Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 5 contracts
Samples: Agreement of Limited Partnership (Brookfield Property REIT Inc.), Limited Partnership Agreement (Brookfield Property REIT Inc.), Merger Agreement (Brookfield Property Partners L.P.)
Special Approval Rights. 15.1 Holders of CCOP LTIP Units shall only (ai) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (bii) have the limited additional voting rights that are expressly set forth in this Section 1.1515 of this Designation. The General Partner Partner, CCI and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding CCOP LTIP Units (both vested (but not yet converted) and unvested) affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such CCOP LTIP Units, subject to the following exceptions: (i) :
15.1.1 no separate consent of the Holders holders of CCOP LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; (ii) ;
15.1.2 a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT CCI or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the CCOP LTIP Units Units, so long as either: either (wi) the CCOP LTIP Units that are then eligible for conversion (or that the General Partner provides will be eligible for conversion in connection with the merger, consolidation or other business combination or reorganization) are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (xii) the Holders holders of CCOP LTIP Units either will receive, or will have the right to elect to receive, for each CCOP LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such CCOP LTIP Unit had it been converted into a number of Series K Preferred Common Units (or a fraction of a Series K Preferred Unitthereof, as applicable applicable, under the terms provided by the terms of such a specific series of CCOP LTIP Units) immediately prior to Units as approved by the transactionGeneral Partner), but only if it was eligible to be so converted; (yiii) the CCOP LTIP Units remain outstanding with their terms materially unchanged; unchanged or (ziv) if the Partnership is not the surviving entity in such transactionthe merger, consolidation or other business combination or reorganization, the CCOP LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the CCOP LTIP Units; (iii) .
15.1.3 any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the CCOP LTIP Units in any respect), which either (xi) does not require the consent of the Holders of Series K Preferred Units a Majority Vote or (yii) does require such consent and is authorized by a Majority Vote, together with any other class or series of units of Limited Partner Interest in the Holders of Series K Preferred Units Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the CCOP LTIP Units; and (iv) and
15.1.4 any waiver by the Partnership of restrictions or limitations applicable to any outstanding CCOP LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the CCOP LTIP Units with respect to other holders. The foregoing voting provisions For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding CCOP LTIP Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such CCOP LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of CCOP LTIP Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise.
15.2 Notwithstanding the above, (i) if the holders of more than 50% of the then outstanding CCOP LTIP Units (both vested (but not yet converted) and unvested) do not provide affirmative votes pursuant to Section 15.1 of this Designation for the action requested or (ii) if the requirements of Section 15.1.1 through 15.1.4 of this Designation cannot be met on a commercially reasonable basis, the Partnership shall have the option to purchase the CCOP LTIP Units that are not entitled to be exchanged for the Cash Amount.
15.3 Any special approval rights provided in this Section 15 of this Designation will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding CCOP LTIP Units shall have been converted and/or redeemedexchanged, or provision is made for such redemption exchange and/or conversion to occur as of or prior to such time, or all outstanding CCOP LTIP Units have been repurchased pursuant to Section 15.2 of this Designation.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Cottonwood Communities, Inc.), Limited Partnership Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Communities, Inc.)
