Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners or other Persons 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 existing Partnership Interests and Partnership Units, all as shall be determined by the General Partner in its sole and absolute discretion, 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 and Partnership Units, (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein. B. Notwithstanding any provision of Section 4.2.A to the contrary, no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries unless (1) (a) the additional Partnership Interests are issued in connection with an issuance of shares of LXP, which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries in accordance with Section 4.2.A, and (b) LXP through the General Partner or the Initial Limited Partner makes a Capital Contribution to the Partnership of a corresponding amount from the proceeds raised in connection with the issuance of such shares of LXP; (2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or (3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Lepercq Corporate Income Fund L P), Limited Partnership Agreement (Lexington Realty Trust)
Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership to issue additional Partnership Interests, and to admit the recipients of such Partnership Interests as Partners, for any Partnership purpose at any time or from time to time to issue time, including but not limited to, additional classes of Partnership Units issued in connection with acquisitions of properties, to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (i) upon the conversion, redemption or exchange of any debt or other Persons 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 General Partner and the Partnership and (iii) in connection with any merger of any other entity into the Partnership or any Subsidiary of the Partnership if the applicable merger agreement provides that entity or its owners are to receive Partnership Interests in exchange for their interests in the entity merging into the Partnership or any Subsidiary of the Partnership. Any additional Partnership Units or other Partnership Interests issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences preferences, redemption rights, conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to existing Partnership Interests and Partnership Unitsany Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion and without the approval of any Limited Partner. Without limiting the generality of the foregoing, including, without limitation, the General Partner shall have authority to specify (iA) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests and Partnership UnitsInterests, (iiB) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, (iiiC) the redemption rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership, (D) the voting rights, if any, of each such class or series of Partnership Interests and Partnership Units, (ivE) the conversion, redemption or exchange rights of applicable to each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other termsInterests; provided, designationshowever, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries Partner unless:
4.3.1 (1) (ai) the additional Partnership Interests are issued in connection with an issuance of shares of LXPREIT Shares or other interests in CCI, which shares REIT Shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner, Partner by the Initial Limited Partner, LXP or any of their Subsidiaries Partnership in accordance with this Section 4.2.A, 4.3 and (bii) LXP through CCI shall contribute to the General Partner or and the Initial Limited General Partner makes shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the proceeds raised in connection with the issuance of such shares of LXPREIT Shares or other interests in CCI;
(2) 4.3.2 the additional Partnership Interests are issued in exchange for Property or other assets owned by the General Partner Interests or Limited Partner Interests issued in consideration for with a contribution fair market value, as determined by the General Partner, in good faith, equal to the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price value of the REIT Shares on the date such Capital Contribution is effectivePartnership Interests; or
(3) 4.3.3 the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage InterestsInterests with respect to the class of Partnership Interests so issued.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Cottonwood Communities, Inc.), Limited Partnership Agreement (Cottonwood Communities, Inc.)
Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the Post Partners) or other Persons 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 existing Partnership Interests and Partnership UnitsLimited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion and without the approval of any of the Limited Partners, subject to Georgia 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 and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other termsPartnership, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited Partner, LXP PPI or any of their Subsidiaries unlessPost Partner unless either
(1) (a) the additional Partnership Interests are issued in connection with an issuance of shares of LXPPPI, which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries Post Partners in accordance with this Section 4.2.A, and (b2) LXP through PPI shall transfer to one or both of the General Partner Post Partners, by loan or the Initial Limited Partner makes a Capital Contribution capital contribution, an amount equal to the Partnership of a corresponding amount from the proceeds raised in connection with the issuance of such shares of LXP;
(2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued PPI and, in consideration for a contribution by the General Partnerturn, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and applicable Post Partners shall make Capital Contributions to the number of Partnership Units issued does not exceed in an aggregate amount equal to the amount of such cash or the Agreed Value of such contributed assets divided transferred to them by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effectivePPI; or
(3b) the additional Partnership Interests are issued to all Partners holding Common Partnership Units in proportion to their respective Percentage Interests in Common Partnership Units. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of PPI and the Partnership (for example, and not by way of limitation, the issuance of Partnership Units pursuant to an employee purchase plan providing for employee purchases of Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the Partnership Units, either at the time of issuance or at the time of exercise).
