Common use of Partnership Approval Clause in Contracts

Partnership Approval. As used above, “Partnership Approval” means Consent of the Limited Partners holding Voting Units representing a Voting Percentage Interest that equals or exceeds, as applicable, either the percentage of (x) the Shares outstanding or (y) the Shares cast in the Shareholder Vote ((x) or (y), as applicable, the “Required Denominator Shares”) required to be voted in favor of the Extraordinary Transaction in the Shareholder Vote, provided that, for purposes of determining whether Partnership Approval has been obtained, the Voting Percentage Interest of Limited Partners consenting to the Extraordinary Transaction shall be calculated as follows: Such Voting Percentage Interest shall be equal to the sum of (i) the Voting Percentage Interest of the Voting Units held by Limited Partners consenting to the Extraordinary Transaction (excluding for this purpose any Partnership Units held by (1) the General Partner or the General Partner Entity, (2) any Person of which the General Partner or the General Partner Entity directly or indirectly owns or controls more than fifty percent (50%) of either the voting interests or economic interests and (3) any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner or the General Partner Entity (collectively, the “Excluded Units”)), plus (ii) the product of (1) the Voting Percentage Interest attributable to the Excluded Units, multiplied by (2) either (x) the percentage of the Required Denominator Shares voted in favor of the Extraordinary Transaction by the General Partner Entity’s shareholders in the Shareholder Vote to obtain Shareholder Approval, or (y) in the event a Tender Offer shall have been accepted with respect to a sufficient number of Shares to permit consummation of the Extraordinary Transaction without Shareholder Approval, the percentage of outstanding Shares with respect to which such Tender Offer shall have been accepted.

Partnership Approval. As used above, “Partnership Approval” means Consent of the Limited Partners holding Voting Class A Units, Class B Units and LTIP Units, voting as a single class, representing a Voting Percentage Interest of Class A Units, Class B Units and LTIP Units in the aggregate that equals or exceeds, as applicable, either exceeds the percentage of (x) the Shares outstanding or (y) the Shares cast cast, as applicable, in the Shareholder Vote ((x) or (y), as applicable, the “Required Denominator Shares”) required to be voted in favor of the Extraordinary Termination Transaction in the Shareholder Vote, provided that, for purposes of determining whether Partnership Approval has been obtained, the Voting Percentage Interest of Limited Partners consenting to the Extraordinary Termination Transaction shall be calculated as follows: Such Voting Percentage Interest shall be equal to the sum of (i) the Voting Percentage Interest of the Voting Class A Units, Class B Units and LTIP Units held by Limited Partners consenting to the Extraordinary Termination Transaction (excluding for this purpose any Partnership Class A Units held by (1) the General Partner or the General Partner EntityParent, (2) any Person of which the General Partner or the General Partner Entity Parent directly or indirectly owns or controls more than fifty percent (50%) of either the voting interests or economic interests and (3) any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner or the General Partner Entity Parent (collectively, the “Excluded Units”)), plus (ii) the product of (1) the Voting Percentage Interest attributable to the Excluded Units, multiplied by (2) either (x) the percentage of the Required Denominator Shares voted in favor of the Extraordinary Termination Transaction by the General Partner EntityParent’s shareholders in the Shareholder Vote to obtain Shareholder Approval, or (y) in the event a Tender Offer shall have been accepted with respect to a sufficient number of Shares to permit consummation of the Extraordinary Termination Transaction without Shareholder Approval, the percentage of outstanding Shares with respect to which such Tender Offer shall have been accepted.

