Requirement and Characterization of Distributions. (a) The General Partner shall distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period (i) first, to the General Partner and the Gables Trust (in proportion to the number of Series A Preferred Units and Series C Preferred Units owned by each) and the holders of the Series B Preferred Units (in proportion to the number of Series B Preferred Units owned by each) an amount equal to the sum of the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution and the Series C Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders of the Series A Preferred Units, the Series B Preferred Units and the Series C Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i), distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B Preferred Units (as a class) and the holders of the Series C Preferred Units (as a class) pro rata, in the ratio which the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution or the Series C Preferred Unit Priority Distribution, as applicable, bears to each other, and within each such class, pro rata, in proportion to the Series A Preferred Units, Series B Preferred Units or Series C Preferred Units, as the case may be, held by each such holder; (ii) second, to the General Partner and the Gables Trust (in proportion to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and (iii) third, to the Partners in accordance with their respective Percentage Interests on such Partnership Record Date; provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and further provided that no distributions shall be made pursuant to clause (iii) above unless all cumulative dividends with respect to any outstanding Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares and Gables Trust Series Z Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such payment. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Gables Realty Limited Partnership), Limited Partnership Agreement (Gables Residential Trust), Limited Partnership Agreement (Gables Realty Limited Partnership)
Requirement and Characterization of Distributions. (a) The General Partner shall distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period period
(i) first, to the General Partner and the Gables Trust (in proportion to the number of Series A Preferred Units and Series C Preferred Units owned by each) and the holders of the Series B Preferred Units (in proportion to the number of Series B Preferred Units owned by each) an amount equal to the sum of the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution and the Series C B Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders of the Series A Preferred Units, the Series B Preferred Units and the Series C B Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i), distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B Preferred Units (as a class) and the holders of the Series C B Preferred Units (as a class) pro rata, in the ratio which the Series A Preferred Unit Priority Distribution, Distribution bears to the Series B Preferred Unit Priority Distribution or the Series C Preferred Unit Priority Distribution, as applicable, bears to each other, and within each such class, pro rata, in proportion to the Series A Preferred Units, Series B Preferred Units or Series C B Preferred Units, as the case may be, held by each such holder; ;
(ii) second, to the General Partner and the Gables Trust (in proportion to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and and
(iii) third, to the Partners in accordance with their respective Percentage Interests on such Partnership Record Date; provided that PROVIDED THAT in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and further provided FURTHER PROVIDED that no distributions shall be made pursuant to clause (iii) above unless all cumulative dividends with respect to any outstanding Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares and the Gables Trust Series Z Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such payment. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that PROVIDED THAT the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.
(b) Notwithstanding anything to the contrary above, the Partnership shall cause to be distributed to the Gables Trust and the General Partner (in proportion to the number of Series A Preferred Units and Series B Preferred Units owned by each) an amount that in the aggregate is equal to the aggregate amount necessary to redeem any Gables Trust Series A Preferred Shares and Gables Trust Series B Preferred Shares which have been called for redemption by the Gables Trust, at such time as is necessary to facilitate any such redemption and such distribution will cause a redemption of a like number of Series A Preferred Units or Series B Preferred Units, as the case may be.
(c) Notwithstanding anything to the contrary above in Section 5.1(a), (but subject to the provisions of Section 5.1(b) in the event of a redemption of both Series Z Preferred Shares and Series A Preferred Shares or Series B Preferred Shares), the Partnership shall cause to be distributed to the Gables Trust and the General Partner (in proportion to the number of Series Z Preferred Units owned by each) an amount equal to the aggregate amount necessary to redeem any Gables Trust Series Z Preferred Shares which have been called for redemption by the Gables Trust, at such time as is necessary to facilitate any such redemption. Such distribution will cause a redemption of a like number of Series Z Preferred Units.
