title and interest in its sole and absolute discretion, to treat the contribution to the Partnership by the General Partner of any proceeds from the Offering in a manner other than that described in the immediately preceding sentence if, upon the advice of counsel to the General Partner and/or the Partnership, such alternative treatment will provide a more favorable federal and/or state tax consequence to the General Partner and/or the PartnershipNational Property. The General Partner shall initially be issued and thereafter shall own Partnership Units in the amount set forth opposite its name on Exhibit A, which number of Partnership Units shall be adjusted on such Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately issuances, exchanges, redemptions, Capital Contributions, or similar events having an effect on a Partner's Partnership Units. (b) Capital Contribution of the General Partner Upon Completion of an Offering. Upon completion of any Offering, the General Partner shall contribute the proceeds of the Offering to the Partnership, which proceeds will be net of the underwriter's discount and other expenses, and the General Partner shall be credited with having made a Capital Contribution to the Partnership in the amount of the net proceeds of the Offering. The Partners hereby acknowledge and agree that the aggregate initial number of additional Partnership Units to be issued to the General Partner upon completion of any Offering shall be exactly equal to the number of shares of Common Stock issued and outstanding immediately after the Completion of in the Offering. Upon any subsequent sales of shares of Common Stock pursuant to the exercise of the over-allotment option in connection with the Offering, the General Partner shall, subject to and in accordance with the terms and conditions of this Section 6.1, contribute the proceeds of such subsequent sale to the Partnership, and shall be issued additional Partnership Units in an amount exactly equal to the number of shares of Common Stock subsequently sold in connection with such over-allotment option. (c) Ownership Interest of the OfferingGeneral Partner. The Partners acknowledge and agree that the General Partner's ownership interest in the Partnership (and therefore the number of Partnership Units owned by it) shall at all times be equal to the fraction the numerator of which is the number of issued and outstanding shares of Common Stock of the General Partner (the "G.P. Shares") and the denominator of which is the sum of the G.P. Shares plus the number of issued and outstanding Partnership Units held by Partners other than the General Partner; provided, however, that the foregoing shall only apply for so long as the only class of Partnership Units is OP Units and the only equity securities of the General Partner is Common Stock. If the Common Stock of the General Partner (or any other class of stock) undergoes any split or reverse split, then, without any further action or consent by the General Partner or any Limited Partner, each corresponding class of Partnership Unit that is convertible into such stock shall similarly be split or combined by the same ratio as was used to split or combine the stock. For example if the Common Stock under a reverse 2 for 1 split (i.e. every two shares of old Common Stock are converted into one share of new Common Stock) then the corresponding class of Partnership Units shall undergo a similar reverse split (i.e. every two old Partnership Units shall be converted into one new Partnership Unit).

Appears in 1 contract

Samples: Limited Partnership Agreement (Philips International Realty Corp)

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CAPITAL CONTRIBUTIONS, ADDITIONAL FUNDING AND CAPITAL ACCOUNTS. 6.1 Capital Contributions of the General Partner and the Interim Managing General Partner. (a) Initial Capital Contribution of the General Partner. Upon Completion Concurrent with the execution of the Offeringthis Agreement, the General Partner Partner, pursuant to the Contribution and Exchange Agreement, shall contribute the proceeds of the Offering to the Partnership, which proceeds will be net of the underwriter's discount and other expenses. Notwithstanding the exact amount directly or indirectly, as its initial Capital Contribution, all of such net proceeds which are contributed to the Partnership, the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of the Offering and the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 9.8(c) hereof for the amount of any such underwriterPartner's discount or other expenses paid out of the gross proceeds of the Offering. Notwithstanding the immediately preceding sentence, the General Partner shall have the right, title and interest in its sole and absolute discretion, to treat the contribution to the Partnership by the General Partner of any proceeds from the Offering in a manner other than that described in the immediately preceding sentence if, upon the advice of counsel to the General Partner and/or the Partnership, such alternative treatment will provide a more favorable federal and/or state tax consequence to the General Partner and/or the PartnershipNational Property. The General Partner shall initially be issued and thereafter shall own Partnership Units in the amount set forth opposite its name on Exhibit A, which number of Partnership Units shall be adjusted on such Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately issuances, exchanges, redemptions, Capital Contributions, or similar events having an effect on a Partner's Partnership Units. (b) Capital Contribution of the General Partner Upon Completion of an Offering. Upon completion of any Offering, the General Partner shall contribute the proceeds of the Offering to the Partnership, which proceeds will be net of the underwriter's discount and other expenses, and the General Partner shall be credited with having made a Capital Contribution to the Partnership in the amount of the net proceeds of the Offering. The Partners hereby acknowledge and agree that the aggregate initial number of additional Partnership Units to be issued to the General Partner upon completion of any Offering shall be exactly equal to the number of shares of Common Stock issued and outstanding immediately after the Completion of in the Offering. Upon any subsequent sales of shares of Common Stock pursuant to the exercise of the over-allotment option in connection with the Offering, the General Partner shall, subject to and in accordance with the terms and conditions of this Section 6.1, contribute the proceeds of such subsequent sale to the Partnership, and shall be issued additional Partnership Units in an amount exactly equal to the number of shares of Common Stock subsequently sold in connection with the Offering. (c) Ownership Interest of the General Partner. The Partners acknowledge and agree that the General Partner's ownership interest in the Partnership (and therefore the number of Partnership Units owned by it) shall at all times be equal to the fraction the numerator of which is the number of issued and outstanding shares of Common Stock of the General Partner (the "G.P. Shares") and the denominator of which is the sum of the G.P. Shares plus the number of issued and outstanding Partnership Units held by Partners other than the General Partner; provided, however, that the foregoing shall only apply for so long as the only class of Partnership Units is OP Units and the only equity securities of the General Partner is Common Stock. If the Common Stock of the General Partner (or any other class of stock) undergoes any split or reverse split, then, without any further action or consent by the General Partner or any Limited Partner, each corresponding class of Partnership Unit that is convertible into such stock shall similarly be split or combined by the same ratio as was used to split or combine the stock. For example if the Common Stock under a reverse 2 for 1 split (i.e. every two shares of old Common Stock are converted into one share of new Common Stock) then the corresponding class of Partnership Units shall undergo a similar reverse split (i.e. every two old Partnership Units shall be converted into one new Partnership Unit).

Appears in 1 contract

Samples: Limited Partnership Agreement (Philips International Realty Corp)

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