Partnership Approval. As used above, “Partnership Approval” means Consent of the Limited Partners holding Voting Class A Units, Class B Units and LTIP Units, voting as a single class, representing a Voting Percentage Interest of Class A Units, Class B Units and LTIP Units in the aggregate that equals or exceeds, as applicable, either exceeds the percentage of (x) the Shares outstanding or (y) the Shares cast cast, as applicable, in the Shareholder Vote ((x) or (y), as applicable, the “Required Denominator Shares”) required to be voted in favor of the Extraordinary Termination Transaction in the Shareholder Vote, provided that, for purposes of determining whether Partnership Approval has been obtained, the Voting Percentage Interest of Limited Partners consenting to the Extraordinary Termination Transaction shall be calculated as follows: Such Voting Percentage Interest shall be equal to the sum of (i) the Voting Percentage Interest of the Voting Class A Units, Class B Units and LTIP Units held by Limited Partners consenting to the Extraordinary Termination Transaction (excluding for this purpose any Partnership Class A Units held by (1) the General Partner or the General Partner Entity, (2) any Person of which the General Partner or the General Partner Entity directly or indirectly owns or controls more than fifty percent (50%) of either the voting interests or economic interests and (3) any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner or the General Partner Entity (collectively, the “Excluded Units”)), plus (ii) the product of (1) the Voting Percentage Interest attributable to the Excluded Units, multiplied by (2) either (x) the percentage of the Required Denominator Shares voted in favor of the Extraordinary Termination Transaction by the General Partner Entity’s shareholders in the Shareholder Vote to obtain Shareholder Approval, or (y) in the event a Tender Offer shall have been accepted with respect to a sufficient number of Shares to permit consummation of the Extraordinary Termination Transaction without Shareholder Approval, the percentage of outstanding Shares with respect to which such Tender Offer shall have been accepted.

Partnership Approval. As used above, “Partnership Approval” means Consent of the Limited Partners holding Voting Class A Units and LTIP Units representing a Voting Percentage Interest of Class A Units and LTIP Units that equals or exceeds, as applicable, either exceeds the percentage of (x) the Shares outstanding or (y) the Shares cast cast, as applicable, in the Shareholder Vote ((x) or (y), as applicable, the “Required Denominator Shares”) required to be voted in favor of the Extraordinary Termination Transaction in the Shareholder Vote, provided that, for purposes of determining whether Partnership Approval has been obtained, the Voting Percentage Interest of Limited Partners consenting to the Extraordinary Termination Transaction shall be calculated as follows: Such Voting Percentage Interest shall be equal to the sum of (i) the Voting Percentage Interest of the Voting Class A Units and LTIP Units held by Limited Partners consenting to the Extraordinary Termination Transaction (excluding for this purpose any Partnership Class A Units held by (1) the General Partner or the General Partner Entity, (2) any Person of which the General Partner or the General Partner Entity directly or indirectly owns or controls more than fifty percent (50%) of either the voting interests or economic interests and (3) any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner or the General Partner Entity (collectively, the “Excluded Units”)), plus (ii) the product of (1) the Voting Percentage Interest attributable to the Excluded Units, multiplied by (2) either (x) the percentage of the Required Denominator Shares voted in favor of the Extraordinary Termination Transaction by the General Partner Entity’s shareholders in the Shareholder Vote to obtain Shareholder Approval, or (y) in the event a Tender Offer shall have been accepted with respect to a sufficient number of Shares to permit consummation of the Extraordinary Termination Transaction without Shareholder Approval, the percentage of outstanding Shares with respect to which such Tender Offer shall have been accepted.

Partnership Approval. As used above, “Partnership Approval” means Consent of the Limited Partners holding Voting Class A Units and LTIP Units representing a Voting Percentage Interest of Class A Units and LTIP Units that equals or exceeds, as applicable, either exceeds the percentage of (x) the Shares outstanding or (y) the Shares cast cast, as applicable, in the Shareholder Vote ((x) or (y), as applicable, the “Required Denominator Shares”) required to be voted in favor of the Extraordinary Termination Transaction in the Shareholder Vote, provided that, for purposes of determining whether Partnership Approval has been obtained, the Voting Percentage Interest of Limited Partners consenting to the Extraordinary Termination Transaction shall be calculated as follows: Such Voting Percentage Interest shall be equal to the sum of (i) the Voting Percentage Interest of the Voting Class A Units and LTIP Units held by Limited Partners consenting to the Extraordinary Termination Transaction (excluding for this purpose any Partnership Class A Units held by (1) the General Partner or the General Partner Entity, (2) any Person of which the General Partner or the General Partner Entity directly or indirectly owns or controls more than fifty percent (50%) of either the voting interests or economic interests and (3) any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner or the General Partner Entity (collectively, the “Excluded Units”)), plus (ii) the product of (1) the Voting Percentage Interest attributable to the Excluded Units, multiplied by (2) either (x) the percentage of the Required Denominator Shares voted in favor of the Extraordinary Transaction by the General Partner Entity’s shareholders in the Shareholder Vote to obtain Shareholder Approval, or (y) in the event a Tender Offer shall have been accepted with respect to a sufficient number of Shares to permit consummation of the Extraordinary Transaction without Shareholder Approval, the percentage of outstanding Shares with respect to which such Tender Offer shall have been accepted.the