Redemption by the Partnership. (i) On and after October 13, 2021, if and when the General Partner exercises its option to redeem Series D Preferred Shares as provided in Section 5 of the Articles Supplementary, the Partnership may redeem some or all of the Series D Preferred Units, for cash, at a redemption price equal to the Base Liquidation Preference (such right, the “Regular Redemption Right”). (ii) Unless full cumulative distributions on all Series D Preferred Units shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, the Partnership shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any Series D Preferred Units (except by conversion into or exchange for, or options, warrants or rights to purchase or subscribe for Junior Units of the Partnership); provided, however, that the foregoing shall not prevent the redemption or purchase of Series D Preferred Units by the Partnership in order to ensure that the General Partner remains qualified as a REIT for federal income tax purposes, or the purchase or acquisition of Series D Preferred Units pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D Preferred Units. (iii) Immediately prior to any redemption of Series D Preferred Units, the Partnership shall pay, in cash, any accrued but unpaid distributions on the Series D Preferred Units to, and including, the date fixed for redemption (such date, the “Redemption Date”), unless a Redemption Date falls after a Distribution Record Date and prior to the corresponding Series D Preferred Distribution Payment Date, in which case each holder of Series D Preferred Units at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series D Preferred Distribution Payment Date (including any accrued but unpaid distributions for prior distribution periods) notwithstanding the redemption of such units before such Series D Preferred Distribution Payment Date. Except as provided above, the Partnership will make no payment or allowance for unpaid distributions, whether or not in arrears, on Series D Preferred Units for which a notice of redemption has been given. (iv) Notice of redemption of the Series D Preferred Units shall be consistent with the notice procedures set forth in Section 5 of the Articles Supplementary. (v) Holders of Series D Preferred Units to be redeemed shall surrender such Series D Preferred Units at the place or places designated in such notice and, upon surrender of the units, such Series D Preferred Units shall be redeemed by the Partnership at the redemption price plus any accrued but unpaid distributions payable upon such redemption. If notice of redemption of any of the Series D Preferred Units has been given and if the funds necessary for such redemption have been set apart by the Partnership for the benefit of the holders of any Series D Preferred Units so called for redemption, then, from and after the Redemption Date, distributions will cease to accrue on such Series D Preferred Units, such Series D Preferred Units shall no longer be deemed outstanding and all rights of the holders of such Series D Preferred Units will terminate, except the right to receive the redemption price and any accrued but unpaid distributions to, and including, the Redemption Date; provided, however, if the Redemption Date falls after a Distribution Record Date and prior to the corresponding Series D Preferred Distribution Payment Date, each holder of Series D Preferred Units so called for redemption at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series D Preferred Distribution Payment Date notwithstanding the redemption of such units before such Series D Preferred Distribution Payment Date. (vi) All Series D Preferred Units redeemed or otherwise acquired by the Partnership in any manner whatsoever shall be retired and reclassified as authorized but unissued Preferred Units, without designation as to class or series, and may thereafter be reissued as any class or series of Preferred Units in accordance with the applicable provisions of the Partnership Agreement.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Bluerock Residential Growth REIT, Inc.)
Redemption by the Partnership. (i) On and after October 13i. After June 29, 2021, if and when the General Partner AH4R exercises its option to redeem Series D E Preferred Shares as provided in Section 5 paragraph 6(a)(i) of the Articles Supplementary, the Partnership may redeem some or all of the Series D E Preferred Units, for cash, at a redemption price equal to the Base Liquidation Preference to, but excluding, the date fixed for redemption (such date, the “Redemption Date”) (such right, the “Regular Redemption Right”).
(ii) . Unless full cumulative distributions on all Series D E Preferred Units shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, the Partnership shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any Series D E Preferred Units (except by conversion into or exchange for, or options, warrants or rights to purchase or subscribe for Class A Units, Class B Units, LTIP Units or Junior Preferred Units of the Partnership); provided, however, that the foregoing shall not prevent the redemption or purchase of Series D E Preferred Units by the Partnership in order to ensure that the General Partner remains qualified as a REIT for federal income tax purposes, or the purchase or acquisition of Series D E Preferred Units pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D E Preferred Units.
(iii) . Immediately prior to any redemption of Series D E Preferred Units, the Partnership shall pay, in cash, any accrued but and unpaid distributions on the Series D E Preferred Units to, and includingbut excluding, the date fixed for redemption (such date, the “Redemption Date”), unless a Redemption Date falls after a Distribution Record Date and prior to the corresponding Series D Preferred Unit Distribution Payment Date, in which case each holder of Series D E Preferred Units at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series D Preferred Unit Distribution Payment Date (including any accrued but and unpaid distributions for prior distribution periods) notwithstanding the redemption of such units before such Series D Preferred Unit Distribution Payment Date. Except as provided above, the Partnership will make no payment or allowance for unpaid distributions, whether or not in arrears, on Series D E Preferred Units for which a notice of redemption has been given.
