Issuances of Additional Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Units or other Partnership Interests 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 rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided that no such additional Partnership ------------- Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner, which shares have designations, preferences and other rights (except for voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.2.A, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, raised in connection with the issuance of such shares of the General Partner, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. B. After the date hereof, the General Partner shall not grant, award, or issue any additional OPCO Shares (other than OPCO Shares issued pursuant to Sections 8.6 or 8.7), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase OPCO Shares (collectively "New Securities"), other than to all holders of OPCO Shares unless (i) the General Partner shall cause the Partnership to issue to the General Partner Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of the New Securities, and (ii) the General Partner contributes the net proceeds from the grant, award or issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership. Without limiting the foregoing, the General Partner is expressly authorized to issue New Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the interests of the General Partner and the Partnership (for example, and not by way of limitation, the issuance of OPCO Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of OPCO Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the OPCO Shares, either at the time of issuance or at the time of exercise), and (y) the General Partner contributes all proceeds from such issuance and exercise to the Partnership.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Meristar Hotels & Resorts Inc)
Issuances of Additional Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Units or other Partnership Interests 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 rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided that no such additional Partnership ------------- Units or other Partnership Interests shall be issued to the General Partner unless either (a)absolute
(1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General PartnerCapStar, which shares have designations, preferences and other rights (except for voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.2.A, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, raised in connection with the issuance of such shares of CapStar and contributed by CapStar to the General Partner, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.
B. After CapStar has agreed, pursuant to a separate agreement with the date hereofPartnership (the "CapStar Agreement") that, the General Partner except as described in Section 4.2.C, CapStar shall not grant, award, or issue any additional OPCO CapStar Shares (other than OPCO CapStar Shares issued pursuant which are made available for delivery to Sections a Limited Partner as provided in Section 8.6 or 8.7), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase OPCO CapStar Shares (collectively "New SecuritiesNEW SECURITIES"), other than to all holders of OPCO CapStar Shares unless (i) the General Partner shall cause the Partnership to issue to the General Partner Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of the New Securities, and (ii) CapStar shall contribute to the General Partner, and the General Partner contributes shall thereafter contribute to the Partnership, the net proceeds from the grant, award or issuance of such New Securities and from the exercise of rights contained in such New Securities to the PartnershipSecurities. Without limiting the foregoing, the General Partner CapStar is expressly authorized under the CapStar Agreement to issue New Securities for less than fair market value, value (and the General Partner is hereby authorized to cause the Partnership to issue to the General Partner corresponding Partnership Interests), so long as (x) CapStar and the General Partner concludes conclude in good faith that such issuance is in the interests of CapStar, the General Partner and the Partnership (for example, and not by way of limitation, the issuance of OPCO CapStar Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of OPCO CapStar Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the OPCO CapStar Shares, either at the time of issuance or at the time of exercise), and (y) subject to the General Partner contributes provisions of Section 4.2.C, all proceeds from such issuance and exercise are contributed by CapStar to the General Partner and by the General Partner to the Partnership.
C. The parties acknowledge (i) that CapStar is the general partner of CMC and that CMC independently (and not through its interest in the Partnership) carries on activities similar to those of the Partnership, (ii) that CapStar may, in connection with the redemption of interests in CMC, issue New Securities to the partners of CMC and (iii) that CapStar may otherwise issue New Securities and cause the net proceeds of such issuance to be contributed to CMC and not to the General Partner as hereinabove provided. The parties further acknowledge that, notwithstanding anything to the contrary set forth in Section 4.2.B, CapStar shall have the right under the CapStar Agreement so to issue such New Securities without contributing the net proceeds from the issuance thereof (or from the exercise of rights contained therein) to the General Partner so long as CapStar determines in good faith that such issuance, and the contribution of the net proceeds thereof to CMC or the partners thereof, is in the interest of CapStar and is not prejudicial to the Partnership.
Appears in 1 contract
Issuances of Additional Interests. A. The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds, which funds may consist of cash or property ("Additional Funds") for any Partnership purposes as the General Partner may determine. The General Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions (of cash or property) in exchange for Partnership Units or other Partnership Interests, and is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other persons Persons (including, without limitation, admitting Persons to the Partnership as additional Limited Partners ("Additional Limited Partners")) in connection with the contribution of cash or property to the Partnership) , additional Partnership Units or other Partnership Interests 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 rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided that no such additional Partnership ------------- Units or other Partnership Interests shall be issued to the General Partner unless either (a)
(1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner, which shares have designations, preferences and other rights (except for voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.2.A4.1.A, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, raised in connection with the issuance of such shares of the General Partner, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.
B. After the date hereofEffective Date, the General Partner shall not grant, award, or issue any additional OPCO CHC Shares (other than OPCO CHC Shares issued pursuant to Sections 8.6 or 8.7Section 8.6), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase OPCO CHC Shares (collectively collective "New Securities"), other than to all holders of OPCO CHC Shares unless -------------- (i) the General Partner shall cause the Partnership to issue to the General Partner Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of the grant, award or issuance of such New Securities, and (ii) the General Partner contributes the net proceeds from the grant, award or issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership. Without limiting the foregoing, the General Partner is expressly authorized to issue New Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the interests of the General Partner and the Partnership (for example, and not by way of limitation, the issuance of OPCO CHC Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of OPCO CHC Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the OPCO CHC Shares, either at the time of issuance or at the time of exercise), and (y) the General Partner contributes all proceeds from such issuance and exercise to the Partnership.
