ISSUANCE OF OP UNITS. The Operating Partnership shall, in exchange for the Partnership Interest and after taking into account the transfer of the Excluded Interests to the Contributor, increase or decrease the number of OP Units issued to the Contributor in accordance with EXHIBIT D hereto. The increase or decrease of OP Units Issued to the Contributor shall be evidenced by either an amendment (the "Amendment") to the OP Agreement or by certificates relating to such units (the "Certificates") in either case, as shall be acceptable to the Contributor. The parties shall take such additional actions and execute such additional documentation as may be required by the Partnership Agreement and the OP Agreement in order to effect the transactions contemplated hereby.
ISSUANCE OF OP UNITS. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership shall, in exchange for the Contributed Interests contributed by the Contributor, issue to the Contributor a number of OP Units equal to the Contributor’s Formation Transaction Value, as the same may be adjusted in accordance with Section 1.04 below, divided by the IPO Price. No fractional OP Units shall be issued pursuant to this Agreement. If aggregating all OP Units that the Contributor would otherwise be entitled to receive as a result of any of the Formation Transactions would require the issuance of a fractional OP Unit, the number of OP Units which the Contributor shall be entitled to receive shall be rounded to the nearest whole number.
ISSUANCE OF OP UNITS. (i) The Contributor understands that the OP Units being issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities Laws (“Blue Sky Laws”), in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such OP Units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws.
(ii) The OP Units are being acquired under this Agreement by the Contributor in good faith solely for its own account for investment and not with a view toward resale or other distribution in violation of the Securities Act, and the OP Units shall not be disposed of by the Contributor in contravention of the Securities Act or any applicable Blue Sky Laws.
(iii) The Contributor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the OP Units, and it understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such OP Units).
(iv) The Contributor is personally and directly familiar with the business that is conducted and is intended to be conducted by the OP and the REIT, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the OP-General Partner, and the officers and trustees of the REIT concerning the business and financial affairs of the OP and the REIT, and the terms and conditions of its acquisition of such OP Units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing).
(v) The Contributor has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and financial advisers of the terms, nature and risks of investing in the OP Units at this time, and to consult with them as appropriate about the investment.
(vi) The Contributor is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.
ISSUANCE OF OP UNITS. Upon exercise of its participation rights under this Section 4.1 by Buyer in connection with the issuance by the Company of OP Units, Buyer shall have the right to purchase, and, upon such exercise, the Company will be required to issue to Buyer, the number of shares of Company Common Stock equal to the number of OP Units Buyer is entitled to purchase under Section 4.1(a) hereof. Such shares of Company Common Stock shall be issued by the Company in lieu of such number of OP Units Buyer would otherwise be entitled to purchase under Section 4.1(a) hereof.
ISSUANCE OF OP UNITS. Section 1.03 of the Contribution Agreement is hereby deleted in its entirety and replaced with the following:
ISSUANCE OF OP UNITS. (a) The General Partner may cause the Partnership to issue additional OP Units for value from time to time (i) to existing Partners (including itself), (ii) to new Partners, or (iii) to itself in connection with the issuance of additional stock or securities by it, at the Issue Price set forth in Section 4.5(b) below. The Issue Price shall be paid to the Partnership in cash, or in such other form as may be acceptable to the General Partner; provided, however, that if the General Partner issues shares of stock to its employees pursuant to any stock option, restricted stock or other employee benefit plan, the Issue Price of the OP Units purchased as a consequence thereof shall be paid in cash or property only to the extent of the cash or property received by the General Partner in exchange for such stock, and the Partnership shall be deemed to have received other value equal to the remainder of the Issue Price.
(b) Upon execution of this Agreement, the General Partner’s interest in the Partnership comprises substantially all of its assets, the number of Common OP Units held by the General Partner equals the number of shares of its outstanding common stock. It is expected that this circumstance will continue to exist, since the General Partner intends to distribute substantially all of its income on a current basis and has agreed to apply the net proceeds of the sale of additional stock or securities to the purchase of additional OP Units. The Issue Price shall be determined as follows:
(i) If the Issue Price of an OP Unit is specified in a Contribution Agreement or specifically set forth in this Agreement, the Issue Price shall be as so specified.
(ii) If the Issue Price of an OP Unit is not specified in a Contribution Agreement or specifically set forth in this Agreement, then the Issue Price shall be the market value of one share of the General Partner’s common stock, which shall be:
(A) Subject to sub-section (B) below, the market value shall be the average of the last reported sale price per share of the General Partner’s common stock on the New York Stock Exchange, or if there is no reported sale the mean between the last reported bid and asked price, on each of the most recent ten (10) trading days preceding the date of issuance of the OP Units, as reported in the Wall Street Journal (Midwest Edition) or another reputable publication or reporting service selected by the General Partner; or
(B) If the General Partner issues additional shares of its comm...
ISSUANCE OF OP UNITS. The Operating Partnership shall, in exchange for the SLP Interest contributed by the Special Limited Partner and the Cash Consideration contributed by AREP, issue (i) to the Special Limited Partner an amount of OP Units equivalent to 6,734,148 “OP Units” of the Parent OP in accordance with the Merger Agreement and (ii) to AREP an amount of OP Units equivalent to 79,872 “OP Units” of the Parent OP, with an aggregate value equivalent to the Cash Consideration, in accordance with the Merger Agreement. No fractional OP Units shall be issued pursuant to this Agreement. If the formula for calculating the number of OP Units issuable pursuant to this Agreement would require the issuance of a fractional OP Unit, the number of OP Units which the Special Limited Partner or AREP shall be entitled to receive, as applicable, shall be rounded to the nearest whole number. The Operating Partnership shall revise the Partnership Agreement to reflect the ownership of such OP Units by the Special Limited Partner and AREP. Immediately thereafter, upon the consummation of the Mergers, the OP Units will be converted into “OP Units” of the Parent OP in accordance with the Merger Agreement.
ISSUANCE OF OP UNITS. At the Closing: (i) the OP Units issued by ROIP to Seller will be duly authorized by the REIT or ROIP, as applicable, and, when issued against Consideration therefor, will be validly issued by the REIT or ROIP, fully paid and non-assessable; and (ii) Seller will be admitted as a limited partner of the Partnership entitled to all of the rights, privileges and other benefits of limited partners holding similar interests under the Partnership Agreement.
ISSUANCE OF OP UNITS. The OP Units when issued, will be duly and validly authorized and issued, free of any preemptive or similar rights, without any obligation to restore capital except as required by the DRULPA or as agreed between the OP and any limited partner in the OP.
ISSUANCE OF OP UNITS. The Operating Partnership shall, in exchange for the Cash Consideration contributed by the Advisor, issue to the Advisor a number of OP Units equal to 83,333, with an aggregate value equivalent to the Cash Consideration. No fractional OP Units shall be issued pursuant to this Agreement. The ownership of such OP Units by the Advisor shall be reflected in the Amended Partnership Agreement.