Special Approval Rights. Holders Except as provided in Section 1.14 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.14 above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Common Units and LTIP Units voting together as a single class pursuant to Section 1.15 above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 3 contracts
Samples: Limited Partnership Agreement (DiamondRock Hospitality Co), Limited Partnership Agreement (Paramount Group, Inc.), Limited Partnership Agreement (Paramount Group, Inc.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable In addition to, and not in limitation of, the provisions of Delaware lawSection 9.A above (and notwithstanding anything appearing to be contrary in the Agreement), if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote consent of Holders the holders of more than 50% sixty-six and two-thirds percent (66 2/3%) of the then outstanding LTIP Units affected therebyUnits, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, amend the rights, powers or privileges of such the LTIP Units, ; but subject in any event to the following exceptionsprovisions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, would similarly alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Class A Units; (ii) a with respect to the occurrence of any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of so long as the LTIP Units so long as either: either (wx) the LTIP Units that are then eligible for conversion are all converted into Series K Preferred Class A Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; unchanged or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation and with the terms of the Class A Units or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to such other securities into which the LTIP Units in any respect(or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), which either (x) does not require the consent occurrence of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the LTIP Units to be outstanding following such conversion; and (iviii) any waiver by creation or issuance of any Class A Units or of any class of series of common or preferred units of the Partnership of restrictions (whether ranking junior to, on a parity with or limitations applicable senior to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not apply if, as require the consent of the holders of Class A Units or prior to (y) does require such consent and is authorized by a vote of the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding holders of Class A Units; and LTIP Units shall have been converted and/or redeemedvoting together as a single class, or provision is made for such redemption and/or conversion to occur as of or prior to such time.together with any
Appears in 3 contracts
Samples: Limited Partnership Agreement (Gramercy Property Trust Inc.), Limited Partnership Agreement (Gramercy Capital Corp), Limited Partnership Agreement (Gramercy Capital Corp)
Special Approval Rights. 15.1 Holders of CROP LTIP Units shall only (ai) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (bii) have the limited additional voting rights that are expressly set forth in this Section 1.1515 of this Designation. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding CROP LTIP Units (both vested (but not yet converted) and unvested) affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such CROP LTIP Units, subject to the following exceptions: (i) :
15.1.1 no separate consent of the Holders holders of CROP LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; (ii) ;
15.1.2 a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT Partner or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the CROP LTIP Units Units, so long as either: either (wi) the CROP LTIP Units that are then eligible for conversion (or that the General Partner provides will be eligible for conversion in connection with the merger, consolidation or other business combination or reorganization) are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (xii) the Holders holders of CROP LTIP Units either will receive, or will have the right to elect to receive, for each CROP LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such CROP LTIP Unit had it been converted into a number of Series K Preferred Common Units (or a fraction of a Series K Preferred Unitthereof, as applicable applicable, under the terms provided by the terms of such a specific series of CROP LTIP Units) immediately prior to Units as approved by the transactionGeneral Partner), but only if it was eligible to be so converted; (yiii) the CROP LTIP Units remain outstanding with their terms materially unchanged; unchanged or (ziv) if the Partnership is not the surviving entity in such transactionthe merger, consolidation or other business combination or reorganization, the CROP LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the CROP LTIP Units; (iii) .
15.1.3 any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the CROP LTIP Units in any respect), which either (xi) does not require the consent of the Holders of Series K Preferred Units a Common Majority Vote or (yii) does require such consent and is authorized by a Common Majority Vote, together with any other class or series of units of Limited Partner Interest in the Holders of Series K Preferred Units Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the CROP LTIP Units; and (iv) and
15.1.4 any waiver by the Partnership of restrictions or limitations applicable to any outstanding CROP LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the CROP LTIP Units with respect to other holders. The foregoing voting provisions For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding CROP LTIP Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such CROP LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of CROP LTIP Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise.
15.2 Notwithstanding the above, (i) if the holders of more than 50% of the then outstanding CROP LTIP Units (both vested (but not yet converted) and unvested) do not provide affirmative votes pursuant to Section 15.1 of this Designation for the action requested or (ii) if the requirements of Section 15.1.1 through 15.1.4 of this Designation cannot be met on a commercially reasonable basis, the Partnership shall have the option to purchase the CROP LTIP Units that are not entitled to be exchanged for the Cash Amount.
15.3 Any special approval rights provided in this Section 15 of this Designation will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding CROP LTIP Units shall have been converted and/or redeemedexchanged, or provision is made for such redemption exchange and/or conversion to occur as of or prior to such time, or all outstanding CROP LTIP Units have been repurchased pursuant to Section 15.2 of this Designation.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Cottonwood Communities, Inc.), Limited Partnership Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Communities, Inc.)