B. PPI shall not issue any additional REIT Shares (other than REIT Shares issued pursuant to Section 8.6), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares (collectively, "New Securities") other than to all holders of REIT Shares unless (i) the General Partner shall cause the Partnership to issue to the Post Partners 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 similar to those of the New Securities; and (ii) PPI transfers to one or both of the Post Partners, by loan or contribution, the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities and the applicable Post Partners, in turn, contribute the amount so transferred to them to the Partnership. Without limiting the foregoing, PPI is expressly authorized to issue New Securities for less than fair market value, and the General Partner is expressly authorized to cause the Partnership to issue to the Post Partners corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the interest of PPI and the Partnership (for example, and not by way of limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of REIT 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 REIT Shares, either at the time of issuance or at the time of exercise), and (y) PPI transfers all proceeds from such issuance and exercise to the Post Partners, whether by loan or capital contribution, and the Post Partners, in turn, contribute the amount so transferred to them to the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Post Apartment Homes Lp), Limited Partnership Agreement (Post Apartment Homes Lp)
Issuances of Additional Partnership 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 and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Common 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 existing Partnership the Limited Partner Interests currently outstanding and Partnership Unitsany other Common Units hereafter issued, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion subject to Delaware law, including, without limitation, (i1) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, Partnership; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, Partner and/or the Initial Limited Partner, LXP or any of their Subsidiaries unless
unless either (1) (aa)(1) the additional Partnership Interests are issued in connection with an the grant, award or issuance of shares of LXPREIT Shares or other equity interests by the Company, which REIT shares or other equity interests have designations, preferences and other rights, all rights such that the economic interests attributable to such REIT shares or other equity interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General PartnerPartner and/or the Initial Limited Partner in accordance with this Section 4.2.A, and (2) · the Company shall make a capital contribution to the General Partner and/or the Initial Limited Partner, LXP or any of their Subsidiaries in accordance with Section 4.2.A, and (b) LXP through the General Partner or the Initial Limited Partner makes which shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the proceeds raised in connection with the issuance of such shares of LXP;
issuance, or (2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement. In the event that the Partnership issues Partnership Interests pursuant to this Section 4.2.A, the General Partner shall make such revisions to this Agreement (without any requirement of receiving approval of the Limited Partners) including but not limited to the revisions described in Section 5.4, Section 6.1 and Section 8.6 hereof, as it deems necessary to reflect the issuance of such additional Partnership Interests and the special rights, powers and duties associated therewith. Unless specifically set forth otherwise by the General Partner, any Partnership Interest issued after the date hereof shall represent Common Units.
B. From and after the date hereof, the Company shall not issue any additional REIT Shares (other than REIT Shares issued pursuant to Section 8.6), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares (collectively “New Securities”) other than to all holders of REIT Shares unless (i) the General Partner shall cause the Partnership to issue to the General Partner and/or the Initial Limited 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 similar to those of the New Securities; and (ii) the Company contributes to the General Partner and/or the Initial Limited Partner, which contribute[s] to the Partnership, the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities. Without limiting the foregoing, the Company is expressly authorized to issue New Securities for no tangible value or for less than fair market value, and the General Partner is expressly authorized to cause the Partnership to issue to the General Partner and/or the Initial Limited Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the interests of the Company and the Partnership (for example, and not by way of limitation, the issuance of REIT Shares and corresponding Units pursuant to an employee stock purchase plan providing for employee grants or purchases of REIT Shares or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise); and (y) the Company contributes all proceeds, if any, from such issuance and exercise to the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (CNL Income Mesa Del Sol, LLC)
Issuances of Additional Partnership Interests. A. The (a) Except as provided in paragraphs (b), (c) and (d) of this Section 4.2, the General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the REIT) or other Persons 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 relativepreferences, participatingparticipation, optional or other special rights, powers and duties, including rights, powers and duties senior to existing Partnership Interests and Partnership Limited Partner Units, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion and without the approval of any of the Limited Partners, 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 and Partnership Units, ; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership.
(b) Without limiting the powers granted to the General Partner in Section 4.2(a), the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interests of the REIT and the Partnership (v) any other termsfor example, designationsand not by way of limitation, preferences, rights, powers and duties of each such class or series the issuance of Partnership Interests and Units pursuant to an employee purchase plan providing for employee purchases of Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”either at the time of issuance or at the time of exercise), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, no such (c) No additional Partnership Units or other Partnership Interests shall be issued to the General PartnerREIT, the Initial Limited Partner, LXP or any of their Subsidiaries unlessunless either
(1) (ai) the additional Partnership Interests Units are issued in connection with an issuance of shares of LXPthe REIT, which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests Units issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries REIT in accordance with this Section 4.2.A4.2, and (bii) LXP through the General Partner or the Initial Limited Partner makes REIT shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the proceeds raised in connection with the issuance of such shares of LXP;the General Partner, or
(2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.
(d) Notwithstanding anything to the contrary in this Agreement, for so long as the Continuing Limited Partners or an assignee which is an Affiliate of a Continuing Limited Partner own fifteen percent (15%) or more of the Partnership Units, no additional Partnership Units that have more favorable rights, terms or conditions than the Partnership Units held by the Continuing Limited Partners will be issued to any Person without the prior written consent of a majority of the Partnership Units held by the Continuing Limited Partners.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Strategic Timber Trust Inc)
Issuances of Additional Partnership 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 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 existing Partnership Interests and Partnership UnitsLimited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion 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 and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, Partnership; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, Partner or an Affiliate of the Initial Limited Partner, LXP or any of their Subsidiaries unlessGeneral Partner unless either
(1) (a) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares of LXPby the General Partner, which shares have designations, preferences and other rights, all 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, the Initial Limited Partner, LXP or any of their Subsidiaries Partner in accordance with this Section 4.2.A, and (b2) LXP through the General Partner or the Initial Limited Partner makes shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the proceeds raised in connection with the issuance of such shares of LXP;the General Partner, or
(2b) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units 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 General Partner and the Partnership (for example, and not by way of limitation, the issuance of Partnership Units pursuant to an employee purchase plan providing for employee purchases of Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the Partnership Units, either at the time of issuance or at the time of exercise).