C. The General Partner shall have the right to contribute any amounts described in Section 7.5.D to the Partnership at any time; provided however that ---------------- the General Partner shall not issue additional Partnership Units with respect to such contribution.
D. Upon the acceptance of additional Capital Contributions in exchange for Partnership Units, the Percentage Interest related thereto shall be equal to a fraction, the numerator of which is equal to the amount of cash and the Carrying Value of the property contributed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an "Adjustment Date") and the denominator of which is equal to the sum of (i) the Value of a CHC Share (computed as of the Business Day immediately preceding the Adjustment Date) multiplied by the CHC Shares Amount (assuming all outstanding Partnership Units are being "offered for redemption") and multiplied by the Other Assets Value Factor (the "Outstanding Value") plus (ii) the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of such Partnership Units. The Percentage Interest of each other Partner holding Partnership Units shall be adjusted downward accordingly. Notwithstanding the foregoing, solely for purposes of calculating a Partner's Percentage Interest pursuant to this Section 4.1.C, (i) in the case of cash Capital Contributions by the General Partner, such Capital Contributions will be deemed to equal the cash contributed by the General Partner plus, in the case of cash contributions funded by an offering of CHC Shares or other shares of capital stock of the General Partner, the offering costs attributable to the cash contributed to the Partnership, and (ii) in the case of the contribution of properties (or any portion thereof) by the General Partner which were acquired by the General Partner in exchange for CHC Shares immediately prior to such contribution, the General Partner shall be issued a number of Partnership Units equal to the number of CHC Shares issued by the General Partner in exchange for such properties, the Partnership Units held by the other Partners shall not be adjusted, and the Partners' Percentage Interests shall be adjusted accordingly. The General Partner shall promptly give each Partner written notice of its Percentage Interest, as adjusted.
E. Upon a contribution pursuant to Section 4.1.C above, the Percentage Interest of the General Partner's Partnership Units shall be collectively increased to a percentage obtained by dividing (i) the Adjusted Cash Amount (assuming all outstanding Partnership Units are being "offered for redemption") on the date of the contribution minus the fair market value of all assets retained, rather than contributed, by the General Partner (as determined by the General Partner), by (ii) the Adjusted Cash Amount on the contribution date. The Percentage Interest of each other Partner holding Partnership Units shall be adjusted downward accordingly. The General Partner shall promptly give each Partner written notice of its Percentage Interest, as adjusted.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Cavanaughs Hospitality Corp)
Issuances of Additional Interests. A. The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds, which funds may consist of cash or property ("Additional Funds") for any Partnership purposes as the General Partner may determine. The General Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions (of cash or property) in exchange for Partnership Units or other Partnership Interests, and is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) or other persons Persons (including, without limitation, admitting Persons to the Partnership as additional Limited Partners ("Additional Limited Partners")) in connection with the contribution of cash or property to the Partnership) , additional Partnership Units or other Partnership Interests 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 rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided that no such additional Partnership ------------- -------- ---- Units or other Partnership Interests shall be issued to the General Partner unless either (a)
(1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner, which shares have designations, preferences and other rights (except for voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.2.A4.1.A, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, raised in connection with the issuance of such shares of the General Partner, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.
B. After the date hereofEffective Date, the General Partner shall not grant, award, or issue any additional OPCO CHC Shares (other than OPCO CHC Shares issued pursuant to Sections 8.6 or 8.7Section 8.6), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase OPCO CHC Shares (collectively collective "New Securities"), other than to all holders of OPCO CHC Shares unless -------------- (i) the General Partner shall cause the Partnership to issue to the General Partner Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of the grant, award or issuance of such New Securities, and (ii) the General Partner contributes the net proceeds from the grant, award or issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership. Without limiting the foregoing, the General Partner is expressly authorized to issue New Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the interests of the General Partner and the Partnership (for example, and not by way of limitation, the issuance of OPCO CHC Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of OPCO CHC Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the OPCO CHC Shares, either at the time of issuance or at the time of exercise), and (y) the General Partner contributes all proceeds from such issuance and exercise to the Partnership.
C. Upon the acceptance of additional Capital Contributions in exchange for Partnership Units, the Percentage Interest related thereto shall be equal to a fraction, the numerator of which is equal to the amount of cash and the Carrying Value of the property contributed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an "Adjustment Date") and the denominator of which is equal to the sum of (i) the Value of a CHC Share (computed as of the Business Day immediately preceding the Adjustment Date) multiplied by the CHC Shares Amount (assuming all outstanding Partnership Units are being "offered for redemption") (the "Outstanding Value") plus (ii) the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of such Partnership Units. The Percentage Interest of each other Partner holding Partnership Units shall be adjusted downward accordingly. Notwithstanding the foregoing, solely for purposes of calculating a Partner's Percentage Interest pursuant to this Section 4.1.C, (i) in the case of cash Capital Contributions by the General Partner, such Capital Contributions will be deemed to equal the cash contributed by the General Partner plus, in the case of cash contributions funded by an offering of CHC Shares or other shares of capital stock of the General Partner, the offering costs attributable to the cash contributed to the Partnership, and (ii) in the case of the contribution of properties (or any portion thereof) by the General Partner which were acquired by the General Partner in exchange for CHC Shares immediately prior to such contribution, the General Partner shall be issued a number of Partnership Units equal to the number of CHC Shares issued by the General Partner in exchange for such properties, the Partnership Units held by the other Partners shall not be adjusted, and the Partners' Percentage Interests shall be adjusted accordingly. The General Partner shall promptly give each Partner written notice of its Percentage Interest, as adjusted.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Cavanaughs Hospitality Corp)