(iv) . Notice of redemption of the Series D E Preferred Units shall be consistent with the notice procedures set forth in Section 5 paragraph 6(a)(ii)(A) of the Articles Supplementary.
(v) v. Holders of Series D E Preferred Units to be redeemed shall surrender such Series D E Preferred Units at the place or places designated in such notice and, upon surrender of the units, such Series D E Preferred Units shall be redeemed by the Partnership at the redemption price plus any accrued but and unpaid distributions payable upon such redemption. If notice of redemption of any of the Series D E Preferred Units has been given and if the funds necessary for such redemption have been set apart by the Partnership for the benefit of the holders of any Series D E Preferred Units so called for redemption, then, from and after the Redemption Date, distributions will cease to accrue on such Series D E Preferred Units, such Series D E Preferred Units shall no longer be deemed outstanding and all rights of the holders of such Series D E Preferred Units will terminate, except the right to receive the redemption price and any accrued but and unpaid distributions to, and includingbut excluding, the Redemption Date; provided, however, if the Redemption Date falls after a Distribution Record Date and prior to the corresponding Series D Preferred Unit Distribution Payment Date, each holder of Series D E Preferred Units so called for redemption at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series D Preferred Unit Distribution Payment Date notwithstanding the redemption of such units before such Series D Preferred Unit Distribution Payment Date.
(vi) . All Series D E Preferred Units redeemed or otherwise acquired by the Partnership in any manner whatsoever shall be retired and reclassified as authorized but unissued Preferred Units, without designation as to class or series, and may thereafter be reissued as any class or series of Preferred Units in accordance with the applicable provisions of the Partnership Agreement.
Appears in 1 contract
Samples: Agreement of Limited Partnership (American Homes 4 Rent)
Redemption by the Partnership. (i) On and after October 13i. After May 24, 2021, if and when the General Partner AH4R exercises its option to redeem Series D Preferred Shares as provided in Section 5 paragraph 6(a)(i) of the Articles Supplementary, the Partnership may redeem some or all of the Series D Preferred Units, for cash, at a redemption price equal to the Base Liquidation Preference to, but excluding, the date fixed for redemption (such date, the “Redemption Date”) (such right, the “Regular Redemption Right”).
(ii) . Unless full cumulative distributions on all Series D Preferred Units shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, the Partnership shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any Series D Preferred Units (except by conversion into or exchange for, or options, warrants or rights to purchase or subscribe for Class A Units, Class B Units, LTIP Units or Junior Preferred Units of the Partnership); provided, however, that the foregoing shall not prevent the redemption or purchase of Series D Preferred Units by the Partnership in order to ensure that the General Partner remains qualified as a REIT for federal income tax purposes, or the purchase or acquisition of Series D Preferred Units pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D Preferred Units.
(iii) . Immediately prior to any redemption of Series D Preferred Units, the Partnership shall pay, in cash, any accrued but and unpaid distributions on the Series D Preferred Units to, and includingbut excluding, the date fixed for redemption (such date, the “Redemption Date”), unless a Redemption Date falls after a Distribution Record Date and prior to the corresponding Series D Preferred Unit Distribution Payment Date, in which case each holder of Series D Preferred Units at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series D Preferred Unit Distribution Payment Date (including any accrued but and unpaid distributions for prior distribution periods) notwithstanding the redemption of such units before such Series D Preferred Unit Distribution Payment Date. Except as provided above, the Partnership will make no payment or allowance for unpaid distributions, whether or not in arrears, on Series D Preferred Units for which a notice of redemption has been given.
(iv) . Notice of redemption of the Series D Preferred Units shall be consistent with the notice procedures set forth in Section 5 paragraph 6(a)(ii)(A) of the Articles Supplementary.