B. The General Partner shall not issue any additional REIT Shares (other than REIT Shares issued pursuant to Section 8.6), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares (collectively "New Securities") other than to all holders of REIT 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 similar to those of the New Securities, and (ii) the General Partner contributes to the Partnership the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities. Without limiting the foregoing, the General Partner is expressly authorized to issue New Securities for less than fair market value, and the General Partner is expressly authorized 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 best interests of the General Partner and the Partnership (for example, and not by way of limitation, the issuance of REIT Shares and corresponding Units pursuant to an employee stock purchase plan providing for employee purchases of REIT 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 REIT 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: Limited Partnership Agreement (Boddie Noell Properties Inc)
Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners or other Persons 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 existing Partnership Interests and Partnership Units, all as shall be determined by the General Partner in its sole and absolute discretion, 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 and Partnership Units, (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries unless
(1) (a) the additional Partnership Interests are issued in connection with an issuance of shares of LXP, which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries in accordance with Section 4.2.A, and (b) LXP through the General Partner or the Initial Limited Partner makes a Capital Contribution to the Partnership of a corresponding amount from the proceeds raised in connection with the issuance of such shares of LXP;
(2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.
Appears in 1 contract
Issuances of Additional Partnership 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 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 existing Partnership Interests and Partnership UnitsLimited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion subject to Georgia 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 and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership; provided, however, that no Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, no such additional Partnership Units or other Partnership Interests shall Interest may be issued to the General Partner, the Initial Limited Partner, LXP or any person that has a priority with respect to any of their Subsidiaries unless
(1) (a) the additional Partnership Interests are issued in connection with an issuance foregoing items over the Original Limited Partners at such time as the Original Limited Partners have priority as to distributions under Articles 5, 6 and 13 hereof and no Affiliate of shares of LXP, which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries in accordance with Section 4.2.A, and (b) LXP through the General Partner or the Initial Limited General Partner makes a Capital Contribution may be issued Units other than Units that are subordinate to the Partnership Units of a corresponding amount from the proceeds raised Original Limited Partners at such time as the Original Limited Partners have priority as to distributions under Articles 5, 6 and 13 hereof, except (i) as provided in connection with Section 7.4(g) hereof or (ii) the issuance of such shares of LXP;
(2) Units to the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests are issued to all Partners its Affiliates in proportion to their respective Percentage Interestsholdings of Units that have such priority as to distributions. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units 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 General Partner and the Partnership (for example, and not by way of limitation, the issuance of Partnership Units pursuant to an employee purchase plan providing for employee purchases of Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the Partnership Units, either at the time of issuance or at the time of exercise).
Appears in 1 contract
Issuances of Additional Partnership 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 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 existing Partnership Interests and Partnership UnitsLimited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion 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 and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, Partnership; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries unless
Partner unless either (1) (aa)(1) the additional Partnership Interests are issued in connection with an issuance of shares additional REIT Shares or Preferred REIT Shares of LXPthe General Partner, which shares have designations, preferences and other rights, all 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, the Initial Limited Partner, LXP or any of their Subsidiaries Partner in accordance with this Section 4.2.A, and (b2) LXP through the General Partner or the Initial Limited Partner makes shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the net proceeds raised in connection with the issuance of such shares additional REIT Shares or Preferred REIT Shares of LXP;
the General Partner, or (2b) the additional Partnership Interests are General Partner Interests in the applicable class or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests series are issued to all Partners in proportion to their respective Percentage Interests in such class or series.
B. The General Partner shall not issue any additional REIT Shares or Preferred REIT Shares (other than REIT Shares issued pursuant to Section 8.6), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares or Preferred REIT Shares (collectively “New Securities”) other than to all holders of REIT 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 similar to those of the New Securities, and (ii) the General Partner contributes the net proceeds from the 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 the General Partner is expressly authorized 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 REIT Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of REIT 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 REIT 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. Under the authority granted to it by Section 4.2.A, the General Partner hereby establishes an additional class of Partnership Units entitled “Class B Units” that is available to be issued in lieu of Class A Units, at the election of the General Partner, in its sole and absolute discretion, to newly admitted Partners in exchange for the contribution by such Partners of cash, real estate partnership interests, stock, notes or other assets or consideration. Except as otherwise provided below and in Section 5.1.B hereof, each Class B Unit shall have the same designations, rights, preferences, powers and duties as each Class A Unit:
(1) The amount of Available Cash distributable with respect to Class B Units shall be determined in accordance with Section 5.1.B hereof.
(1) Each Class B Unit shall be converted automatically into a Class A Unit on the day immediately following the Partnership Record Date for the Distribution Period (as defined in Section 5.1.B) in which the Class B Unit was issued, without the requirement for any action by either the Partnership or the Partner holding the Class B Unit.
