Redemption of Incentive Limited Partnership Interest Sample Clauses

Redemption of Incentive Limited Partnership Interest. (a) Upon a termination of the advisory agreement between the Advisor and the General Partner in connection with the listing of the REIT Shares on a national securities exchange or national market system meeting the qualifications of Section 18(b)(1)(A) or 18(b)(1)(B) of the Securities Act, the General Partner will redeem the Incentive Limited Partnership Interest of the Special Limited Partner. The redemption price for the Incentive Limited Partnership Interest shall equal 15.0% of the amount, if any, by which (1) the market value of the outstanding REIT Shares at listing, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a period of 30 days during which the REIT Shares are traded, with such period beginning 180 days after listing, plus the total distributions paid by the Company to its stockholders prior to listing exceeds (2) the sum of the Invested Capital plus the Return. Such redemption price shall be payable in cash or in REIT Shares or Limited Partnership Interests, if agreed to by the Special Limited Partner and the General Partner, except that the Special Limited Partner shall not be permitted to elect to receive REIT Shares to the extent that doing so would cause the Company to fail to qualify as a REIT.
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Redemption of Incentive Limited Partnership Interest. Sections 8.04(b) and 8.04(c) of the Partnership Agreement are hereby deleted and replaced in their entirety with the following:
Sample 1
Redemption of Incentive Limited Partnership Interest. (a) Upon a termination of the advisory agreement between the Advisor and the General Partner in connection with the listing of the REIT Shares on a stock exchange, the General Partner will redeem the Incentive Limited Partnership Interest of the Special Limited Partner. The redemption price for the Incentive Limited Partnership Interest shall equal 15.0% of the amount, if any, by which (1) the market value of the outstanding REIT Shares at listing, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a period of 30 days during which the REIT Shares are traded, with such period beginning 180 days after listing, plus the total distributions paid by the Company to its stockholders prior to listing exceeds (2) the sum of the Invested Capital plus the Return. Such redemption price shall be payable in cash or in REIT Shares or Limited Partnership Interests, if agreed to by the Special Limited Partner and the General Partner, except that the Special Limited Partner shall not be permitted to elect to receive REIT Shares to the extent that doing so would cause the Company to fail to qualify as a REIT.
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Related to Redemption of Incentive Limited Partnership Interest

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Redemption of Units If the underwriters (the “Underwriters”) in the Company’s initial public offering (the “IPO”) do not exercise in full their over-allotment option to be granted by the Company pursuant to an underwriting agreement by and among the Underwriters and the Company, then either (i) the Company shall redeem from Purchaser, at a redemption price equal to $0.01 per Unit, or (ii) the Purchaser shall forfeit, a number of Units equal to 6,000 multiplied by the percentage of the Underwriters’ over-allotment option that remains unexercised as of the expiration date thereof.

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Admission of Initial Limited Partners Upon the issuance by the Partnership of Common Units, Subordinated Units and Incentive Distribution Rights to the General Partner and the Underwriters as described in Section 5.3 in connection with the Initial Offering, the General Partner shall admit such parties to the Partnership as Initial Limited Partners in respect of the Common Units, Subordinated Units or Incentive Distribution Rights issued to them.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

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