Common use of Issuance of Additional Partnership Interests; Admission of Additional Limited Partners Clause in Contracts

Issuance of Additional Partnership Interests; Admission of Additional Limited Partners. A. In addition to any Partnership Interests issuable by the Partnership pursuant to Section 4.2, the General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options therefor) in the form of OP Units or other Partnership Interests junior to the OP Units to any Persons at any time or from time to time, for consideration not less than the fair market value thereof (or the fair market value as of the date an option is granted) (as such fair market value is determined in the good faith discretion of the directors or trustees of the general partner of the General Partner), and on such terms and conditions, as the General Partner shall establish in each case in its sole and absolute discretion, without any approval being required from any Limited Partner (other than the Company, if the Company is not the General Partner) or any other Person; provided, however, that (i) such issuance does not effect a material adverse impact (as such material adverse impact is determined in the good faith discretion of the directors or trustees, of the general partner of the General Partner) on (A) the existing Limited Partners' right to exercise their rights under Section 8.6, (B) the economic effect upon the Limited Partners of the allocations set forth in Exhibit B (other than due to the issuance of OP Units or other interests in the Partnership as set forth in this Section 4.3 or Section 4.2C), or (C) the ability of the Company to pay the regular quarterly dividend of at least 29 cents per share described in Section 3.1; (ii) such issuance does not cause the Partnership to become, with respect to any employee benefit plan subject to title I of ERISA or section 4975 of the Code, a "party in interest" (as defined in section 3(14) of ERISA) or a "disqualified person" (as defined in section 4975(e) of the Code); and (iii) such issuance would not cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to section 2510.3-101 of the regulations of the United States Department of Labor. Subject to the limitations set forth in the preceding sentence and in Articles 11 and 12, the General Partner may take such steps as it, in its reasonable discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership, including, without limitation, amending the Certificate, Exhibit A, or any other provision of this Agreement (except as provided in Section 14.1C)

Issuance of Additional Partnership Interests; Admission of Additional Limited Partners. A. In addition to any Partnership Interests issuable by the Partnership pursuant to Section 4.2, the General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options therefor) in the form of OP Units or other Partnership Interests senior or junior to the OP Units to any Persons at any time or from time to time, for consideration not less than the fair market value thereof (or the fair market value as of the date an option is granted) (as such fair market value is determined in the good faith discretion of the directors or trustees of the general partner of the General Partner's Board of Trustees), and on such terms and conditions, as the General Partner shall establish in each case in its sole and absolute discretion, without any approval being required from any Limited Partner (other than the Company, if the Company is not the General Partner) or any other Person; provided, however, that (i) such issuance does not effect a material adverse impact (as such material adverse impact is determined in the good faith discretion of the directors or trustees, of the general partner of the General Partner's Board of Trustees) on (A) the existing Limited Partners' right to exercise their rights under Section 8.6, the Exchange Rights pursuant to the Exchange Rights Agreement or (B) the economic effect upon the Limited Partners of the allocations set forth in Exhibit B (other than due to the issuance of OP Units or other interests in the Partnership as set forth in this Section 4.3 or Section 4.2C4.2B), or (C) the ability of the Company to pay the regular quarterly dividend of at least 29 cents per share described in Section 3.1; (ii) such issuance does not cause the Partnership to become, with respect to any employee benefit plan subject to title Title I of ERISA or section Section 4975 of the Code, a "party in interest" (as defined in section Section 3(14) of ERISA) or a "disqualified person" (as defined in section Section 4975(e) of the Code); and (iii) such issuance would not cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to section Section 2510.3-101 of the regulations of the United States Department of Labor. Subject to the limitations set forth in the preceding sentence and in Articles 11 and 12sentence, the General Partner may take such steps as it, in its reasonable discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership, including, without limitation, amending the Certificate, Exhibit A, A or any other provision of this Agreement (except as provided in Section 14.1C)Agreement.

Issuance of Additional Partnership Interests; Admission of Additional Limited Partners. A. In addition to any Partnership Interests issuable by the Partnership pursuant to Section 4.2, the General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options therefor) in the form of OP Units or other Partnership Interests senior or junior to the OP Units to any Persons at any time or from time to time, for consideration not less than the fair market value thereof (or the fair market value as of the date an option is granted) (as such fair market value is determined in the good faith discretion of the directors or trustees of the general partner of the General Partner’s Board of Trustees), and on such terms and conditions, as the General Partner shall establish in each case in its sole and absolute discretion, without any approval being required from any Limited Partner (other than the Company, if the Company is not the General Partner) or any other Person; provided, however, that (i) such issuance does not effect a material adverse impact (as such material adverse impact is determined in the good faith discretion of the directors or trustees, of the general partner of the General Partner’s Board of Trustees) on (A) the existing Limited Partners' ’ right to exercise their rights under Section 8.6, the Exchange Rights pursuant to the Exchange Rights Agreement or (B) the economic effect upon the Limited Partners of the allocations set forth in Exhibit B (other than due to the issuance of OP Units or other interests in the Partnership as set forth in this Section 4.3 4.3) or Section 4.2C4.2B), or (C) the ability of the Company to pay the regular quarterly dividend of at least 29 cents per share described in Section 3.1; (ii) such issuance does not cause the Partnership to become, with respect to any employee benefit plan subject to title Title I of ERISA or section Section 4975 of the Code, a "“party in interest" ” (as defined in section Section 3(14) of ERISA) or a "“disqualified person" ” (as defined in section Section 4975(e) of the Code); and (iii) such issuance would not cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to section Section 2510.3-101 of the regulations of the United States Department of Labor. Subject to the limitations set forth in the preceding sentence and in Articles 11 and 12sentence, the General Partner may take such steps as it, in its reasonable discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership, including, without limitation, amending the Certificate, Exhibit A, A or any other provision of this Agreement (except as provided in Section 14.1C)Agreement.