Common use of Issuances of Additional Partnership Interests Clause in Contracts

Issuances of Additional Partnership Interests. Subject to Section 2.1(b), the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue additional Partnership interests (in addition to the Units) 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 as the General Partner may determine, including rights, powers and duties senior to the Units, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, (ii) the rights of the Units to share in Partnership distributions, (iii) the rights of the Units to vote on or approve matters, and (iv) the right of the Units upon dissolution and liquidation of the Partnership; provided that any such additional limited partnership interests in the Partnership may be issued to the Fund REIT only pursuant to Section 2.1(b). The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If the General Partner determines that it is necessary or desirable to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder to the extent necessary to give effect to the designations, preferences and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interests, the General Partner may cause such amendments and filings to be made, which filings might take the form of amendments to the Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect to the terms of this Agreement, no approval or consent of any Partners shall be required in connection with the making of any such filing or amendment.

Issuances of Additional Partnership Interests. Subject The General Partner is hereby authorized to Section 2.1(b), the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue such additional Partnership interests (Interests in addition the form of Partnership Units for any Partnership purpose at any time or from time to time, to the UnitsPartners (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 Partners. Any additional 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 and relative, participating, optional or other special rights, powers and duties as the General Partner may determineduties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the UnitsGeneral Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, each such class or series of Partnership Interests; (ii) the rights right of the Units each such class or series of Partnership Interests to share in Partnership distributions, ; and (iii) the rights of the Units to vote on each such class or approve matters, and (iv) the right series of the Units Partnership Interests upon dissolution and liquidation of the Partnership; provided that any such additional limited partnership interests in . Without limiting the Partnership may be issued to the Fund REIT only pursuant to Section 2.1(b). The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If the General Partner determines that it is necessary or desirable to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder to the extent necessary to give effect to the designations, preferences and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interestsforegoing, the General Partner may is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value (as determined in good faith by the General Partner) to any Person other than the General Partner or an Affiliate of the General Partner, so long as the General Partner concludes in good faith that such amendments issuance is in the best interests of the Company and filings the Partnership. Upon each issuance of Partnership Units hereunder, the General Partner shall amend Exhibit A attached hereto to be made, which filings might take the form of amendments reflect such issuance. Notwithstanding anything to the Certificate; providedcontrary contained in this Section 4.02(a), however, that, unless specifically required by this Agreement or the Act after giving effect additional Partnership Interests issued to the terms General Partner or any Affiliate of this Agreement, no approval or consent of any Partners the General Partner shall be required in connection with the making same class and have the same rights as the Partnership Units issued to the UDR Partners pursuant to the Contribution Agreement and no Subsidiary of the Partnership shall issue any such filing equity interest to the General Partner or amendmentany Affiliate of the General Partner (other than the Partnership).

Issuances of Additional Partnership Interests. Subject The General Partner is hereby authorized to Section 2.1(b), the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue additional Partnership interests (Interests, and to admit the recipients of such Partnership Interests as Partners, for any Partnership purpose at any time or from time to time, including but not limited to, additional classes of Partnership Units issued in addition connection with acquisitions of properties, to the UnitsPartners (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 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 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 as the General Partner may determineduties, including rights, powers and duties senior to any Limited Partner Interests, all as shall be determined by the UnitsGeneral Partner in its sole and absolute discretion and without the approval of any Limited Partner. Without limiting the generality of the foregoing, including, without limitation, with respect the General Partner shall have authority to specify (iA) the allocations of items of Partnership income, gain, loss, deduction and credit to the Unitseach such class or series of Partnership Interests, (iiB) the rights right of the Units each such class or series of Partnership Interests to share in Partnership distributions, (iiiC) the rights of the Units to vote on each such class or approve matters, and (iv) the right series of the Units Partnership Interests upon dissolution and liquidation of the Partnership; provided that any such additional limited partnership interests in , (D) the Partnership may be issued to the Fund REIT only pursuant to Section 2.1(b). The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue voting rights, optionsif any, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase of each such additional Partnership interests. If the General Partner determines that it is necessary or desirable to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder to the extent necessary to give effect to the designations, preferences and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interestsInterests and (E) the conversion, the General Partner may cause redemption or exchange rights applicable to each such amendments and filings to be made, which filings might take the form class or series of amendments to the CertificatePartnership Interests; provided, however, that, unless specifically required by this Agreement or the Act after giving effect that no additional Partnership Interests shall be issued to the terms of this Agreement, no approval or consent of any Partners shall be required in connection with the making of any such filing or amendment.General Partner unless:

