Common use of Issuance of Additional Units Clause in Contracts

Issuance of Additional Units. The General Partner may from time to time admit any Person as an additional Limited Partner of the Partnership (each such Person, if so admitted, an "Additional Limited Partner" and collectively, the "Additional Limited Partners"). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner on the attached Schedule A. Each Substitute Limited Partner shall be deemed an Additional Partner whose admission as an Additional Limited Partner has been approved by the General Partner for all purposes hereunder. Subject to the satisfaction of the foregoing requirements and Section 4.1(c), the General Partner is hereby expressly authorized to cause the Partnership to issue additional Units for such consideration and on such terms and conditions, and to such Persons, including the General Partner, any Limited Partner or any of their Affiliates, as shall be established by the General Partner in its sole discretion, all without the approval of any Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Partnership to issue Units (i) upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Partnership, (ii) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Partnership and its Partners, and (iii) in connection with the merger of any other Person into the Partnership if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Partnership. The General Partner is hereby expressly authorized to take any action, including without limitation amending this Agreement and Schedule A, to reflect any issuance of additional Units. Additional Units may be Class A Common Units, Class B Common Units or other Units. Any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties (including, without limitation, rights, powers and duties that may be senior or otherwise entitled to preference over existing Units) as shall be determined by the General Partner, in its sole and absolute discretion without the approval of any Limited Partner or any other Person, and set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (each, a "Unit Designation"). Without limiting the generality of the foregoing, the General Partner shall have authority to specify (a) the allocations of items of Partnership income, gain, loss, deduction and credit to holders of each such class or series of Units; (b) the right of holders of each such class or series of Units to share (on a pari passu, junior or preferred basis) in Partnership distributions; (c) the rights of holders of each such class or series of Units upon dissolution and liquidation of the Partnership; (d) the voting rights, if any, of holders of each such class or series of Units; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Units. The total number of Units that may be created and issued pursuant to this Section 3.2 is not limited.

Issuance of Additional Units. The General Partner may from time to time admit any Person as an additional Limited Partner of the Partnership (each such Person, if so admitted, an "Additional Limited Partner" and collectively, the "Additional Limited Partners"). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner on the attached Schedule A. Each Substitute Limited Partner shall be deemed an Additional Partner whose admission as an Additional Limited Partner has been approved by the General Partner for all purposes hereunder. Subject to the satisfaction express provisions of the foregoing requirements and this Agreement, including Section 4.1(c)9.7, the General Partner is hereby expressly authorized shall have the right to cause the Partnership to issue additional Units at any time after the Original Effective Date, and for such amount and form of consideration and on such terms and conditions, and to such Persons, including the General Partner, any Limited Partner or any of their Affiliates, as shall be established by the General Partner in its sole discretion, all without the approval of any Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Partnership to issue Units (i) upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Partnership, (ii) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests may determine, (i) Additional Units (of existing classes or new classes) or other Equity Securities of the Partnership and its Partners(including creating other classes or series thereof having such powers, and (iii) in connection with the merger of any other Person into the Partnership if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Partnership. The General Partner is hereby expressly authorized to take any action, including without limitation amending this Agreement and Schedule A, to reflect any issuance of additional Units. Additional Units may be Class A Common Units, Class B Common Units or other Units. Any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties (including, without limitation, rights, powers and duties that rights as may be senior or otherwise entitled to preference over existing Units) as shall be determined by the General Partner), in its sole (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other Equity Securities of the Partnership and absolute discretion without (iii) warrants, options or other rights to purchase or otherwise acquire Units or other Equity Securities of the approval of any Limited Partner or any other PersonPartnership, and set forth in a written document thereafter attached connection therewith, and, subject to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (each, a "Unit Designation"). Without limiting the generality provisions of the foregoingSection 12.2, the General Partner shall have authority the power to specify (a) make amendments to this Agreement as the allocations General Partner in its discretion deems necessary or appropriate to give effect to such additional issuance; provided, that the issue price of items of Partnership income, gain, loss, deduction and credit to holders of each such class or series of Units; (b) the right of holders of each such class or series of Units to share (on a pari passu, junior or preferred basis) in Partnership distributions; (c) the rights of holders of each such class or series of Units upon dissolution and liquidation of the Partnership; (d) the voting rights, if any, of holders of each such class or series of Units; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Units. The total number of Units that may be created and any Equity Security issued pursuant to this Section 3.2 3.1(b) shall not be less than the Fair Value of such Equity Security at the time of issuance; provided, further, that without the Centerview Investors’ prior written consent the Partnership shall not, and shall cause its Subsidiaries not to, issue any (x) Common Series D Units (or any of the forgoing in respect of Common Series D Units), (y) Equity Securities of any Subsidiary of the Partnership (other then, for the avoidance of doubt, the Public Company or its Subsidiaries), other than in the case of this clause (y) (1) to the Partnership or to any other wholly-owned Subsidiary of the Partnership or (2) in connection with any offering of Equity Securities that would have constituted an Excluded Units if such offering had been made by the Partnership (with the provisions of the definition of Excluded Units applying mutatis mutandis to such offering) and (z) any Equity Securities of the Partnership that are pari passu or more senior to the Common Series D Units with respect to Distributions to any Person, other than in the case of this clause (z): (1) subject to compliance with Section 9.7 (as it exists on the date hereof), Common Series A Units and Common Series B Units (or any of the foregoing in respect of Common Series A Units or Common Series B Units); (2) solely to a Person who is not limited(or will become upon such issuance) a Management Partner, Common Series C Units; (3) Equity Securities that are more senior with respect to Distributions to all Units as of the date hereof; or (4) Equity Securities that are pari passu to the Common Series D Units with respect to Distributions to a non-Affiliated third party or a group of non-Affiliated third parties, subject to compliance with Section 9.7 (as it exists on the date hereof).