(d) Notwithstanding anything to the contrary above in Section 5.1(a), (but subject to the provisions of Section 5.1(b)), in the event of a redemption of all or a portion of the Series B Preferred Units in accordance with Section 5 of Exhibit F hereto, the Partnership shall cause to be distributed to the holders of such Units (in proportion to the number of Series B Preferred Units held by each) an amount equal to the aggregate Series B Liquidation Preference (as defined in Section 13.2) with respect to such Units which have been called for redemption by the General Partner, at such time as is necessary to facilitate any such redemption and in accordance with the provisions of Section 8.6.G and Section 5 of Exhibit F.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Gables Residential Trust), Limited Partnership Agreement (Gables Realty Limited Partnership)
Requirement and Characterization of Distributions. (a) The Subject to the terms of any Partnership Unit Designation, the General Partner shall cause the Partnership to distribute at least quarterly an amount equal to 100% of all Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners Holders of Partnership Units on the such Partnership Record Date with respect to such quarter or shorter period quarter: (i1) first, to the General Partner and the Gables Trust (in proportion to the number Holders of Series A Preferred Units and Series C Preferred Units owned by each) and the holders of the Series B Preferred Units (Units, pro rata in proportion to their respective Percentage Interests on such Partnership Record Date, in an amount equal to the number Series A Preferred Priority Return (as further set forth in Section 16.2.A of this Agreement); (2) second, (i) to Holders of Series B Preferred Units owned by each) in an amount equal to the sum of the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution and Return (as further set forth in Section 17.2.A of this Agreement), (ii) to Holders of Series C Preferred Units in an amount equal to the Series C Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders of the Series A Preferred Units, the Series B Preferred Units and the Series C Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i), distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B Preferred Units (as a class) and the holders of the Series C Preferred Units (as a class) pro rata, in the ratio which the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution Return or the Series C Preferred Unit Priority DistributionPerpetual Return, as applicableapplicable (as further set forth in Section 18.2.A of this Agreement), bears and (iii) to Holders of Series D Preferred Units in an amount equal to the Series D Preferred Priority Return (as further set forth in Section 19.2.A of this Agreement), provided, that if the Available Cash generated in such quarter is insufficient to make all of the distributions specified in the foregoing clauses (2)(i), (2)(ii) and (2)(iii) in full, then the Available Cash generated in such quarter and distributable under the foregoing clauses (2)(i), (2)(ii) and (2)(iii) shall be distributed pro rata to the Holders of Series B Preferred Units, Series C Preferred Units and Series D Preferred Units in proportion to the relative amounts that would be distributed to each othersuch Holder if the Available Cash generated in such quarter were sufficient to make such distributions in full; (3) third, and within each such class, pro rata, with respect to any Partnership Interests that are entitled to any preference in proportion distribution ranking junior to the Series A Preferred Units, Series B Preferred Units or Units, Series C Preferred Units and Series D Preferred Units, as in accordance with the case may berights of such class(es) of Partnership Interests (and, held by each within such holder; (ii) secondclass(es), to the General Partner and the Gables Trust (pro rata in proportion to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and (iii) third, to the Partners in accordance with their respective Percentage Interests on such Partnership Record Date); provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchangedand (4) fourth, and further provided that no distributions shall be made pursuant to clause (iii) above unless all cumulative dividends with respect to any Partnership Interests that are not entitled to any preference in distribution, in accordance with the rights of such class of Partnership Interests (and, within such class, pro rata in proportion to the respective Percentage Interests on such Partnership Record Date). Notwithstanding the foregoing, distributions payable with respect to any Partnership Units that were not outstanding Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares and Gables Trust Series Z Preferred Shares for all past dividend periods and during the then current dividend entire quarterly period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for respect of which any distribution is made shall be prorated based on the full payment thereof is set apart for portion of the period that such paymentunits were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall take make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's Parent’s qualification as a REIT, to cause the Partnership to distribute Available Cash sufficient amounts to enable the Parent to pay stockholder dividends that will (a) satisfy the requirements for its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the Limited Partners so as to preclude extent otherwise determined by the Parent, in its sole and absolute discretion, avoid any such distribution federal income or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 excise tax liability of the Code or the Regulations thereunder; provided that the General Partner and the Partnership Parent. Contingent Conversion Units shall not have liability be entitled to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treateddistributions.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Extra Space Storage Inc.), Limited Partnership Agreement