(2) A holder of Class B Units will not have the Redemption Right under Section 8.6 with respect to its Class B Units. The Redemption Right for a holder of Class A Units into which Class B Units have been converted pursuant to clause (2) above shall be the same as set forth in Section 8.6 except that such Redemption Right shall not be exercisable for a period of one (1) year following the issuance of such Class B Units (or such longer or shorter period as may be set forth in the contribution agreement or amendment to this Agreement pursuant to which such Class B Units were issued).
(4) A holder of either Class B Units or Class A Units into which Class B Units have been converted pursuant to clause (2) above shall be subject to the restrictions on transfer imposed by Sections 11.3.C through 11.3.E of this Agreement (in addition to any other restrictions on transfer as may be set forth in the contribution agreement or amendment to this Agreement pursuant to which such Class B Units were issued).
(5) The General Partner shall cause Class B Units to be issued by the Partnership only pursuant to an amendment to this Agreement under the authority granted to the General Partner by Section 14.1.B.3 hereof, which amendment shall designate that the newly issued Partnership Units are Class B Units. The General Partner shall have the right, in its sole and absolute discretion, subject to Section 4.2.A above, to determine whether the Partnership should issue Class A Units, Class B Units (or one or more series thereof), or another class of Partnership Interests in connection with a contribution of property, other assets, or other consideration to the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Colonial Realty Limited Partnership)
Issuances of Additional Partnership 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 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 existing Partnership Interests and Partnership UnitsLimited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion subject to North Carolina 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 and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, Partnership; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, Partner or an Affiliate of the Initial Limited Partner, LXP or any of their Subsidiaries unlessGeneral Partner unless either
(1) (a) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares of LXPby the General Partner, which shares have designations, preferences and other rights, all 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, the Initial Limited Partner, LXP or any of their Subsidiaries Partner in accordance with this Section 4.2.A, and (b2) LXP through the General Partner or the Initial Limited Partner makes shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the proceeds raised in connection with the issuance of such shares of LXP;the General Partner, or
(2b) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units 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 General Partner and the Partnership (for example, and not by way of limitation, the issuance of Partnership Units pursuant to an employee purchase plan providing for employee purchases of Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the Partnership Units, either at the time of issuance or at the time of exercise).
B. The General Partner shall not issue any additional REIT Shares (other than REIT Shares issued pursuant to Section 8.6), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares (collectively "New Securities") other than to all holders of REIT 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 similar to those of the New Securities, and (ii) the General Partner contributes to the Partnership the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities. Without limiting the foregoing, the General Partner is expressly authorized to issue New Securities for less than fair market value, and the General Partner is expressly authorized 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 best interests of the General Partner and the Partnership (for example, and not by way of limitation, the issuance of REIT Shares and corresponding Units pursuant to an employee stock purchase plan providing for employee purchases of REIT 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 REIT 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
Issuances of Additional Partnership Interests. A. The Contribution Agreement sets forth the provisions upon which Additional Units shall be issued to the Original Limited Partners. The General Partner and Regency shall cause the Additional Units to be issued to the Original Limited Partners as set forth in the Contribution Agreement and to amend this Agreement to reflect the issuance of any such Additional Units. Subject to the restrictions set forth below, the General Partner is hereby authorized to cause the Partnership at any time or from time to time to issue to the Partners or to other Persons such additional Partnership Class B 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 existing Partnership Interests and Partnership Units, all for such consideration 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 and Partnership UnitsInterests, (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership; provided, however, that so long as there shall be any Original Limited Partnership and Units outstanding, without the Consent of the Original Limited Partners, (va) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests issued shall be subordinate to the Original Limited Partnership Units and will not affect the priority of distributions with respect to the Original Limited Partnership Units, in each case Units as set forth in a supplement Section 5.1 hereof, except as provided below with respect to this Agreement Class A Units, (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, b) no such additional Partnership Units or other Partnership Interests other than Class B Units shall be issued to the General Partner, the Initial Limited Partner, LXP Regency or any Affiliate of their Subsidiaries unless
(1) (a) the additional Partnership Interests are issued in connection with an issuance of shares of LXP, which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to Regency or the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries in accordance with Section 4.2.A, and (bc) LXP through no Partnership Interests on a parity with the Original Limited Partnership Units shall be issued to any Person, except as provided below with respect to Class A Units. No later than six months after the First Closing, the General Partner or shall have the Initial right, without the Consent of the Original Limited Partner makes a Capital Contribution Partners, to issue up to 250,000 Class A Units in exchange for the contribution to the Partnership of a corresponding amount from certain interests and rights in either or both of the proceeds raised in connection properties generally known as Peartree Village and Roswell Village (or cash), with the issuance of such shares of LXP;
(2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Class A Units issued does not exceed being computed by dividing the amount of such cash or the Agreed Value agreed net contribution value of such contributed assets divided interests and rights (or cash) by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests$22-1/8.