(v) v. Holders of Series D Preferred Units to be redeemed shall surrender such Series D Preferred Units at the place or places designated in such notice and, upon surrender of the units, such Series D Preferred Units shall be redeemed by the Partnership at the redemption price plus any accrued but and unpaid distributions payable upon such redemption. If notice of redemption of any of the Series D Preferred Units has been given and if the funds necessary for such redemption have been set apart by the Partnership for the benefit of the holders of any Series D Preferred Units so called for redemption, then, from and after the Redemption Date, distributions will cease to accrue on such Series D Preferred Units, such Series D Preferred Units shall no longer be deemed outstanding and all rights of the holders of such Series D Preferred Units will terminate, except the right to receive the redemption price and any accrued but and unpaid distributions to, and includingbut excluding, the Redemption Date; provided, however, if the Redemption Date falls after a Distribution Record Date and prior to the corresponding Series D Preferred Unit Distribution Payment Date, each holder of Series D Preferred Units so called for redemption at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series D Preferred Unit Distribution Payment Date notwithstanding the redemption of such units before such Series D Preferred Unit Distribution Payment Date.
(vi) . All Series D Preferred Units redeemed or otherwise acquired by the Partnership in any manner whatsoever shall be retired and reclassified as authorized but unissued Preferred Units, without designation as to class or series, and may thereafter be reissued as any class or series of Preferred Units in accordance with the applicable provisions of the Partnership Agreement.
Appears in 1 contract
Samples: Agreement of Limited Partnership (American Homes 4 Rent)
Redemption by the Partnership. (i) On and after October 13i. After July 17, 20212022, if and when the General Partner AH4R exercises its option to redeem Series D G Preferred Shares as provided in Section 5 paragraph 6(a)(i) of the Articles Supplementary, the Partnership may redeem some or all of the Series D G Preferred Units, for cash, at a redemption price equal to the Base Liquidation Preference to, but excluding, the date fixed for redemption (such date, the “Redemption Date”) (such right, the “Regular Redemption Right”).
(ii) . Unless full cumulative distributions on all Series D G Preferred Units shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, the Partnership shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any Series D G Preferred Units (except by conversion into or exchange for, or options, warrants or rights to purchase or subscribe for Class A Units, Class B Units, LTIP Units or Junior Preferred Units of the Partnership); provided, however, that the foregoing shall not prevent the redemption or purchase of Series D G Preferred Units by the Partnership in order to ensure that the General Partner remains qualified as a REIT for federal income tax purposes, or the purchase or acquisition of Series D G Preferred Units pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D G Preferred Units.
(iii) . Immediately prior to any redemption of Series D G Preferred Units, the Partnership shall pay, in cash, any accrued but and unpaid distributions on the Series D G Preferred Units to, and includingbut excluding, the date fixed for redemption (such date, the “Redemption Date”), unless a Redemption Date falls after a Distribution Record Date and prior to the corresponding Series D Preferred Unit Distribution Payment Date, in which case each holder of Series D G Preferred Units at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series D Preferred Unit Distribution Payment Date (including any accrued but and unpaid distributions for prior distribution periods) notwithstanding the redemption of such units before such Series D Preferred Unit Distribution Payment Date. Except as provided above, the Partnership will make no payment or allowance for unpaid distributions, whether or not in arrears, on Series D G Preferred Units for which a notice of redemption has been given.
(iv) . Notice of redemption of the Series D G Preferred Units shall be consistent with the notice procedures set forth in Section 5 paragraph 6(a)(ii)(A) of the Articles Supplementary.
(v) v. Holders of Series D G Preferred Units to be redeemed shall surrender such Series D G Preferred Units at the place or places designated in such notice and, upon surrender of the units, such Series D G Preferred Units shall be redeemed by the Partnership at the redemption price plus any accrued but and unpaid distributions payable upon such redemption. If notice of redemption of any of the Series D G Preferred Units has been given and if the funds necessary for such redemption have been set apart by the Partnership for the benefit of the holders of any Series D G Preferred Units so called for redemption, then, from and after the Redemption Date, distributions will cease to accrue on such Series D G Preferred Units, such Series D G Preferred Units shall no longer be deemed outstanding and all rights of the holders of such Series D G Preferred Units will terminate, except the right to receive the redemption price and any accrued but and unpaid distributions to, and includingbut excluding, the Redemption Date; provided, however, if the Redemption Date falls after a Distribution Record Date and prior to the corresponding Series D Preferred Unit Distribution Payment Date, each holder of Series D G Preferred Units so called for redemption at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series D Preferred Unit Distribution Payment Date notwithstanding the redemption of such units before such Series D Preferred Unit Distribution Payment Date.
(vi) . All Series D G Preferred Units redeemed or otherwise acquired by the Partnership in any manner whatsoever shall be retired and reclassified as authorized but unissued Preferred Units, without designation as to class or series, and may thereafter be reissued as any class or series of Preferred Units in accordance with the applicable provisions of the Partnership Agreement.
Appears in 1 contract
Samples: Agreement of Limited Partnership (American Homes 4 Rent)