Requirement and Characterization of Distributions. (a) The General Partner shall cause the Partnership to distribute at least quarterly an amount equal to 100% of all, or such portion as the General Partner may in its discretion determine, Available Cash generated by the Partnership during (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such quarter or shorter period outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a “Preferred Distribution Shortfall”), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Interests that are entitled to any preference in distribution, in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and (iii) third, with respect to Partnership Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the terms of such class to Partners who are Partners of such class on the Partnership Record Date with respect to such quarter or shorter period distribution (i) first, to the General Partner and the Gables Trust (in proportion to the number of Series A Preferred Units and Series C Preferred Units owned by each) and the holders of the Series B Preferred Units (in proportion to the number of Series B Preferred Units owned by each) an amount equal to the sum of the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution and the Series C Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders of the Series A Preferred Units, the Series B Preferred Units and the Series C Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i), distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B Preferred Units (as a class) and the holders of the Series C Preferred Units (as a class) pro rata, in the ratio which the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution or the Series C Preferred Unit Priority Distribution, as applicable, bears to each other, and within each such class, pro rata, rata in proportion to with the Series A Preferred Units, Series B Preferred Units or Series C Preferred Units, as the case may be, held by each such holder; (ii) second, to the General Partner and the Gables Trust (in proportion to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and (iii) third, to the Partners in accordance with their respective Percentage Interests on such Partnership Record Date; ). Except as expressly provided that for in no event may a Partner receive a distribution of Available Cash Article 20 with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash the Series L Preferred Units, Article 21 with respect to a REIT Share for which such Partnership Unit has been redeemed or exchangedthe Series M Preferred Units, and further provided that no distributions shall be made pursuant to clause (iii) above unless all cumulative dividends Article 22 with respect to the Series O Preferred Units, Article 23 with respect to the Series P Preferred Units, Article 24 with respect to the Series Q Preferred Units, Article 25 with respect to the Series R Preferred Units, Article 26 with respect to the Series S Preferred Units and in an agreement, if any, entered into in connection with the creation of a new class of Partnership Interests in accordance with Article 4, no Partnership Interest shall be entitled to a distribution in preference to any outstanding Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares and Gables Trust Series Z Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such paymentother Partnership Interest. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's its qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to cause the Partnership by a Limited Partner under Section 707 of to distribute sufficient amounts to enable the Code or the Regulations thereunder; provided that General Partner, for so long as the General Partner and the Partnership shall not have liability has determined to a Limited Partner under any circumstances qualify as a result REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, avoid any Federal income or excise tax liability of any distribution to a Limited Partner being so treatedthe General Partner.
Appears in 1 contract
Requirement and Characterization of Distributions. (a) The General Partner Subject to Sections 6.2 and 6.3 hereof, the Manager Member shall distribute at least quarterly an amount equal to one hundred percent (100% %) of Available Cash generated by the Partnership LLC during such quarter or shorter the last full distribution period as follows:
(a) first, to the Partners Class A Preferred Unitholders who are Partners Members on the Partnership applicable LLC Record Date with respect to such quarter or shorter period (i) firstdistribution, to the General Partner and the Gables Trust (pro rata among them in proportion to the number of Series Cumulative Unpaid Class A Preferred Units and Series C Return Amount, if any, of each such Class A Preferred Units owned by eachUnitholder until the Cumulative Unpaid Class A Preferred Return Amount of each Class A Preferred Unitholder is reduced to zero;
(b) and second, to the holders of Class A Preferred Unitholders who are Members on the Series B Preferred Units (applicable LLC Record Date with respect to such distribution, pro rata among them in proportion to the number Class A Preferred Return Amount, if any, of Series B each such Class A Preferred Units owned by each) Unitholder, until each such Class A Preferred Unitholder has received an amount equal to the sum of the Series Class A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution and the Series C Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders of the Series A Preferred Units, the Series B Preferred Units and the Series C Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i), distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B Preferred Units (as a class) and the holders of the Series C Preferred Units (as a class) pro rata, in the ratio which the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution or the Series C Preferred Unit Priority Distribution, as applicable, bears to each other, and within each such class, pro rata, in proportion to the Series A Preferred Units, Series B Preferred Units or Series C Preferred Units, as the case may be, held by each such holder; (ii) second, to the General Partner and the Gables Trust (in proportion to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable Return Amount with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and distribution;
(iiic) third, to the Partners Class B Unitholders who are Members on the LLC Record Date with respect to such distribution, pro rata among them in proportion to the Cumulative Unpaid Class B Distribution Amount, if any, of each such Class B Unitholder until the Cumulative Unpaid Class B Distribution Amount of each Class B Unitholder is reduced to zero;
(d) fourth, to the Class B Unitholders who are Members on the LLC Record Date with respect to such distribution, pro rata among them in proportion to the Class B Distribution Amount, if any, of each such Class B Unitholder, until such Class B Unitholder has received an amount equal to the Class B Distribution Amount with respect to such distribution;
(e) fifth, one hundred percent (100%) to Class C Unitholders in proportion to their Class C Units, until such Class C Unitholders have received, in the aggregate, an amount equal to (i) two (2) times the Agreed Value of all Contributed Properties, plus (ii) a return of five percent (5%) per annum (compounded quarterly) on the amount in clause (i) calculated commencing on the Effective Date; and
(f) thereafter; (i) ninety five percent (95%) to the Class C Unitholders who are Members on the LLC Record Date with respect to such distribution, pro rata among them in proportion to their Class C Units, and (ii) five percent (5%) to the Class A Preferred Unitholders and the Class B Unitholders who are Members on the LLC Record Date with respect to such distribution, pro rata among them in accordance with their respective Percentage Interests on such Partnership Record Date; provided that Interests.