Appears in 1 contract
Samples: Limited Partnership Agreement (Regency Realty Corp)
Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, to cause the Partnership from time to time to issue to any existing Partner (including the Partners General Partner or the Company) or to any other Persons additional Person, and to admit such Person as a limited partner in the Partnership, Partnership Units or other Partnership Interests (in each case in exchange for the contribution by such Person of property or other assets) in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to existing Partnership Interests and Partnership UnitsLimited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion 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 and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, Partnership; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General PartnerCompany, the Initial Limited Partner, LXP or any of their Subsidiaries unless
unless either (1) (aa)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares of LXPby the Company, which shares have designations, preferences and other rights, all 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, the Initial Limited Partner, LXP or any of their Subsidiaries Company in accordance with this Section 4.2.A, and (b2) LXP through the General Partner or the Initial Limited Partner makes Company shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the proceeds raised in connection with the issuance of such shares of LXP;
issuance, (2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the Company. In addition, the Company may acquire Units from other Partners pursuant to this Agreement. Table of Contents
B. Upon completion of any public offering of the Company’s REIT Shares under the Securities Act or private equity placement of securities of the Company that occurs on or after the date hereof (an “Offering”), the Company may, but shall not be required to, contribute the proceeds of the Offering to the Partnership, which proceeds will be net of the underwriter’s discount and other expenses, and, if the Company does contribute such net proceeds to the Partnership, the Company shall be credited with having made a Capital Contribution to the Partnership in the amount of such net proceeds. If the Company does contribute such net proceeds to the Partnership, the Partners hereby acknowledge and agree that the aggregate number of additional Partnership Units to be issued to the Company upon completion of the Offering shall be equal to the number of shares of Shares issued in the Offering. Nothing in this Agreement shall require that the Company contribute to the Partnership the net proceeds from any Offering, and the Company shall be permitted to retain and/or use such net proceeds as determined by the Company in its sole discretion, in all cases, unless any distribution required to be paid to the Limited Partners under this Agreement shall be due and not paid in full, in which case, the Company shall contribute to the Partnership an amount of such net proceeds sufficient to pay such distribution.
C. The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section 4.2.C and the special provisions of Sections 6.1.C, 8.7 and 8.8, LTIP Units shall be treated as Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, holders of LTIP Units shall be treated as Partnership Unitholders and LTIP Units shall be treated as Partnership Units. In particular, the Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Partnership Units for conversion, distribution and other purposes, including without limitation complying with the following procedures:
(i) If an Adjustment Event occurs, the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Partnership Units and LTIP Units. If the Partnership takes an action affecting the Partnership Units other than actions specifically defined herein as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer's certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, (i) the Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and
Appears in 1 contract
Samples: Limited Partnership Agreement (Provident Senior Living Trust)
Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners or other Persons 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 existing Partnership Interests and Partnership UnitsInterests, all as shall be determined by the General Partner in its sole and absolute discretion, 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 and Partnership UnitsInterests, (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly hereinPartnership.
B. Notwithstanding any provision of Section 4.2.A to the contrary, no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited PartnerLXP, and LXP LP or any of their Subsidiaries unless
(1) (a) the additional Partnership Interests are issued in connection with an issuance of shares of LXP, which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner, the Initial Limited PartnerLXP, an LXP LP or any of their Subsidiaries in accordance with Section 4.2.A, and (b) LXP through the General Partner or the Initial Limited Partner makes a Capital Contribution to the Partnership of a corresponding amount from the proceeds raised in connection with the issuance of such shares of LXP;,
(2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests Common Units issued in consideration for a contribution by the General Partner, the Initial Limited PartnerLXP, an LXP LP or any of their Subsidiaries of cash all or a portion of such Person’s ownership interest in an Other Partnership or other assets entity or asset and the number of Partnership Common Units issued does do not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital applicable Contribution is effectiveInterest Amount; or
(3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.
Appears in 1 contract
Samples: Limited Partnership Agreement (Lexington Realty Trust)
Issuances of Additional Partnership 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 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 existing Partnership Interests and Partnership UnitsLimited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion subject to North Carolina 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 and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, Partnership; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries unlessPartner unless either
(1a) (a1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares of LXPby the General Partner, which shares have designations, preferences and other rights, all 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, the Initial Limited Partner, LXP or any of their Subsidiaries Partner in accordance with this Section 4.2.A, and (b2) LXP through the General Partner or the Initial Limited Partner makes shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the proceeds raised in connection with the issuance of such shares of LXP;the General Partner, or
(2b) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the General Partner and the Partnership (for example, and not by way of limitation, the issuance of Partnership Units pursuant to an employee purchase plan providing for employee purchases of Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the Partnership Units, either at the time of issuance or at the time of exercise).
B. After the initial public offering of REIT Shares, the General Partner shall not issue any additional REIT Shares (other than REIT Shares issued pursuant to Section 8.6), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares (collectively “New Securities”) other than to all holders of REIT 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 similar to those of the New Securities, and (ii) the General Partner contributes to the Partnership the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities. Without limiting the foregoing, the General Partner is expressly authorized to issue New Securities for less than fair market value, and the General Partner is expressly authorized 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 REIT Shares and corresponding Units pursuant to an employee stock purchase plan providing for employee purchases of REIT 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 REIT 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. Under the authority granted to it by Section 4.2.A, the General Partner hereby establishes an additional class of Partnership Units entitled “Class B Units”. Class B Units shall have the designations, preferences, rights, powers and duties as set forth in Exhibit G.