Special Approval Rights. Holders Except as provided in Section 1.12 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.151.13. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.12 above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Common Units and LTIP Units voting together as a single class pursuant to Section 1.12 above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Paramount Group, Inc.), Limited Partnership Agreement (Gaming & Leisure Properties, Inc.), Limited Partnership Agreement (Paramount Group, Inc.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Common Units (or fraction of a Series K Preferred Common Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders of Series K Preferred Common Units or (y) is authorized by the Holders of Series K Preferred Common Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 3 contracts
Samples: Limited Partnership Agreement (General Growth Properties, Inc.), Limited Partnership Agreement (General Growth Properties, Inc.), Third Amended and Restated Agreement of Limited Partnership (General Growth Properties, Inc.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote approval of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptionsexceptions and qualifications: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Class A Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, Partnership or the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of an LTIP Unit (and the holder of such LTIP Units Unit will not be entitled to any vote or consent with respect to such merger, consolidation or other business combination or reorganization in respect of such LTIP Unit) so long as eitherany of the following apply: (w) the subject to Section 1.15 of this Schedule I, such LTIP Units that are then eligible for conversion are Unit is converted into Series K Preferred Units immediately prior to the effectiveness of the transactiontransaction into a number (or fraction thereof) of fully paid and non-assessable Class A Units equal to the greater of (i) the LTIP Conversion Factor for such LTIP Unit (giving effect to all adjustments (if any) made pursuant to Section 1.5 of this Schedule I) and (ii) one (1) (which Class A Units, for the avoidance of doubt, may be unvested to the extent the LTIP Unit so converted is not a Vested LTIP Unit); or (x) the Holders holder of such LTIP Units Unit either will receive, or will have the right to elect to receive, for each in respect of such LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units Class A Unit (or fraction of a Series K Preferred Class A Unit, as applicable under the terms of such LTIP UnitsUnit) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the such LTIP Units remain Unit remains outstanding with their its terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the such LTIP Units are Unit is exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the such LTIP UnitsUnit; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Class A Units or (y) is authorized by the Holders holders of Series K Preferred Class A Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership or the General Partner of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of LTIP Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 3 contracts
Samples: Limited Partnership Agreement (PJT Partners Inc.), Limited Partnership Agreement (PJT Partners Inc.), Limited Partnership Agreement (PJT Partners Inc.)
Special Approval Rights. Holders of Class AO LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 8.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding Class AO LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such Class AO LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of Class AO LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; Class A Units (in which event the holders of Class AO LTIP Units shall only have such voting rights, if any, as provided in Section 14.1 of the Agreement in accordance with Section 8.A above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the Class AO LTIP Units that are then eligible for conversion either (x) are converted into Series K Preferred Class A Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the Class AO LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation and with the terms of the Class A Units or issuance of Partnership such other securities into which the Class AO LTIP Units (whether ranking junior toor the substitute security therefor) are convertible materially the same with respect to rights to allocations, on a parity with or senior to the LTIP Units in any respectdistributions, redemption, conversion and voting), which either (x) does not require the consent of the Holders of Series K Preferred Units such merger, consolidation or (y) is authorized by the Holders of Series K Preferred Units other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the Class AO LTIP Units; , provided further, that if some, but not all, of the Class AO LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the Class AO LTIP Units to be outstanding following such conversion, Vested LTIP Units and Class A Units outstanding voting together as a single class pursuant to Section 8.A above;
(iii) any creation or issuance of any Class A Units or of any class of series of Class A Units or Preference Units of the Partnership (whether ranking junior to, on a parity with or senior to the Class AO LTIP Units or with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Class A Units or (y) does require such consent and is authorized by a vote of the holders of Class A Units, Vested LTIP Units and Class AO LTIP Units voting together as a single class pursuant to Section 8.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the Class AO LTIP Units;
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding Class AO LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the Class AO LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding Class AO LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time; and
(v) the General Partner shall have the power, without the consent of holders of Class AO LTIP Units, to amend the Agreement as may be required to reflect any change to the Agreement not otherwise specifically permitted by this Section 8.B that the General Partner deems necessary or appropriate in its sole discretion, provided that such change does not adversely affect or eliminate any right granted to holders of Class AO LTIP Units requiring their approval.
Appears in 3 contracts
Samples: Amended and Restated Agreement of Limited Partnership (Kite Realty Group, L.P.), Amended and Restated Agreement of Limited Partnership (Kite Realty Group, L.P.), Agreement of Limited Partnership (Kite Realty Group, L.P.)