(g) Notwithstanding the foregoing, in no event may a Partner Member receive a distribution of Available Cash with respect to a Partnership Class A Preferred Unit or Class B Unit if and to the extent that such Partner is entitled Class A Preferred Unit or Class B Unit has been redeemed or exchanged prior to the LLC Record Date for the same period, or, if applicable, prior to the last day of the applicable month. In addition, for the avoidance of doubt, no Member shall receive a distribution out of such Available Cash with respect to a Class A Preferred Unit or Class B Unit and a dividend with respect to a REIT Share received upon a redemption of such Class A Preferred Unit or Class B Unit for which such Partnership Unit has been redeemed or exchangedthe same period. No Member shall receive any distributions in respect of, and further provided that no distributions Cumulative Unpaid Class A Preferred Return Amount, or Cumulative Class B Distribution Amount shall be made pursuant to clause (iii) above unless all cumulative dividends accrue with respect to, any failure of such Member to timely receive any outstanding Gables Trust Series Class A Preferred Shares, Gables Trust Series Return Amount Class B Preferred Shares, Gables Trust Series C Preferred Shares and Gables Trust Series Z Preferred Shares Distribution Amount due the Member's failure to provide the Manager Member with accurate information regarding its address for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such payment. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treateddistributions hereunder.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Kimco Realty Corp)
Requirement and Characterization of Distributions. (a) The General Partner shall distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period period
(i) first, to the General Partner and the Gables Trust (in proportion to the number of Series A Preferred Units, Series C Preferred Units and Series C C-1 Preferred Units owned by each) and the holders of the Series B Preferred Units (in proportion to the number of Series B Preferred Units owned by each) an amount equal to the sum of the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution, the Series C Preferred Unit Priority Distribution and the Series C C-1 Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders of the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units and the Series C C-1 Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i), distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B Preferred Units (as a class), the holders of the Series C Preferred Units (as a class) and the holders of the Series C C-1 Preferred Units (as a class) pro rata, in the ratio which the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution, the Series C Preferred Unit Priority Distribution or the Series C C-1 Preferred Unit Priority Distribution, as applicable, bears to each other, and within each such class, pro rata, in proportion to the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units or Series C C-1 Preferred Units, as the case may be, held by each such holder; ;
(ii) second, to the General Partner and the Gables Trust (in proportion to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and and
(iii) third, to the Partners in accordance with their respective Percentage Interests on such Partnership Record Date; provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and further provided that no distributions shall be made pursuant to clause (iii) above unless all cumulative dividends with respect to any outstanding Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares, Gables Trust Series C-1 Preferred Shares and Gables Trust Series Z Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such payment. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.
(b) Notwithstanding anything to the contrary above, the Partnership shall cause to be distributed to the Gables Trust and the General Partner (in proportion to the number of Series A Preferred Units, Series B Preferred Units, Series C Preferred Units and Series C-1 Preferred Units owned by each) an amount that in the aggregate is equal to the aggregate amount necessary to redeem any Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares and Gables Trust Series C-1 Preferred Shares which have been called for redemption by the Gables Trust, at such time as is necessary to facilitate any such redemption and such distribution will cause a redemption of a like number of Series A Preferred Units, Series B Preferred Units, Series C Preferred Units or Series C-1 Preferred Units, as the case may be.
(c) Notwithstanding anything to the contrary above in Section 5.1(a), (but subject to the provisions of Section 5.1(b) in the event of a redemption of Series Z Preferred Shares, alone or in connection with a redemption of any Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares or Gables Trust Series C-1 Preferred Shares), the Partnership shall cause to be distributed to the Gables Trust and the General Partner (in proportion to the number of Series Z Preferred Units owned by each) an amount equal to the aggregate amount necessary to redeem any Gables Trust Series Z Preferred Shares which have been called for redemption by the Gables Trust, at such time as is necessary to facilitate any such redemption. Such distribution will cause a redemption of a like number of Series Z Preferred Units.
