Purchases of Shares by the General Partner. In the event that the General Partner exercises its rights under the Articles of Incorporation to purchase Shares or otherwise elects to purchase from its stockholders Shares in connection with a stock repurchase or similar program or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or stock purchase program adopted by the General Partner, any employee stock purchase plan adopted by the General Partner or any similar obligation or arrangement undertaken by the General Partner in the future, the purchase price paid by the General Partner for such Shares and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursable to the General Partner, subject to the conditions that: (i) if such Shares subsequently are to be sold by the General Partner, the General Partner pays to the Partnership any proceeds received by the General Partner for such Shares (provided that a transfer of Shares for Partnership Units pursuant to Section 8.6 hereof would not be considered a sale for such purposes); and (ii) if such Shares are not retransferred by the General Partner within thirty (30) days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units of the appropriate class (rounded to the nearest whole Partnership Unit) held by the General Partner equal to the product attained by multiplying the number of such Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Sl Green Realty Corp), Agreement of Limited Partnership (Sl Green Realty Corp)
Purchases of Shares by the General Partner. In the event that If the General ------------------------------------------ Partner exercises its rights under the Articles Declaration of Incorporation Trust to purchase Shares or otherwise elects to purchase from its stockholders shareholders Shares in connection with a stock share repurchase or similar program or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or stock equity purchase program adopted by the General Partner, any employee stock equity purchase plan adopted by the General Partner or any similar obligation or arrangement undertaken by the General Partner in the future, the purchase price paid by the General Partner for such those Shares and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursable to the General Partner, subject to the conditions that: (i) if such those Shares subsequently are to be sold by the General Partner, the General Partner pays shall pay to the Partnership any proceeds received by the General Partner for such those Shares (provided that a transfer of Shares for Partnership Units pursuant to Section 8.6 hereof would not be considered a sale for such purposes); , and (ii) if such Shares are not retransferred by the General Partner within thirty (30) days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units of the appropriate class (rounded to the nearest whole Partnership Unit) held by the General Partner equal to the product attained by multiplying the number of such those Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor, which Units shall be treated as having been redeemed by the Partnership for the payment made by the Partnership to the General Partner with respect to the corresponding Shares.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Host Marriott Trust), Agreement of Limited Partnership (Host Marriott L P)
Purchases of Shares by the General Partner. In the event that the General Partner exercises its rights under the Articles Declaration of Incorporation Trust to purchase Shares shares or otherwise elects to purchase from its stockholders shareholders Shares in connection with a stock share repurchase or similar program or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or stock share purchase program adopted by the General Partner, any employee stock share purchase plan adopted by the General Partner or any similar obligation or arrangement undertaken by the General Partner in the future, the purchase price paid by the General Partner for such Shares and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of REIT Expenses, and the Partnership and shall be reimbursable distribute cash to the General PartnerPartner to offset such expenses pursuant to Section 5.1, subject to the conditions that: (i) if such Shares subsequently are to be sold by the General Partner, the General Partner pays to the Partnership any proceeds received by the General Partner for such Shares (provided that a transfer of Shares for Partnership Units pursuant to Section 8.6 hereof would not be considered a sale for such purposes); and (ii) if such Shares are not retransferred by the General Partner within thirty (30) days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units of the appropriate class (rounded to the nearest whole Partnership Unit) held by the General Partner equal to the product attained by multiplying the number of such Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.
Appears in 1 contract
Samples: Limited Partnership Agreement (Vornado Realty Trust)
Purchases of Shares by the General Partner. In the event that the General Partner exercises its rights under the Articles of Incorporation to purchase Shares or otherwise elects to purchase from its stockholders shareholders Shares in connection with a stock repurchase or similar program or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or stock purchase program adopted by the General Partner, any employee stock purchase plan adopted by the General Partner or any similar obligation or arrangement undertaken by the General Partner in the future, the purchase price paid by the General Partner for such Shares and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursable to the General Partner, subject to the conditions that: (i) if such Shares subsequently are to be sold by the General Partner, the General Partner pays to the Partnership any proceeds received by the General Partner for such Shares (provided that a transfer of Shares for Partnership Units pursuant to Section 8.6 hereof would not be considered a sale for such purposes); and (ii) if such Shares are not retransferred by the General Partner within thirty (30) days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units of the appropriate class (rounded to the nearest whole Partnership Unit) held by the General Partner equal to the product attained by multiplying the number of such Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Sl Green Realty Corp)