Special Approval Rights. Holders Except as provided in Section 1.14 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote consent of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.14 above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Common Units and LTIP Units voting together as a single class pursuant to Section 1.14 above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Essex Portfolio Lp), Limited Partnership Agreement (Essex Portfolio Lp)
Special Approval Rights. Holders Except as provided in Section 1.14 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders of Limited Partners holding more than 50% of the then outstanding LTIP Units then held by Limited Partners affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) , no separate consent of the Holders holders of LTIP Units will be required (i) if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.14 above); (ii) a with respect to an Extraordinary Transaction or any merger, consolidation or other business combination or reorganization of involving the PartnershipPartnership as a party, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: one of the following occurs (w) the Mandatory Conversion pursuant to Section 1.12 above applies or the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; unchanged (and with the terms of the Common Units or such other securities into which the LTIP Units are convertible being materially the same with respect to rights to allocations, distributions, redemption, conversion and voting, provided that such terms of the Common Units shall, without limitation, be deemed materially the same if the applicable transaction did not require the approval of the Common Unitholders pursuant to Section 11.2.B(2)), or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP UnitsUnits and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the security substituted for the LTIP Units are convertible being materially the same with respect to rights to allocations, distributions, redemption, conversion and voting provided that such terms of the Common Units or such other security shall, without limitation, be deemed materially the same if the applicable transaction did not require the approval of the Common Unitholders pursuant to Section 11.2.B(2)); (iii) in connection with any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent Consent of the Holders holders of Series K Preferred Common Units or (y) does require such Consent and is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges a vote of the holders of Common Units and LTIP UnitsUnits voting together as a single class pursuant to Section 1.14 above, together with any other class or series of Partnership Units upon which like voting rights have been conferred; and (iv) with respect to any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units or any other Partnership Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such timethereof.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Easterly Government Properties, Inc.), Limited Partnership Agreement (Easterly Government Properties, Inc.)
Special Approval Rights. Holders Except as provided in Section 9.A above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 9.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; OP Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as provided in Section 14.1 of the Agreement in accordance with Section 9.A above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of so long as the LTIP Units so long as either: either (wx) the LTIP Units that are then eligible for conversion are converted into Series K Preferred OP Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation and with the terms of the OP Units or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to such other securities into which the LTIP Units in any respect(or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), which either (x) does not require the consent of the Holders of Series K Preferred Units such merger, consolidation or (y) is authorized by the Holders of Series K Preferred Units other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; , provided further, that if some, but not all, of the LTIP Units are converted into OP Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion and OP Units outstanding voting together as a single class pursuant to Section 9.A above;
(iii) any creation or issuance of any OP Units or of any class or series of Partnership Units or Preferred Units of the Partnership (whether ranking junior to, on a parity with or senior to the LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of OP Units or (y) does require such consent and is authorized by a vote of the holders of OP Units and LTIP Units voting together as a single class pursuant to Section 9.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units;
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time; and
(v) the General Partner shall have the power, without the consent of holders of LTIP Units, to amend the Agreement as may be required to reflect any change to the Agreement not otherwise specifically permitted by this Section 9.B that the General Partner deems necessary or appropriate in its sole discretion, provided that such change does not adversely affect or eliminate any right granted to holders of LTIP Units requiring their approval.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Clipper Realty Inc.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable In addition to, and not in limitation of, the provisions of Delaware lawSection 10(a) above (and notwithstanding anything appearing to be contrary in the Partnership Agreement), if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner Company and/or the Partnership shall not, without the affirmative vote consent of Holders the holders of more than 50% sixty-six and two-thirds percent (66 2/3%) of the then outstanding 2006 LTIP Units affected therebyUnits, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, amend the rights, powers or privileges of such the 2006 LTIP Units, ; but subject in any event to the following exceptionsprovisions: (i) no separate consent of the Holders holders of 2006 LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, would similarly alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; (ii) a with respect to the occurrence of any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the 2006 LTIP Units remain