(d) Notwithstanding anything to the contrary above in Section 5.1(a), (but subject to the provisions of Section 5.1(b)), in the event of a redemption of all or a portion of the Series B Preferred Units in accordance with Section 5 of Exhibit F hereto, the Partnership shall cause to be distributed to the holders of such Units (in proportion to the number of Series B Preferred Units held by each) an amount equal to the aggregate Series B Liquidation Preference (as defined in Section 13.2) with respect to such Units which have been called for redemption by the General Partner, at such time as is necessary to facilitate any such redemption and in accordance with the provisions of Section 8.6.I and Section 5 of Exhibit F.
Appears in 1 contract
Samples: Limited Partnership Agreement (Gables Realty Limited Partnership)
Requirement and Characterization of Distributions. (a1) The General Partner shall distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period (i) holders of Preferred Units as follows: first, to the General Partner and the Gables Trust (in proportion to the number of Series A C-1 Preferred Units and Series C Preferred Units owned by each) and the holders of the Series B Preferred Units (in proportion to the number of Series B D Preferred Units owned by each) an amount equal to the sum of the Series A Preferred Unit Priority Distribution, the Series B C-1 Preferred Unit Priority Distribution and the Series C D Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders of the Series A Preferred Units, the Series B C-1 Preferred Units and the Series C D Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i)5.1.A.1, distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B C-1 Preferred Units (as a class) and the holders of the Series C D Preferred Units (as a class) pro rata, in the ratio which the Series A Preferred Unit Priority Distribution, the Series B C-1 Preferred Unit Priority Distribution or the Series C D Preferred Unit Priority Distribution, as applicable, bears to each other, and within each such class, pro rata, in proportion to the Series A Preferred Units, Series B C-1 Preferred Units or Series C D Preferred Units, as the case may be, held by each such holder; (ii) and second, to the General Partner and the Gables Trust (in proportion to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter the applicable period; and and
(iii2) third, Subject to the preferences of the Preferred Units, the General Partner shall distribute remaining Available Cash to holders of Common Units, at such times and in such amounts as the General Partner deems appropriate in its sole and absolute discretion to Persons who are holders of Common Units on the applicable Partnership Record Date. Any amounts so distributed shall be allocated among the holders of Common Units as follows. First, such Available Cash shall be tentatively allocated among the Limited Partners that hold Common Units in accordance with their respective Percentage Interests on such Partnership Record Date; provided that in no event may . The amount tentatively allocated to a Partner receive a distribution holder of Available Cash Class B Common Units shall be distributed to such holder. The amount tentatively allocated to each Class A Common LP shall be further divided between such Class A Common LP, on the one hand, and the Promote Partner, on the other hand, and distributed as follows:
(i) First, 100% to such Class A Common LP pro rata with respect to a Partnership each Class A Common Unit if owned by such Partner is entitled to receive a distribution out Class A Common LP until the Initial Investment Account of such Available Cash with respect to a REIT Share for which such Partnership Unit Class A Common LP has been redeemed or exchangedreduced to zero;
(ii) Second, 100% to such Class A Common LP until the Preferred Return Account of such Class A Common LP has been reduced to zero;
(iii) Third, 50% to the Promote Partner and further 50% to the Class A Common LP until the Promote Partner has received cumulative distributions pursuant to this Section 5.1.A(2)(iii) equal to 20% of the sum of (a) cumulative distributions made to date to the Class A Common LP pursuant to Section 5.1.A(2)(ii) and this Section 5.1.A(2)(iii) and (b) the cumulative distributions made to the Promote Partner pursuant to this Section 5.1.A(2)(iii); and
(iv) Fourth, 80% to the Class A Common LP and 20% to the Promote Partner. provided that no distributions shall be made pursuant to clause this paragraph (iii2) above unless all cumulative dividends with respect to any outstanding Gables Trust Series A C-1 Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C D Preferred Shares and, from and after June 18, 2008, Gables Trust Series Z Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such payment. .
B. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's qualification as a REITdiscretion, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.
