Covenants of the General Partner. To facilitate the General Partner's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows: (a) At all times during the pendency of the Conversion Rights, the General Partner shall reserve for issuance such number of Shares as may be necessary to enable the General Partner to issue such Shares in full payment of the Purchase Price in regard to all Limited Partners' Partnership Interests which are from time to time outstanding. (b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Shares issued to Limited Partners hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. (c) During the pendency of the Conversion Rights, the Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to the owners of its Shares. (d) The General Partner shall, within five days after request by a Limited Partner, notify such Limited Partner of the then current Conversion Factor.
Appears in 3 contracts
Samples: Limited Partnership Agreement (American Real Estate Investment Corp), Limited Partnership Agreement (American Real Estate Investment Corp), Limited Partnership Agreement (Keystone Property Trust)
Covenants of the General Partner. To facilitate the General Partner's ’s ability fully to fully perform its obligations hereunder, the General Partner covenants and agrees as follows:
(a) At all times during while the pendency of the Conversion RightsRights are in existence, the General Partner shall reserve for issuance such number of Shares as may be necessary to enable the General Partner to issue such Shares in full payment of the Purchase Price in regard to all Limited Partners' Partnership Interests Units which are from time to time outstandingoutstanding and held by the Limited Partners.
(b) As long as the General Partner shall be obligated to file periodic reports under the Securities Exchange ActAct of 1934, the General Partner will timely file such reports in such manner as shall enable any recipient of Shares issued to a Limited Partners Partner hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof.
(c) During the pendency of the Conversion Rights, the Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to the owners of its Shares.
(d) The Under no circumstances shall the General Partner shalldeclare any stock dividend, within five days after request by a Limited Partnerstock split, notify such stock distribution or the like, unless fair and equitable arrangements are provided, to the extent necessary, fully to adjust, and to avoid any dilution in, the Rights of any Limited Partner of the then current Conversion Factorunder this Agreement.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Washington Prime Group Inc.), Limited Partnership Agreement (SPG SpinCo Subsidiary Inc.), Limited Partnership Agreement (Simon Property Group Inc /De/)
Covenants of the General Partner. To facilitate the General Partner's ’s ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows:
(a) At all times during the pendency of the Conversion Rights, the General Partner shall reserve for issuance such number of Shares as may be necessary to enable the General Partner to issue such Shares in full payment of the Purchase Price in regard to all Limited Partners' Partnership Interests Units which are from time to time outstandingoutstanding and held by any Limited Partner.
(b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Shares issued to a Limited Partners Partner hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation regulations or statute thereunder, for the resale thereof.
(c) During the pendency of the Conversion Rights, the relevant Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to the owners of its Shares.
(d) The Under no circumstances shall the General Partner shalldeclare any stock dividend, within five days after request by a Limited Partnerstock split, notify such stock distribution or the like, unless fair and equitable arrangements, are provided, to the extent necessary, to fully adjust the Rights to avoid any dilution in the Rights of any Limited Partner of the then current Conversion Factorunder this Agreement.
Appears in 2 contracts
Samples: Partnership Agreement (Considine Terry), Agreement of Limited Partnership (American Land Lease Inc)
Covenants of the General Partner. To facilitate the General Partner's ’s ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows:
(a) At all times during the pendency of the Conversion Rights, the General Partner shall reserve for issuance such number of Shares as may be necessary to enable the General Partner to issue such Shares in full payment of the Purchase Price in regard to all Limited Partners' Partnership Interests partnership Units which are from time to time outstandingoutstanding and held by any limited Partner.
(b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Shares issued to a Limited Partners Partner hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof.
(c) During the pendency of the Conversion Rights, the relevant Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to the owners of its Shares.
(d) The Under no circumstances shall the General Partner shalldeclare any stock dividend, within five days after request by a Limited Partnerstock split, notify such stock distribution or the like, unless fair and equitable arrangements are provided, to the extent necessary, to fully adjust the Rights to avoid any dilution in the Rights of any Limited Partner of the then current Conversion Factorunder this Agreement.
Appears in 2 contracts
Samples: Partnership Agreements (American Land Lease Inc), Partnership Agreement (Considine Terry)
Covenants of the General Partner. To facilitate the General Partner's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows:
(a) At all times during the pendency of the Conversion Rights, the General Partner shall reserve for issuance such number of Shares as may be necessary to enable the General Partner to issue such Shares in full payment of the Purchase Price in regard to all Limited Partners' Partnership Interests which are from time to time outstanding.
(b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Shares issued to Limited Partners hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof.
(c) During the pendency of the Conversion Rights, the Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to the owners of its Shares.
(d) The General Partner shall, within five days after request by a Limited Partner, notify provide or cause to be provided to such Limited Partner a computation of the then current Conversion FactorDeemed Value of the Partnership.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (American Real Estate Investment Corp), Agreement of Limited Partnership (American Real Estate Investment Corp)
Covenants of the General Partner. To facilitate the General Partner's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows:
(a) At all times during the pendency of the Conversion Rights, the General Partner shall reserve for issuance such number of Shares as may be necessary to enable the General Partner to issue such Shares in full payment of the Purchase Price in regard to all Limited Partners' Partnership Interests which are from time to time outstanding.
(b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Shares issued to Limited Partners hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof.
(c) During the pendency of the Conversion Rights, the Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to the owners of its Shares.
(d) The General Partner shall, within five days after request by a Limited Partner, notify provide or cause to be provided to such Limited Partner a computation of the then current Conversion FactorDeemed Value of the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (American Real Estate Investment Corp), Limited Partnership Agreement (American Real Estate Investment Corp)
Covenants of the General Partner. To facilitate the General Partner's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows:
(a) At all times during the pendency of the Conversion Rights, the General Partner shall reserve for issuance such number of Shares as may be necessary to enable the General Partner to issue such Shares in full payment of the Purchase Price in regard to all Limited Partners' Partnership Interests Units which are from time to time outstandingoutstanding and held by any Limited Partner.
(b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Shares issued to a Limited Partners Partner hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof.
(c) During the pendency of the Conversion Rights, the relevant Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to the owners of its Shares.
(d) The Under no circumstances shall the General Partner shalldeclare any stock dividend, within five days after request by a Limited Partnerstock split, notify such stock distribution or the like, unless fair and equitable arrangements are provided, to the extent necessary, to fully adjust the Rights to avoid any dilution in the Rights of any Limited Partner of the then current Conversion Factorunder this Agreement.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Heritage Property Investment Trust Inc)