Issuance of Additional Units. The General Partner may from time to time admit any Person as an additional Limited Partner of the Partnership (each such Person, if so admitted, an "“Additional Limited Partner" ” and collectively, the "“Additional Limited Partners"”). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner on the attached Schedule A. Each Substitute Limited Partner shall be deemed an Additional Partner whose admission as an Additional Limited Partner has been approved by the General Partner for all purposes hereunder. Subject to the satisfaction of the foregoing requirements and Section 4.1(c), the General Partner is hereby expressly authorized to cause the Partnership to issue additional Units for such consideration and on such terms and conditions, and to such Persons, including the General Partner, any Limited Partner or any of their Affiliates, as shall be established by the General Partner in its sole discretion, all without the approval of any Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Partnership to issue Units (i) upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Partnership, (ii) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Partnership and its Partners, and (iii) in connection with the merger of any other Person into the Partnership if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Partnership. The General Partner is hereby expressly authorized to take any action, including without limitation amending this Agreement and Schedule A, to reflect any issuance of additional Units. Additional Units may be Class A Common Units, Class B Common Units or other Units. Any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties (including, without limitation, rights, powers and duties that may be senior or otherwise entitled to preference over existing Units) as shall be determined by the General Partner, in its sole and absolute discretion without the approval of any Limited Partner or any other Person, and set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (each, a "“Unit Designation"”). Without limiting the generality of the foregoing, the General Partner shall have authority to specify (a) the allocations of items of Partnership income, gain, loss, deduction and credit to holders of each such class or series of Units; (b) the right of holders of each such class or series of Units to share (on a pari passu, junior or preferred basis) in Partnership distributions; (c) the rights of holders of each such class or series of Units upon dissolution and liquidation of the Partnership; (d) the voting rights, if any, of holders of each such class or series of Units; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Units. The total number of Units that may be created and issued pursuant to this Section 3.2 is not limited.and

Issuance of Additional Units. The General Partner may from At any time to time admit without the consent of any Person as an additional Limited Partner of the Partnership (each such PersonPartner, if so admitted, an "Additional Limited Partner" and collectively, the "Additional Limited Partners"). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner on the attached Schedule A. Each Substitute Limited Partner shall be deemed an Additional Partner whose admission as an Additional Limited Partner has been approved by the General Partner for all purposes hereunder. Subject but subject to the satisfaction provisions of the foregoing requirements and Section 4.1(c)8.4 hereof, the General Partner is hereby expressly authorized to cause may, upon its determination that the Partnership to issue issuance of additional Units for such consideration and on such terms and conditions, and to such Persons, including the General Partner, any Limited Partner or any of their Affiliates, as shall be established by the General Partner in its sole discretion, all without the approval of any Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Partnership to issue Units (i"Additional Units") upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Partnership, (ii) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Partnership, cause the Partnership to issue Additional Units to and its Partnersadmit as a limited partner in the Partnership, any Person (the "Additional Partner") in exchange for the contribution by such Person of cash and/or property desirable to further the purposes of the Partnership under Section 2.3 hereof. The number of Additional Units issued to any Additional Partner shall be equal to the product of the (a) Conversion Factor multiplied by (b) the quotient of (i) the Gross Asset Value of the property contributed by the Additional Partner (net of liabilities assumed by the Partnership in connection with the contribution of such Property to the Partnership or to which such Property is subject) as of the date of contribution (the "Contribution Date") divided by (ii) Current Per Share Market Price in respect of such transaction, and the General Partner may admit an Additional Partner to the Partnership upon such other terms as it deems appropriate. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Partner in accordance with the provisions of this Section 8.3 in the event that the General Partner deems such amendment to be desirable, and the General Partner promptly shall deliver a copy of such amendment to each Limited Partner. Notwithstanding anything contained herein to the contrary, an Additional Partner that acquires Additional Units pursuant to this Section 8.3 shall not acquire any interest in, and may not exercise or otherwise participate in, any Rights pursuant to the Rights Agreements unless they are expressly granted such rights. Restrictions on Transfer. In addition to any other restrictions on transfer herein contained, in no event may any transfer or assignment of Units by any Partner be made (i) to any Person who lacks the legal right, power or capacity to own Units; (ii) in violation of any provision of any mortgage or trust deed (or the note or bond secured thereby) constituting a Lien against a Property or any part thereof, or