C. Notwithstanding anything to the contrary above, the Partnership shall cause to be distributed to Gables Trust and the General Partner (in proportion to the number of Series C-1 Preferred Units and Series D Preferred Units owned by each) an amount that in the aggregate is equal to the aggregate amount necessary to redeem any Gables Trust Series C-1 Preferred Shares or Gables Trust Series D Preferred Shares, as the case may be, which have been called for redemption by Gables Trust, at such time as is necessary to facilitate any such redemption and such distribution will cause a redemption of a like number of Series C-1 Preferred Units or Series D Preferred Units, as the case may be.
D. Notwithstanding anything to the contrary above in Section 5.1.A, (but subject to the provisions of Section 5.1.C in the event of a redemption of Series Z Preferred Shares, alone or in connection with a redemption of any Gables Trust Series C-1 Preferred Shares or Gables Trust Series D Preferred Shares), the Partnership shall cause to be distributed to Gables Trust and the General Partner (in proportion to the number of Series Z Preferred Units owned by each) an amount equal to the aggregate amount necessary to redeem any Gables Trust Series Z Preferred Shares which have been called for redemption by the Gables Trust, at such time as is necessary to facilitate any such redemption. Such distribution will cause a redemption of a like number of Series Z Preferred Units.
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Requirement and Characterization of Distributions. (a) The General Partner shall cause the Partnership to distribute, when and as declared by the General Partner out of funds legally available for the payment thereof, preferential distributions ("Preferred Unit Distributions") in respect of all series of Preferred Units of the Partnership in the aggregate amount of dividends and other distributions in respect of the related preferred stock (provided the net proceeds from the issuance of such preferred stock shall have theretofore been contributed to the Partnership) paid by the General Partner to holders of such preferred stock, contemporaneous with the payment of such preferred stock dividends and other distributions.
(b) The General Partner shall cause the Partnership to distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period as follows:
(i) firstFirst, one hundred percent (100%) to the Partners who shall own Class A Common Units, pro rata based on the number of Class A Common Units held by each such Partner on the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount for the quarter for each such Unit;
(ii) Next, if any Partners holding Class A Common Units have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(iii) Thereafter, to the General Partner and any other holders of Class B Common Units, pro rata in accordance with the Gables Trust (in proportion to the relative number of Series A Preferred Class B Common Units and Series C Preferred Units owned held by each.
(c) and The General Partner shall distribute Capital Transaction Proceeds received by the holders Partnership within 30 days after the date of such Capital Transaction provided that the General Partner has given the Limited Partners 20 days' prior written notice of the Series B Preferred Units date for any such distribution, as follows:
(in proportion to the number of Series B Preferred Units owned by eachi) an amount equal to the sum of the Series A Preferred Unit Priority DistributionFirst, the Series B Preferred Unit if any Limited Partners have a positive Cumulative Unpaid Priority Distribution and Account, one hundred percent (100%) to such Limited Partners, pro rata based on the Series C Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders relative amounts of the Series A Preferred Units, the Series B Preferred Units and the Series C Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i), distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B Preferred Units (as a class) and the holders of the Series C Preferred Units (as a class) pro rata, in the ratio which the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit their Cumulative Unpaid Priority Distribution or the Series C Preferred Unit Priority DistributionAccounts, as applicable, bears to each other, and within until each such class, pro rata, in proportion to the Series A Preferred Units, Series B Preferred Units or Series C Preferred Units, as the case may be, held by each such holder; Cumulative Unpaid Priority Distribution Account reaches zero: and
(ii) secondThereafter, to the General Partner and the Gables Trust (in proportion to the number any other holders of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and (iii) thirdClass B Units, to the Partners pro rata in accordance with their respective Percentage Interests on such Partnership Record Date; provided that in no event may a Partner receive a distribution the relative number of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and further provided that no distributions shall be made pursuant to clause (iii) above unless all cumulative dividends with respect to any outstanding Gables Trust Series A Preferred Shares, Gables Trust Series Class B Preferred Shares, Gables Trust Series C Preferred Shares and Gables Trust Series Z Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such payment. The General Partner shall take such reasonable efforts, as determined Units held by it in its sole and absolute discretion and consistent with the Gables Trust's qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treatedeach.