outstanding with their the terms thereof materially unchanged; or (z) unchanged or, if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the 2006 LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation and with the terms of the Common Units or issuance of Partnership such other securities into which the 2006 LTIP Units (whether ranking junior toor the substitute security therefor) are convertible materially the same with respect to rights to allocations, on a parity with or senior to the LTIP Units in any respectdistributions, redemption, conversion and voting), which either (x) does not require the consent occurrence of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2006 LTIP Units; (iii) any creation or issuance of any Common Units or of any class of series of common or preferred units of the Partnership (whether ranking junior to, on a parity with or senior to the 2006 LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Units or (y) does require such consent and is authorized by a vote of the holders of Common Units; and 2006 LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2006 LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding 2006 LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2006 LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding 2006 LTIP Units shall have been converted and/or redeemedconverted, or provision is made for such redemption and/or conversion to occur as of or prior to such time.. Exhibit A NOTICE OF ELECTION BY PARTNER TO CONVERT 2006 LTIP UNITS INTO COMMON UNITS
Appears in 2 contracts
Samples: Supplement to the Amended and Restated Agreement of Limited Partnership (Reckson Operating Partnership Lp), Supplement to the Amended and Restated Agreement of Limited Partnership (Reckson Associates Realty Corp)
Special Approval Rights. Holders Except as provided in Section 1.14 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders of Limited Partners holding more than 50% of the then outstanding LTIP Units then held by Limited Partners affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required (i) if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.14 above); (ii) a with respect to an Extraordinary Transaction or any merger, consolidation or other business combination or reorganization of involving the PartnershipPartnership as a party, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: one of the following occurs (w) the Mandatory Conversion provisions of Section 1.12 above apply or the LTIP Units that are then eligible for conversion are otherwise converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; unchanged (and with the terms of the Common Units or such other securities into which the LTIP Units are convertible being materially the same with respect to rights to allocations, distributions, redemption, conversion and voting, provided that such terms of the Common Units shall, without limitation, be deemed materially the same if the applicable transaction did not require the approval of the Common Unitholders pursuant to Section 11.2.B(ii)), or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP UnitsUnits and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the security substituted for the LTIP Units are convertible being materially the same with respect to rights to allocations, distributions, redemption, conversion and voting provided that such terms of the Common Units or such other security shall, without limitation, be deemed materially the same if the applicable transaction did not require the approval of the Common Unitholders pursuant to Section 11.2.B(ii)), ; (iii) in connection with any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges a vote of the holders of Common Units and LTIP UnitsUnits voting together as a single class pursuant to Section 1.14 above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred,; and (iv) with respect to any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units or any other Partnership Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such timethereof.
Appears in 2 contracts
Samples: Limited Partnership Agreement (American Farmland Co), Limited Partnership Agreement (American Farmland Co)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote approval of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptionsexceptions and qualifications: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Class A Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, Partnership or the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of an LTIP Unit (and the holder of such LTIP Units Unit will not be entitled to any vote or consent with respect to such merger, consolidation or other business combination or reorganization in respect of such LTIP Unit) so long as eitherany of the following apply: (w) the such LTIP Units that are then eligible for conversion are Unit is converted into Series K Preferred Units immediately prior to the effectiveness of the transactiontransaction into a number (or fraction thereof) of fully paid and non-assessable Class A Units equal to the greater of (i) the LTIP Conversion Factor for such LTIP Unit (giving effect to all adjustments (if any) made pursuant to Section 1.5 of this Schedule I) and (ii) one (1) (which Class A Units, for the avoidance of doubt, may be unvested to the extent the LTIP Unit so converted is not a Vested LTIP Unit); or (x) the Holders holder of such LTIP Units Unit either will receive, or will have the right to elect to receive, for each in respect of such LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units Class A Unit (or fraction of a Series K Preferred Class A Unit, as applicable under the terms of such LTIP UnitsUnit) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the such LTIP Units remain Unit remains outstanding with their its terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the such LTIP Units are Unit is exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the such LTIP UnitsUnit; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Class A Units or (y) is authorized by the Holders holders of Series K Preferred Class A Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership or the General Partner of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of LTIP Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 2 contracts
Samples: Limited Partnership Agreement (PJT Partners Inc.), Limited Partnership Agreement (PJT Partners Inc.)