Appears in 1 contract
Samples: Limited Partnership Agreement (Highwoods Properties Inc)
Issuances of Additional Partnership Interests. A. The (a) Without the consent of any Limited Partner, but subject to the terms of Section 9.4 below, the General Partner may from time to time, upon its determination that the issuance of additional Partnership Units (“Additional Units”) is hereby authorized in the best interests of the Partnership and upon not less than fifteen (15) days’ prior written notice to the Limited Partner Representative (provided that prior notice shall not be required if the Limited Partners collectively own less than five percent (5%) of the Partnership Units at the time of such issuance), cause the Partnership from time to time to issue to the Partners (including the General Partner) or other Persons additional Partnership Additional 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 dutiesduties as the General Partner shall determine, including including, without limitation, rights, powers and duties senior to existing the Limited Partner’s Partnership Interests and Partnership UnitsInterests, all and, if necessary, admit any such other Person as shall be determined an additional Limited Partner (“Additional Limited Partner”) (in accordance with Section 4.6 hereof), in exchange for the Capital Contribution by such Partner or Person of cash and/or property. Without limiting the provisions of this Article IV, the General Partner is expressly authorized to cause the Partnership to issue Additional Units for less than fair market value, so long as the General Partner concludes in its sole and absolute discretion, including, without limitation, good faith that such issuance is in the best interests of the Partnership. In the event that Additional Units are issued by the Partnership pursuant to this Section 4.3(a):
(i) the allocations Percentage Interest of items the Person to whom the Additional Units are being issued shall be equal to a fraction, the numerator of which is equal to the number of Partnership income, gain, loss, deduction Units issued to such Person as of the date of contribution to the Partnership (the “Contribution Date”) and credit the denominator of which is equal to each the total number of issued and outstanding Partnership Units on the Contribution Date (including the Partnership Units issued to such class or series of Partnership Interests and Partnership Units, Person); and
(ii) the right Percentage Interests of each Partner other than the Person to whom Additional Units are being issued shall be adjusted, as of the Contribution Date, such that the Percentage Interest of each such class or series Partner shall be equal to a fraction, the numerator of which is equal to the number of Partnership Interests Units owned by such Partner and the denominator of which is the total number of Partnership Units to share specified in Partnership distributions, the denominator of the fraction described in subparagraph (iiii) of this Section 4.3(a). As soon as reasonably practicable following the redemption rights, if any, issuance of each such class or series of Partnership Interests and Partnership Additional Units, (iv) the rights of General Partner shall provide written notice to each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership Limited Partners informing the Limited Partners of the number of Additional Units issued and (v) any other terms, designations, preferences, rights, powers the identity of the issue. Notice of such number and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which identity shall be deemed to amend and supplement this Agreement and form have been given when such information is disclosed in a part hereof as if set forth directly hereindocument publicly filed with the SEC.
B. Notwithstanding any provision of Section 4.2.A (b) The General Partner may not cause the Partnership to the contrary, no such additional Partnership issue Additional Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries unlessitself unless either:
(1i) (aA) the Additional Units or additional Partnership Interests are issued in connection with an issuance of shares of LXPthe capital stock of the General Partner (including shares of Common Stock issued by the General Partner to the Partnership to satisfy the Partnership’s redemption obligations under Article XI hereof), which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the Additional Units or additional Partnership Interests issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries Partner in accordance with Section 4.2.A4.3(a) hereof, and (bB) LXP through except for shares of Common Stock issued by the General Partner or to the Initial Limited Partnership to satisfy the Partnership’s redemption obligation under Article XI hereof, the General Partner makes shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the net proceeds raised in connection with the issuance of such shares of LXP;
(2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3ii) the Additional Units or additional Partnership Interests are issued to all Partners pro rata in proportion to accordance with their respective Percentage Interests.
(c) After the date hereof, the General Partner shall not issue any additional shares of Common Stock or Preferred Stock (other than shares of Common Stock or Preferred Stock issued pursuant to Article XI hereof or any exchange right or redemption right applicable to any Preferred Interest), rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock or Preferred Stock (collectively, “New Securities”) other than to all holders of the shares of Common Stock (or, to the extent such New Securities relate to Preferred Stock, to all holders of the shares of Preferred Stock) unless (i) the General Partner shall cause the Partnership to issue to the General Partner Partnership Interest or rights, options warrants or other rights, all such that the economic interests are substantially similar to those of the New Securities, and (ii) the General Partner contributes the proceeds, if any (subject to actual or deemed reimbursement of any expenses, including underwriting discount commission or fees by the Partnership to the General Partner pursuant to Section 7.1 hereof) from the 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 (so long as the General Partner concludes in good faith that such issuance is in the best interests of the Partnership) and to cause the Partnership to issue to the General Partner corresponding Partnership Interests.
(d) Notwithstanding anything contained herein to the contrary, the liability of the Limited Partners shall be limited to the aggregate amount of any capital contributions made by the Limited Partners pursuant to this Agreement. Except to the extent that additional capital contributions are unanimously approved by the Partners, the Limited Partners shall have no personal liability to contribute or lend money to, or in respect of, the liabilities or the obligations of the Partnership.