Appears in 1 contract
Samples: Limited Partnership Agreement (Mid America Apartment Communities Inc)
Requirement and Characterization of Distributions. (a) The General Partner shall distribute at least quarterly the times set forth below an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period periods in the following priority:
(ia) firstFirst, quarterly, to the General Partner and extent that the Gables Trust (in proportion amount of cash distributed to the number of Series A Preferred Units and Series C Preferred Units owned by each) and the holders of the Series B Preferred Units (in proportion to the number of Series B Preferred Units owned by each) an amount equal to the sum of the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution and the Series C Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders of the Series A Preferred Units, the Series B Preferred Units and the Series C Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i), distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B Preferred Units (as a class) and the holders of the Series C Preferred Units and the Series D Preferred Units for all prior quarters pursuant to SECTION 5.1(b) (as other than the immediately preceding quarter) was less than the Series C Preferred Distribution and Series D Preferred Distribution for all such quarters and such deficiency was not previously distributed pursuant to this SECTION 5.1(a) (a class"Series C and D Distribution Shortfall"), Available Cash shall be distributed pro rata to the holders of the Series C Preferred Units and the Series D Preferred Units in an amount equal to such Series C and D Distribution Shortfall for all such prior quarters.
(b) Second, quarterly, Available Cash shall be distributed to the holders of the Series C Preferred Units and the Series D Preferred Units pro rata in an amount equal to one quarter of the Series C Preferred Distribution and Series D Preferred Distribution for each outstanding Series C Preferred Unit and Series D Preferred Unit.
(c) Third, quarterly (within 30 days of the end of each quarter), Available Cash shall be distributed in an aggregate amount up to the First Tier Class A Distribution Shortfall, (i) 43 percent to the Original Class A Limited Partners, pro rata, in respect of their Class A Common Units, and (ii) 57 percent to the ratio which General Partner, until the Series First Tier Class A Preferred Unit Priority DistributionDistribution Shortfall has been distributed;
(d) Fourth, $10 million of Available Cash shall be distributed annually in quarterly installments (within 30 days of the end of each quarter), (i) 43 percent to the Original Class A Limited Partners, pro rata, in accordance with their Class A Common Units, and (ii) 57 percent to the General Partner;
(e) Fifth, quarterly (within 30 days of the end of each quarter), Available Cash shall be distributed in an aggregate amount equal to the Second Tier Class A Distribution Shortfall 100 percent to the Original Class A Limited Partners, pro rata, in respect of their Class A Common Units, until the Second Tier Class A Distribution Shortfall has been distributed;
(f) Sixth, $1,500,000 of Available Cash shall be distributed annually in quarterly installments (within the 30 days of the end of each quarter) 100 percent to the Original Class A Limited Partners, pro rata, in accordance with their respective Class A Common Units;
(g) Seventh, $100 million of Available Cash shall be distributed annually in quarterly installments (within 30 days of the end of each quarter), (i) 1 percent to the Original Class A Limited Partners, pro rata, in accordance with their Class A Common Units, and (ii) 99 percent to the Partners other than Original Class A Limited Partners pro rata in accordance with their Common Units;
(h) Eighth, quarterly (within 30 days of the end of each quarter), Available Cash, if any, shall be distributed to the Partners, pro rata, in accordance with their Common Units, until the IRR Equity Return Date; and
(i) Ninth, quarterly (within 30 days of the end of each quarter), the Series B Preferred Unit Priority Distribution or balance of Available Cash, if any, shall be distributed to the Series C Preferred Unit Priority Distribution, as applicable, bears to each other, and within each such classholders of Class A Common Units, pro rata, in proportion to the Series their Class A Preferred Common Units; PROVIDED, Series B Preferred Units or Series C Preferred UnitsHOWEVER, as the case may be, held by each that any such holder; (ii) second, Available Cash distributable to the General Partner and the Gables Trust Original Class A Limited Partners shall be distributed, pro rata, (in proportion i) 43 percent to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and (iii) thirdOriginal Class A Limited Partners, to the Partners pro rata, in accordance with their respective Percentage Interests Class A Common Units and (ii) 57 percent to the General Partner. The dollar amounts expressly stated in SECTIONS 5.1(d), (f) and (g), (i) shall grow at a rate of 3% per annum, compounded annually, beginning on such Partnership Record Date; provided that in no event may January 1, 2004, (II) shall be pro rated for any period shorter than a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchangedcalendar quarter, and further provided that no distributions (III) along with the percentages described in SECTIONS 5.1(c), (d), (g), and (i), shall be made adjusted proportionately for any reduction from the number of Class A Common Units held by Original Class A Limited Partners on the Effective Date (E.G., upon the first purchase of Class A Common Units from a Class A Limited Partner pursuant to clause SECTION 4.6(d), if (iiiA) above unless all cumulative dividends with respect to any outstanding Gables Trust Series the Partnership purchases 100 Class A Preferred SharesCommon Units from such Original Class A Limited Partner and (B) on the Effective Date the Original Class A Limited Partners collectively held 1,000 Class A Common Units, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares then the percentages described in SECTIONS 5.1(c) and Gables Trust Series Z Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (xd) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such payment. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's qualification as a REIT, to distribute Available Cash to the Original Class A Limited Partners so as shall be reduced to preclude any such distribution or portion thereof from being treated as part of a sale of property 38.70% and shall be increased to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that 61.30% for the General Partner and the Partnership amount described in SECTION 5.1(g) shall not have liability be reduced to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated$90,000,000.).