Issuances of Additional Partnership Interests. Subject to Section 2.1(b)the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner, in its sole discretion and without the consent of any Limited Partner, may Partner is hereby authorized to cause the Partnership to issue additional Partnership interests (Interests, in addition the form of Partnership Units, for any Partnership purpose, at any time or from time to time, to the Partners (including the General Partner) or to other Persons, and to admit such Persons as Additional Limited Partners, 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 or any other Person. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units (i) upon the conversion, redemption or exchange of any Debt, Partnership Units, or other securities issued by the Partnership, (ii) for less than fair market value, (iii) for no consideration, (iv) in connection with any merger of any other Person into the Partnership or (v) upon the contribution of property or assets to the Partnership. Any additional Partnership Interests may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relativepreferences, participating, optional conversion or other special rights, voting powers and duties as the General Partner may determine, including or rights, powers and duties senior restrictions, limitations as to the Unitsdistributions, qualifications or terms or conditions of redemption (including, without limitation, with respect terms that may be senior or otherwise entitled to preference over existing Partnership Units) as shall be determined by the General Partner, in its sole and absolute discretion without the approval of any Limited Partner or any other Person, and set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (ieach, a “Partnership Unit Designation”), without the approval of any Limited Partner or any other Person. Without limiting the generality of the foregoing, the General Partner shall have authority to specify: (a) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (b) the Unitsright of each such class or series of Partnership Interests to share (on a pari passu, junior or preferred basis) in Partnership distributions; (iic) the rights of the Units to share in each such class or series of Partnership distributions, (iii) the rights of the Units to vote on or approve matters, and (iv) the right of the Units Interests upon dissolution and liquidation of the Partnership; provided that any such additional limited partnership interests in (d) the Partnership may be issued to the Fund REIT only pursuant to Section 2.1(b). The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue voting rights, optionsif any, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase of each such additional Partnership interests. If the General Partner determines that it is necessary or desirable to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder to the extent necessary to give effect to the designations, preferences and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of Partnership Interests; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Partnership Interests. Except as expressly set forth in any Partnership Unit Designation or as may otherwise be required under the Act, a Partnership Interest of any class or series other than a Class A Common Unit or Class B Common Unit shall not entitle the holder thereof to vote on, or consent to, any matter. Upon the issuance of any additional Partnership interestsInterest, the General Partner may cause shall update the Register and the books and records of the Partnership as appropriate to reflect such amendments and filings to be made, which filings might take the form of amendments to the Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect to the terms of this Agreement, no approval or consent of any Partners shall be required in connection with the making of any such filing or amendmentissuance.

Issuances of Additional Partnership Interests. Subject to Section 2.1(b), the General Partner, in its sole discretion and without the consent of any Limited Partner, The Partnership may cause the Partnership to issue additional Partnership interests Interests (in addition other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the UnitsGeneral Partner shall determine, all without the approval of any Partner. Each additional Partnership Interest authorized to be issued by the Partnership pursuant to Section 5.5(a) may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relativepreferences, participating, optional or other special rights, powers and duties (which may be senior to existing classes and series of Partnership Interests), as shall be fixed by the General Partner may determinePartner, including rights, powers and duties senior to the Units, including, without limitation, with respect to (i) the allocations of right to share in Partnership profits and losses or items of Partnership income, gain, loss, deduction and credit to the Units, thereof; (ii) the rights of the Units right to share in Partnership distributions, ; (iii) the rights of the Units to vote on or approve matters, and (iv) the right of the Units upon dissolution and liquidation of the Partnership; provided that any such additional limited partnership interests in (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Partnership Interest; (v) whether such Partnership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Interest will be issued, evidenced by Certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Interest; and (viii) the right, if any, of each such Partnership Interest to vote on Partnership matters, including matters relating to the Fund REIT only pursuant to Section 2.1(b)relative rights, preferences and privileges of such Partnership Interest. The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If the General Partner determines shall take all actions that it is determines to be necessary or desirable appropriate in connection with (i) each issuance of Partnership Interests and Derivative Partnership Interests pursuant to amend this Agreement Section 5.5, (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder to ii) the extent necessary to give effect to conversion of the designations, preferences and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interests, the General Partner may cause such amendments and filings to be made, which filings might take the form of amendments to the Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect Combined Interest into Units pursuant to the terms of this Agreement, no approval (iii) reflecting admission of such additional Limited Partners in the Register as the Record Holders of such Limited Partner Interests and (iv) all additional issuances of Partnership Interests. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or consent other Partnership Interests being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of any Partners shall be required Partnership Interests or in connection with the making conversion of the Combined Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any such filing federal, state or amendmentother governmental agency or any National Securities Exchange on which the Units or other Partnership Interests are listed or admitted to trading. No fractional Units shall be issued by the Partnership.