Special Approval Rights. Holders Except as provided in Section 1.14 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.14 above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Common Units and LTIP Units voting together as a single class pursuant to Section 1.14 above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (1st stREIT Office Inc.), Limited Partnership Agreement (Behringer Harvard Reit I Inc)
Special Approval Rights. Holders Except as provided in Section 1.12 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.151.13. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than fifty percent (50% %) of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.12 above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (wA) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (xB) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (yC) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (zD) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (C) or (D) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than fifty percent (50%) of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (xA) does not require the consent of the Holders holders of Series K Preferred Common Units or (yB) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Common Units and LTIP Units voting together as a single class pursuant to Section 1.12 above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred), shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Curbline Properties Corp.), Limited Partnership Agreement (Curbline Properties Corp.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptionsexceptions and qualifications: (i) no separate consent of the Holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Partnership Common Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT Special Limited Partner or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of an LTIP Unit (and the Holder of such LTIP Units Unit will not be entitled to any vote or consent with respect to such merger, consolidation or other business combination or reorganization in respect of such LTIP Unit) so long as either: (w) the such LTIP Units that are then eligible for conversion are Unit is converted into Series K Preferred Units immediately prior to the effectiveness of the transactiontransaction into a number (or fraction thereof) of fully paid and non-assessable Partnership Common Units equal to the greater of (i) the LTIP Conversion Factor for such LTIP Unit (giving effect to all adjustments (if any) made pursuant to Section 1.5 of this Schedule I) and (ii) one (1) (which Partnership Common Units, for the avoidance of doubt, may be unvested to the extent the LTIP Unit so converted is not a Vested LTIP Unit); or (x) the Holders Holder of such LTIP Units Unit either will receive, or will have the right to elect to receive, for each in respect of such LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units Partnership Common Unit (or fraction of a Series K Preferred Partnership Common Unit, as applicable under the terms of such LTIP UnitsUnit) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the such LTIP Units remain Unit remains outstanding with their its terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the such LTIP Units are Unit is exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the such LTIP UnitsUnit; (iii) any creation or issuance of Partnership Units Interests (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders of Series K Preferred Partnership Common Units or (y) is authorized by the Holders of Series K Preferred Partnership Common Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership or the General Partner of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder Holder or holders Holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holdersHolders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any Holder or Holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Holders of LTIP Units, whether or not such Holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Invitation Homes Inc.), Limited Partnership Agreement (Invitation Homes Inc.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptionsexceptions and qualifications: (i) no separate consent of the Holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Partnership Common Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT Special Limited Partner, Parent or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of an LTIP Unit (and the Holder of such LTIP Units Unit will not be entitled to any vote or consent with respect to such merger, consolidation or other business combination or reorganization in respect of such LTIP Unit) so long as either: (w) the such LTIP Units that are then eligible for conversion are Unit is converted into Series K Preferred Units immediately prior to the effectiveness of the transactiontransaction into a number (or fraction thereof) of fully paid and non-assessable Partnership Common Units equal to the greater of (i) the LTIP Conversion Factor for such LTIP Unit (giving effect to all adjustments (if any) made pursuant to Section 1.5 of this Schedule I) and (ii) one (1) (which Partnership Common Units, for the avoidance of doubt, may be unvested to the extent the LTIP Unit so converted is not a Vested LTIP Unit); or (x) the Holders Holder of such LTIP Units Unit either will receive, or will have the right to elect to receive, for each in respect of such LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units Partnership Common Unit (or fraction of a Series K Preferred Partnership Common Unit, as applicable under the terms of such LTIP UnitsUnit) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the such LTIP Units remain Unit remains outstanding with their its terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the such LTIP Units are Unit is exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the such LTIP UnitsUnit; (iii) any creation or issuance of Partnership Units Interests (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders of Series K Preferred Partnership Common Units or (y) is authorized by the Holders of Series K Preferred Partnership Common Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership or the General Partner of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder Holder or holders Holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holdersHolders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any Holder or Holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Holders of LTIP Units, whether or not such Holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brixmor Property Group Inc.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.151.16. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units (both vested and unvested) affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; ;
(ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT Partner or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units Units, so long as either: either (w) the LTIP Units that are then eligible for conversion (or that the General Partner provides will be eligible for conversion in connection with the merger, consolidation or other business combination or reorganization) are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Common Units (or a fraction of a Series K Preferred Unitthereof, as applicable applicable, under the terms provided by the terms of such a specific series of LTIP Units) immediately prior to Units as approved by the transactionGeneral Partner), but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; , or (z) if the Partnership is not the surviving entity in such transactionthe merger, consolidation or other business combination or reorganization, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; ;
(iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Units Common Units, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and and
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of LTIP Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing voting provisions special approval rights will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Partnership Agreement (Duke Realty Limited Partnership/)
Special Approval Rights. Holders of BPY AO LTIP Units Unitholders shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware lawthe Laws of Bermuda, if any, and (b) have the limited voting rights expressly set forth in this Section 1.159. The Managing General Partner and/or the Partnership shall not, without the affirmative vote of Holders BPY AO LTIP Unitholders of more than 50% of the then outstanding BPY AO LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such BPY AO LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders of BPY AO LTIP Units Unitholders will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred FV LTIP Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, the Managing General Partner, the Public REIT BPY or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the BPY AO LTIP Units so long as either: (w) the BPY AO LTIP Units that are then eligible for conversion are converted into Series K Preferred FV LTIP Units immediately prior to the effectiveness of the transaction; or (x) the Holders of BPY AO LTIP Units Unitholders either will receive, or will have the right to elect to receive, for each BPY AO LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such BPY AO LTIP Unit had it been converted into a number of Series K Preferred FV LTIP Units (or fraction of a Series K Preferred FV LTIP Unit, as applicable under the terms of such BPY AO LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.;
Appears in 1 contract
Samples: Limited Partnership Agreement
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable In addition to, and not in limitation of, the provisions of Delaware lawSection 9.A above (and notwithstanding anything appearing to be contrary in the Agreement), if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote consent of Holders the holders of more than 50% sixty-six and two-thirds percent (66 2/3%) of the then outstanding LTIP Units affected therebyUnits, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, amend the rights, powers or privileges of such the LTIP Units, ; but subject in any event to the following exceptionsprovisions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, would similarly alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Class A Units; (ii) a with respect to the occurrence of any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of so long as the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receivebe exchanged for, or an LTIP Unit Limited Partner will have the right to elect to receive, receive for each LTIP Unit Unit, an amount of cash, securities, or other property equal to the greatest amount of cash, securities securities, or other property that would be paid to a holder of one Class A Unit in respect consideration of such LTIP one Class A Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Unitstransaction, (x) are all converted into Class A Units immediately prior to the effectiveness of the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; unchanged or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Class A Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (w), (y) or (z) above is applicable), then the consent required pursuant to this section will be the consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Class A Units or of any class of series of common or preferred units of the Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respectwith respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the Holders holders of Series K Preferred Class A Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Class A Units; and LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.”
12. Except as otherwise consented to by the Limited Partners in accordance with the terms of the Agreement, the amendments set forth herein shall only apply with respect to LTIP Units issued on or after the date hereof. The Agreement and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Agreement and this Amendment (including attachments hereto) were contained in one document. Any provisions of the Agreement not amended by this Amendment shall remain in full force and effect as provided in the Agreement immediately prior to the date hereof.
Appears in 1 contract
Samples: Fourth Amended and Restated Agreement of Limited Partnership (Gramercy Property Trust)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware Illinois law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.151.12. The General Partner Manager and/or the Partnership Company shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; (ii) a merger, consolidation or other business combination or reorganization of the PartnershipCompany, the General PartnerManager, the Public REIT Pubco or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Common Units (or fraction of a Series K Preferred Common Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership Company is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Membership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) is authorized by the Holders holders of Series K Preferred Common Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership Company of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cresco Labs Inc.