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Samples: Limited Partnership Agreement (Rodamco North America N V)
Requirement and Characterization of Distributions. (a) The General Partner shall distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period period
(i) first, to the General Partner and the Gables Trust (in proportion to the number of Series A Preferred Units, Series C Preferred Units, Series C-1 Preferred Units and Series C D Preferred Units owned by each) and the holders of the Series B Preferred Units (in proportion to the number of Series B Preferred Units owned by each) an amount equal to the sum of the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution, the Series C Preferred Unit Priority Distribution, the Series C-1 Preferred Unit Priority Distribution and the Series C D Preferred Unit Priority Distribution, provided however, in the event that Available Cash is less than the aggregate amount distributable to the holders of the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series C-1 Preferred Units and the Series C D Preferred Units pursuant to the foregoing provision of this Section 5.1(a)(i), distributions shall be made to the holders of the Series A Preferred Units (as a class), the holders of the Series B Preferred Units (as a class), the holders of the Series C Preferred Units (as a class), the holders of the Series C-1 Preferred Units (as a class) and the holders of the Series C D Preferred Units (as a class) pro rata, in the ratio which the Series A Preferred Unit Priority Distribution, the Series B Preferred Unit Priority Distribution, the Series C Preferred Unit Priority Distribution, the Series C-1 Preferred Unit Priority Distribution or the Series C D Preferred Unit Priority Distribution, as applicable, bears to each other, and within each such class, pro rata, in proportion to the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, the Series C-1 Preferred Units or Series C D Preferred Units, as the case may be, held by each such holder; ;
(ii) second, to the General Partner and the Gables Trust (in proportion to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and and
(iii) third, to the Partners in accordance with their respective Percentage Interests on such Partnership Record Date; provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and further provided that no distributions shall be made pursuant to clause (iii) above unless all cumulative dividends with respect to any outstanding Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares, Gables Trust Series C-1 Preferred Shares, Gables Trust Series D Preferred Shares and Gables Trust Series Z Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such payment. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.
(b) Notwithstanding anything to the contrary above, the Partnership shall cause to be distributed to the Gables Trust and the General Partner (in proportion to the number of Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units and Series D Preferred Units owned by each) an amount that in the aggregate is equal to the aggregate amount necessary to redeem any Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares, Gables Trust Series C-1 Preferred Shares and Gables Trust Series D Preferred Shares which have been called for redemption by the Gables Trust, at such time as is necessary to facilitate any such redemption and such distribution will cause a redemption of a like number of Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units, as the case may be.
(c) Notwithstanding anything to the contrary above in Section 5.1(a), (but subject to the provisions of Section 5.1(b) in the event of a redemption of Series Z Preferred Shares, alone or in connection with a redemption of any Gables Trust Series A Preferred Shares, Gables Trust Series B Preferred Shares, Gables Trust Series C Preferred Shares, Gables Trust Series C-1 Preferred Shares or Gables Trust Series D Preferred Shares), the Partnership shall cause to be distributed to the Gables Trust and the General Partner (in proportion to the number of Series Z Preferred Units owned by each) an amount equal to the aggregate amount necessary to redeem any Gables Trust Series Z Preferred Shares which have been called for redemption by the Gables Trust, at such time as is necessary to facilitate any such redemption. Such distribution will cause a redemption of a like number of Series Z Preferred Units.
(d) Notwithstanding anything to the contrary above in Section 5.1(a), (but subject to the provisions of Section 5.1(b)), in the event of a redemption of all or a portion of the Series B Preferred Units in accordance with Section 5 of Exhibit F hereto, the Partnership shall cause to be distributed to the
Appears in 1 contract
Samples: Limited Partnership Agreement (Gables Realty Limited Partnership)