Issuances of Additional Partnership Interests. Subject The Board of Directors is authorized to Section 2.1(b), the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue additional Common Units or other Partnership interests (in addition Interests for any Partnership purpose, from time to time, to such Persons for such consideration and on such terms and conditions as the Units) Board of Directors shall determine, without the approval of any Limited Partners. Each additional Partnership Interest authorized to be issued by the Partnership pursuant to this Section 4.01 may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as the General Partner may determineduties, including rights, powers and duties senior to any outstanding Limited Partner Interests issued on or before the UnitsEffective Date and any other Common Units and other Partnership Interests issued thereafter, all as shall be determined by the Board of Directors, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, each such class or series of Partnership Interests; (ii) the rights right of the Units each such class or series of Partnership Interests to share in Partnership distributions, ; and (iii) the rights of the Units to vote on each such class or approve matters, and (iv) the right series of the Units Partnership Interests upon dissolution and liquidation of the Partnership; provided . In the event that any such additional limited partnership interests in the Partnership may be issued to the Fund REIT only issues Partnership Interests pursuant to Section 2.1(b). The General Partner is4.01, in its sole discretion and without the consent of any Limited Partner, further authorized to issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If the General Partner determines that it is necessary shall make such amendments or desirable revisions to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder to any requirement of receiving approval of any the extent necessary to give effect to Limited Partners other than as may be required by the designations, preferences and other rights pertaining to additional Partnership interests) or to make terms of any filings under the Act or otherwise in order to reference the existence or creation of a class or series of Limited Partner Interest hereinafter created) including but not limited to the revisions described in Section 5.04 and 8.05 hereof, as the Board of Directors deems necessary to reflect the issuance of such additional Partnership interestsInterests and the special rights, powers and duties associated therewith. Unless specifically determined otherwise by the General Partner may cause such amendments and filings to be madeBoard of Directors, which filings might take any Partnership Interest issued after the form of amendments to the Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect to the terms of this Agreement, no approval or consent of any Partners Effective Date shall be required in connection with the making of any such filing or amendmentrepresent Common Units.

Issuances of Additional Partnership Interests. The Contribution Agreement sets forth the provisions upon which Additional Units shall be issued to the Original Limited Partners, and separate agreements relating to the admission of Additional Limited Partners set forth the provisions, if any, upon which any additional Class 2 Units shall be issued to Additional Limited Partners in the form of earn-out or as consideration for additional assets to be contributed by such Additional Limited Partners to the Partnership. The General Partner and Regency (i) shall cause the Additional Units to be issued to the Original Limited Partners as set forth in the Contribution Agreement, (ii) shall cause the additional Class 2 Units to be issued to the Additional Limited Partners entitled to receive the same, and (iii) shall cause the amendment of this Agreement to reflect the issuance of any such Additional Units and additional Class 2 Units. Subject to Section 2.1(b)the restrictions set forth below, the General Partner, in its sole discretion and without the consent of any Limited Partner, may Partner is hereby authorized to cause the Partnership at any time or from time to time to issue additional Partnership interests (in addition to the Units) Partners or to other Persons such additional 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 duties, and for such consideration as shall be determined by the General Partner may determinein its sole and absolute discretion, including rights, powers and duties senior subject to the UnitsDelaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Unitseach such class or series of Partnership Interests, (ii) the rights right of the Units each such class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of the Units to vote on each such class or approve matters, and (iv) the right series of the Units Partnership Interests upon dissolution and liquidation of the Partnership; provided provided, however, that so long as there shall be any such additional limited partnership interests Original Limited Partnership Units outstanding, without the Consent of the Original Limited Partners, (a) any 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 as set forth in the Section 5.1 hereof, (b) no Partnership may Interests other than Class B Units shall be issued to the Fund REIT only pursuant to Section 2.1(b). The General Partner is, in its sole discretion and without the consent or any Affiliate of any Limited Partner, further authorized to issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If the General Partner determines other than a Property Affiliate, and (c) no Partnership Interests on a parity with the Original Limited Partnership Units shall be issued to any Person, and provided, further, that it is necessary or desirable without the Consent of the Additional Limited Partners holding Class 2 Units, (a) no Partnership Interests other than Class B Units shall be issued to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder to the extent necessary to give effect to the designations, preferences and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interests, the General Partner may cause such amendments or any Affiliate of the General Partner other than a Property Affiliate, and filings to be made(b) except as provided in Section 6.2(g), which filings might take the form of amendments no Partnership Interests senior to the Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect to the terms of this Agreement, no approval or consent of any Partners Class 2 Units shall be required in connection with the making of issued to any such filing or amendmentPerson other than Additional Units issued to an Original Limited Partner at a Subsequent Closing.