other instrument, document or agreement to which the Partnership or any Property Partnership is a party or otherwise bound; (iii) in connection violation of applicable law; (iv) of any component portion of a Unit, such as the Capital Account, or rights to Net Operating Cash Flow, separate and apart from all other components of such Unit (other than such assignments of the right to receive distributions as the General Partner shall approve in writing which approval the General Partner may withhold in its sole discretion), (v) in the event such transfer would cause the General Partner to cease to comply with the merger REIT Requirements, (vi) if such transfer would cause a termination of the Partnership for federal income tax purposes, (vii) if such transfer would, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a partnership for Federal income tax purposes, (viii) if such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code), or (ix) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101. Notwithstanding anything in this Agreement to the contrary, no Partner may sell, assign or otherwise transfer its Units or other Person into interest in the Partnership if the applicable merger agreement provides or any portion thereof (or permit any interest in any Person that Persons are to receive directly or through another Person owns Units in exchange for their or other interests in the Person merging into Partnership to be transferred) to any Foreign Owner without providing written notice of the Partnership. The General Partner is hereby expressly authorized same to take any action, including without limitation amending this Agreement and Schedule A, to reflect any issuance of additional Units. Additional Units may be Class A Common Units, Class B Common Units or other Units. Any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties (including, without limitation, rights, powers and duties that may be senior or otherwise entitled to preference over existing Units) as shall be determined by the General Partner, in its sole and absolute discretion without the approval of any Limited Partner or any other Person, and set forth in a such written document thereafter attached to and made an exhibit to this Agreement, which exhibit notice shall be an amendment to this Agreement and shall be incorporated herein received by this reference (each, a "Unit Designation"). Without limiting the generality of the foregoing, the General Partner shall have authority at least thirty days prior to specify (a) the allocations of items of Partnership incomeany such sale, gainassignment or other transfer. Any sale, loss, deduction and credit to holders of each such class assignment or series of Units; (b) the right of holders of each such class or series other transfer of Units to share or other interests in the Partnership made in violation of this Section 8.4 (on a pari passuincluding without limitation any sale, junior assignment or preferred basis) in Partnership distributions; (c) the rights of holders of each such class or series other transfer of Units upon dissolution made without giving the notice described in the immediately preceding sentence) shall be null and liquidation of the Partnership; (d) the voting rights, if any, of holders of each such class or series of Units; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Units. The total number of Units that may be created and issued pursuant to this Section 3.2 is not limitedvoid ab initio.

Issuance of Additional Units. The (a) Without the consent of any Limited Partner, but subject to the terms of Section 9.3 below, the General Partner may from time to time admit any Person as an additional Limited Partner of the Partnership (each such Person, if so admitted, an "Additional Limited Partner" and collectively, the "Additional Limited Partners"). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner on the attached Schedule A. Each Substitute Limited Partner shall be deemed an Additional Partner whose admission as an Additional Limited Partner has been approved by the General Partner for all purposes hereunder. Subject to the satisfaction of the foregoing requirements and Section 4.1(c), the General Partner is hereby expressly authorized to cause the Partnership to issue additional Units for such consideration and on such terms and conditions, and to such Persons, the Partners (including the General Partner, any Limited Partner ) or any of their Affiliates, as shall be established by the General Partner in its sole discretion, all without the approval of any Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Persons additional Partnership to issue Units (i"Additional Units") upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Partnership, (ii) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Partnership and its Partners, and (iii) in connection with the merger of any other Person into the Partnership if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Partnership. The General Partner is hereby expressly authorized to take any action, including without limitation amending this Agreement and Schedule A, to reflect any issuance of additional Units. Additional Units may be Class A Common Units, Class B Common Units or other Units. Any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties (duties, including, without limitation, rights, powers and duties that may be senior to the Common Units, and admit any such other Person as an additional Limited Partner ("Additional Partner") (in accordance with Section 4.5 hereof), in exchange for the Capital Contribution by such Partner or otherwise entitled Person of cash and/or property. Without limiting the provisions of this Article IV, the General Partner is expressly authorized to preference over existing Unitscause the Partnership to issue Additional Units for less than either, (i) as shall be determined the fair market value thereof, or (ii) the applicable Current Per Share Market Price multiplied by the number of shares of Common Stock issuable with respect to such Additional Units upon the exercise of the