(e) Notwithstanding the provisions of Section 4.3(a) above, there shall be no adjustment of the Percentage Interests of the Partners on account of the additional Capital Contribution by the General Partner to the Partnership of the net proceeds from the sale of the Series F Preferred Stock or of the net proceeds from the sale of the Series G Preferred Stock.
Appears in 1 contract
Samples: Limited Partnership Agreement (Essex Property Trust Inc)
Issuances of Additional Partnership 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 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 existing Partnership Interests and Partnership UnitsLimited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretiondiscretion 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 and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, Partnership; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries unless
Partner unless either (1) (aa)(1) the additional Partnership Interests are issued in connection with an issuance of shares additional REIT Shares or Preferred REIT Shares of LXPthe General Partner, which shares have designations, preferences and other rights, all 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, the Initial Limited Partner, LXP or any of their Subsidiaries Partner in accordance with this Section 4.2.A, and (b2) LXP through the General Partner or the Initial Limited Partner makes shall make a Capital Contribution to the Partnership of a corresponding in an amount from equal to the net proceeds raised in connection with the issuance of such shares additional REIT Shares or Preferred REIT Shares of LXP;
the General Partner, or (2b) the additional Partnership Interests are General Partner Interests in the applicable class or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests series are issued to all Partners in proportion to their respective Percentage Interests in such class or series.
B. The General Partner shall not issue any additional REIT Shares or Preferred REIT Shares (other than REIT Shares issued pursuant to Section 8.6), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares or Preferred REIT Shares (collectively “New Securities”) other than to all holders of REIT 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 similar to those of the New Securities, and (ii) the General Partner contributes the net proceeds from the 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 the General Partner is expressly authorized 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 REIT Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of REIT 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 REIT 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. Under the authority granted to it by Section 4.2.A, the General Partner hereby establishes an additional class of Partnership Units entitled “Class B Units” that is available to be issued in lieu of Class A Units, at the election of the General Partner, in its sole and absolute discretion, to newly admitted Partners in exchange for the contribution by such Partners of cash, real estate partnership interests, stock, notes or other assets or consideration. Except as otherwise provided below and in Section 5.1.B hereof, each Class B Unit shall have the same designations, rights, preferences, powers and duties as each Class A Unit:
(1) The amount of Available Cash distributable with respect to Class B Units shall be determined in accordance with Section 5.1.B hereof.
(2) Each Class B Unit shall be converted automatically into a Class A Unit on the day immediately following the Partnership Record Date for the Distribution Period (as defined in Section 5.1.B) in which the Class B Unit was issued, without the requirement for any action by either the Partnership or the Partner holding the Class B Unit.
(3) A holder of Class B Units will not have the Redemption Right under Section 8.6 with respect to its Class B Units. The Redemption Right for a holder of Class A Units into which Class B Units have been converted pursuant to clause (2) above shall be the same as set forth in Section 8.6 except that such Redemption Right shall not be exercisable for a period of one (1) year following the issuance of such Class B Units (or such longer or shorter period as may be set forth in the contribution agreement or amendment to this Agreement pursuant to which such Class B Units were issued).
(4) A holder of either Class B Units or Class A Units into which Class B Units have been converted pursuant to clause (2) above shall be subject to the restrictions on transfer imposed by Sections 11.3.C through 11.3.E of this Agreement (in addition to any other restrictions on transfer as may be set forth in the contribution agreement or amendment to this Agreement pursuant to which such Class B Units were issued).
(5) The General Partner shall cause Class B Units to be issued by the Partnership only pursuant to an amendment to this Agreement under the authority granted to the General Partner by Section 14.1.B.3 hereof, which amendment shall designate that the newly issued Partnership Units are Class B Units. The General Partner shall have the right, in its sole and absolute discretion, subject to Section 4.2.A above, to determine whether the Partnership should issue Class A Units, Class B Units (or one or more series thereof), or another class of Partnership Interests in connection with a contribution of property, other assets, or other consideration to the Partnership.
D. Series A Preferred Units. Under the authority granted to it by Section 4.2.A hereof, the General Partner hereby establishes an additional class of Partnership Units entitled “Series A Cumulative Redeemable Preferred Units” (the “Series A Preferred Units”). Series A Preferred Units shall have the designations, preferences, rights, powers and duties as set forth in Exhibit G hereto.
E. Series B Preferred Units. Under the authority granted to it by Section 4.2.A hereof, the General Partner hereby establishes an additional class of Partnership Units entitled “Series B Cumulative Redeemable Preferred Units” (the “Series B Preferred Units”). Series B Preferred Units shall have the designations, preferences, rights, powers and duties as set forth in Exhibit H hereto.
F. Series 1998 Preferred Units. Under the authority granted to it by Section 4.2.A hereof, the General Partner hereby establishes an additional class of Partnership Units entitled “Series 1998 Junior Participating Preferred Units” (the “Series 1998 Preferred Units”). Series 1998 Preferred Units shall have the designations, preferences, rights, powers and duties as set forth in Exhibit I hereto.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Colonial Properties Trust)
Issuances of Additional Partnership 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 additional Limited 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 including, rights, powers and duties senior to existing the Limited Partners (including the Original Limited Partners and their heirs, successors and assigns), except that, notwithstanding the foregoing, with respect to the Original Limited Partners Related Assets, any such additional Limited Partnership Units or Partnership Interests shall, if at all, only carry or give to their holders rights to receive distributions (as to amount, timing, and priority) junior to the rights of the Original Limited Partners as set forth in 194 this Agreement with respect to the Original Limited Partners Related Assets unless and until (and not before) the General Partner has made the election provided for in Section 5.2 of this Agreement. Following the making of such election, the rights as to distributions pertaining to such additional Limited Partnership UnitsUnits or Partnership Interests may be equal or junior to those of the Original Limited Partners and their heirs, all as successors and assigns. Subject to the foregoing, the rights, privileges, benefits, burdens, and restrictions relating to any such additional Limited Partnership Units or Partnership Interests shall be determined by the General Partner in its sole and absolute discretiondiscretion (but without creating different priorities as between the Limited Partner Interests and the General Partner Interests received by the General Partner and the Original Limited Partners in connection with the contributions provided for under the Master Contribution Agreement), 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 and Partnership Units, Interests; (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, ; and (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.
B. Notwithstanding any provision of Section 4.2.A to the contrary, Partnership; provided that no such additional Limited Partnership Units or other Partnership Interests shall be issued to the General Partner, as the Initial General Partner, or a Limited Partner, LXP or any to an Affiliate of their Subsidiaries unless
(1) (a) either the General Partner or a Limited Partner, unless the additional Partnership Interests are issued in connection with an for a fair economic consideration determined at the time of or within ninety (90) days prior to the issuance, or unless the issuance of such additional Partnership Interests is otherwise permitted under the terms and provisions of this Agreement. A determination by an independent investment banker or financial advisor that the consideration paid or proposed to be paid by the General Partner in this regard is a fair economic consideration, or is otherwise fair from a financial point of view, to the Partnership shall be conclusive and binding upon all parties hereto for all purposes, and shall constitute a conclusive, non-rebuttable presumption that the consideration so paid represented fair, good faith, and proper action by the General Partner with the Partnership as concerns the General Partner's dealings and transactions with the Partnership in relation to such issuance.
B. If the General Partner makes the election provided for in Section 5.2 of this Agreement, then thereafter the General Partner shall be authorized at any time, in its sole discretion, and without the need for any vote, consent or approval from, or consultation with, any Limited Partner, and further without the need for any appraisal, valuation, or any other analysis or evaluation of any property, assets, rights, debts, liabilities, obligations, claims, title, encumbrances, or any other matters of any sort from any person, to contribute, assign, convey, and transfer all, but not less than all, of the General Partner's rights, title, claims, interests, debts, duties, liabilities, and 195 obligations, in, to, and relating to all, but not less than all, of the General Partner's assets, properties, debts, liabilities, and obligations (excluding the General Partner's rights, title, claims, interests, debts, duties, liabilities, and obligations in, to, and relating to its interest in the Partnership, and also excluding same as such relates to any other entity in which the General Partner has an interest but which does not own a direct or indirect interest in real property) to the Partnership. In exchange therefor, the Partnership shall immediately issue to the General Partner (A) that number of Limited Partnership Units equal to the number of the outstanding shares of LXP, which shares have designations, preferences and other rights, all common stock of the General Partner at the time of such that contribution by the economic interests are substantially similar General Partner to the designationsPartnership, preferences and (B) options, warrants, and other rights to acquire additional Limited Partnership Units in the Partnership and other securities of the additional Partnership Interests on a unit-for-unit basis equivalent to, and on the same terms and conditions as, all options, warrants, and other rights and securities issued and then outstanding ("General Partner Security Rights") with regard to any shares of capital stock or other securities of any kind of the General Partner then or thereafter issued. After consolidation of the General Partner's affairs into the Partnership as described in this Section, upon the exercise by any holder of any General Partner Security Rights and the General Partner's issuance of its securities to the exercising party with respect thereto, or the issuance of any other securities of the General Partner, the Initial Limited PartnerGeneral Partner promptly shall contribute to the Partnership any consideration received upon such exercise (net of all costs, LXP or any of their Subsidiaries in accordance with Section 4.2.Afees, expenses, and (b) LXP through commissions relating thereto), and the Partnership shall thereupon issue to the General Partner or an equivalent number of Limited Partnership Units (in the Initial Limited Partner makes a Capital Contribution to the Partnership case of a corresponding amount from the proceeds raised in connection with the issuance of such shares of LXP;
(2) the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution issuances by the General Partner, the Initial Limited Partner, LXP Partner of shares of its common stock) or any of their Subsidiaries of cash or other assets and the an equivalent number of other interests in the Partnership Units which have parallel and comparable rights and privileges to the rights and privileges of the securities issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price General Partner (in the case of issuances by the REIT Shares on the date such Capital Contribution is effective; or
(3) the additional Partnership Interests are issued to all General Partners in proportion to their respective Percentage Interestsother than shares of its common stock.)
Appears in 1 contract
Samples: Master Contribution Agreement (Pacific Gulf Properties Inc)