Rights with respect thereto. The General Partner, in its sole Partner shall have the right and absolute discretion shall possess the authority to amend this Agreement without the approval consent of any Limited Partner to evidence any action taken pursuant to this Section 4.4(a). (b) In the event a Partner (the "Contributing Partner") contributes to the Partnership any funds obtained directly or any other Personindirectly from the issuance by the Company of Preferred Stock (the "Preferred Contributed Funds"), and set forth then the Contributing Partner shall be issued Preferred Units of a designated class or series to reflect its contribution of such funds. Each class or series of Preferred Units so issued shall be designated by the General Partner to identify such class or series with the class or series of Preferred Stock which constitutes the Related Issue. Each class or series of Preferred Units shall be described in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (each, a the "Preferred Unit Designation") attached as Exhibit B that shall set forth, in sufficient detail, the economic rights, including dividend, redemption and conversion rights and sinking fund provisions, of the class or series of Preferred Units and the Related Issue. The number of Preferred Units of a class or series shall be equal to the number of shares of the Related Issue sold. The Preferred Unit Designation shall provide for such terms for the class or series of Preferred Units that shall entitle the holders thereof to substantially the same economic rights as the holders of the Related Issue. Specifically, the holders of such Preferred Units shall receive distributions on the class or series of Preferred Units pursuant to Section 6.2 equal to the aggregate dividends payable on the Related Issue at the times such dividend are paid (the "Preferred Distribution Requirement"). Without limiting The Partnership shall redeem the generality class or series of Preferred Units for a redemption price per Preferred Unit equal to the redemption price per share of the foregoingRelated Issue, exclusive of any accrued unpaid dividends (the "Preferred Redemption Price") upon the redemption of any shares of the Related Issue. Each class or series of Preferred Units shall also be converted into additional Common Units at the time and on such economic terms and conditions as the Related Issue is converted into Common Stock. Upon the issuance of any class or series of Preferred Units pursuant to this Section 4.4(b), the General Partner shall have authority provide the Limited Partners with a copy of the Preferred Unit Designation relating to specify (a) the allocations of items of Partnership income, gain, loss, deduction and credit to holders of each such class or series of Units; (b) the right of holders of each such class or series of Units to share (on a pari passu, junior or preferred basis) in Partnership distributions; (c) the rights of holders of each such class or series of Units upon dissolution and liquidation of the Partnership; (d) the voting rights, if any, of holders of each such class or series of Units; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Units. The total number of Units that may be created and issued pursuant to this Section 3.2 is not limitedseries.

Issuance of Additional Units. The General Partner may from time to time admit any Person as an additional Limited Partner of the Partnership (each such Person, if so admitted, an "“Additional Limited Partner" ” and collectively, the "“Additional Limited Partners"”). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner on the attached Schedule A. Each Substitute Limited Partner shall be deemed an Additional Partner whose admission as an Additional Limited Partner has been approved by the General Partner for all purposes hereunder. Subject to the satisfaction of the foregoing requirements and Section 4.1(c), the General Partner is hereby expressly authorized to cause the Partnership to issue additional Units for such consideration and on such terms and conditions, and to such Persons, including the General Partner, any Limited Partner or any of their Affiliates, as shall be established by the General Partner in its sole discretion, all without the approval of any Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Partnership to issue Units (i) upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Partnership, (ii) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Partnership and its Partners, and (iii) in connection with the merger of any other Person into the Partnership if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Partnership. The General Partner is hereby expressly authorized to take any action, including without limitation amending this Agreement and Schedule A, to reflect any issuance of additional Units. Additional Units may be Class A Common Units, Class B Common Units or other Units. Any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties (including, without limitation, rights, powers and duties that may be senior or otherwise entitled to preference over existing Units) as shall be determined by the General Partner, in its sole and absolute discretion without the approval of any Limited Partner or any other Person, and set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (each, a "“Unit Designation"”). Without limiting the generality of the foregoing, the General Partner shall have authority to specify (a) the allocations of items of Partnership income, gain, loss, deduction and credit to holders of each such class or series of Units; (b) the right of holders of each such class or series of Units to share (on a pari passu, junior or preferred basis) in Partnership distributions; (c) the rights of holders of each such class or series of Units upon dissolution and liquidation of the Partnership; (d) the voting rights, if any, of holders of each such class or series of Units; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Units. The total number of Units that may be created and issued pursuant to this Section 3.2 is not limited.