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable In addition to, and not in limitation of, the provisions of Delaware lawSection 9.A above (and notwithstanding anything appearing to be contrary in the Agreement), if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote consent of Holders the holders of more than 50% sixty-six and two-thirds percent (66 2/3%) of the then outstanding LTIP Units affected therebyUnits, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, amend the rights, powers or privileges of such the LTIP Units, ; but subject in any event to the following exceptionsprovisions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, would similarly alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Class A Units; (ii) a with respect to the occurrence of any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of so long as the LTIP Units so long as either: either (wx) the LTIP Units that are then eligible for conversion are all converted into Series K Preferred Class A Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; unchanged or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Class A Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this section will be the consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Class A Units or of any class of series of common or preferred units of the Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respectwith respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the Holders holders of Series K Preferred Class A Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Class A Units; and LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.. The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in GPT Operating Partnership LP (the “Partnership”) set forth below into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder:________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: _____________________________________ Conversion Date:____________________________________________ _____________________________________ (Signature of Holder: Sign Exact Name as Registered with Partnership) _____________________________________ (Xxxxxx Xxxxxxx) ______________________ ____________________ _______________ (City) (State) (Zip Code) Signature Guaranteed by: GPT Operating Partnership LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder: _____________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted:_____________________________________ Conversion Date:_____________________________________
Appears in 1 contract
Samples: Limited Partnership Agreement (Gramercy Property Trust)
Special Approval Rights. Holders (i) For so long as any shares of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware lawSeries A Preferred Stock remain issued and outstanding, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership Corporation shall not, without the affirmative vote of Holders of more than 50% written consent or approval of the holders of record representing 75% or more of the shares of Series A Preferred Stock then outstanding LTIP Units affected therebyoutstanding, voting as a single class to the exclusion of all other classes of the Corporation’s capital stock (such consent or approval to be given by written consent in person lieu of a meeting if allowable under the Corporation’s Certificate of Incorporation or by proxy, either in writing or vote at a meeting called for such purpose for which notice shall have been given to the holders of the Series A Preferred Stock): (voting separately as a class), take A) enter into any action agreement that would materially and restrict the Corporation’s ability to perform under the Securities Purchase Agreement; (B) amend its Certificate of Incorporation (including this resolution) or Bylaws in any way that could adversely alteraffect, change, modify alter or amend, whether by merger, consolidation or otherwise, change the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent preferences of the Holders of LTIP Units will be required if and to the extent Series A Preferred Stock; (C) engage in any transaction that any such alteration, change, modification would impair or amendment would, in a ratable and proportional manner, alter, change, modify or amend reduce the rights, powers or privileges preferences of the Series K A Preferred UnitsStock as a class; (D) complete any Change of Control Transaction (provided that if less than 400,000 shares of the Series A Preferred Stock are then outstanding (as adjusted for stock splits, stock combinations, recapitalizations and the like) and the then holders of Series A Preferred Stock refused to consent to such Change of Control Transaction pursuant to this Section 6(e)(i), the Corporation may, at its option, redeem all, but not less than all, of such Series A Preferred Stock in connection with the completion of such Change of Control Transaction at a redemption price per share equal to the Liquidation Amount, in accordance with the procedures set forth in Sections 5(c)-(e) above; but provided further, that any such redemption shall be made subject to, and expressly conditioned upon, the consummation of the proposed Change of Control Transaction; or (E) change the authorized number of directors of the Board of Directors of the Corporation, except pursuant to Section 6(f).
(ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units For so long as either: at least 800,000 shares of Series A Preferred Stock remain issued and outstanding (w) as adjusted for stock splits, stock combinations, recapitalizations and the LTIP Units that are like), the Corporation shall not, without the affirmative written consent or approval of the holders of record of shares representing 66-2/3% of the shares of Series A Preferred Stock then eligible for conversion are converted into Series K Preferred Units immediately prior outstanding, voting as a single class to the effectiveness exclusion of all other classes of the transaction; Corporation’s capital stock (such consent or approval to be given by written consent in lieu of a meeting if allowable under the Corporation’s Certificate of Incorporation or by vote at a meeting called for such purpose for which notice shall have been given to the holders of the Series A Preferred Stock): (A) authorize or issue any Senior Stock or Parity Stock or any securities convertible, exercisable or exchangeable into such securities, other than (x) Series A Preferred Stock issued upon exercise of the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal Series A Preferred Stock Warrants issued pursuant to the amount of cashSecurities Purchase Agreement, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) Series A Preferred Stock issued to the LTIP Units remain outstanding Additional Purchasers (as defined in the Securities Purchase Agreement), if any, or issued upon exercise of the Series A Preferred Stock Warrants issued to the Additional Purchasers, if any, in compliance with their terms materially unchanged; Section 2.3 of the Securities Purchase Agreement, or (z) if Series A Preferred Stock issued as payment in kind of any accrued but unpaid dividends on the Partnership is not the surviving entity in such transactionSeries A Preferred Stock; (B) authorize or issue any options, the LTIP Units are exchanged for a security rights or warrants to purchase capital stock of the surviving entity with terms that are materially the same with respect to rights to allocationsCorporation, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior other than Series A Preferred Stock Warrants issued to the LTIP Units Additional Purchasers, if any, in any respect), which either (x) does not require the consent compliance with Section 2.3 of the Holders of Series K Preferred Units Securities Purchase Agreement, or (y) is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify enter into any agreement or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units amendment with respect to any holder outstanding options, rights or holders thereof shall not be deemed warrants to materially and adversely alter, change, modify or amend the rights, powers or privileges purchase capital stock of the LTIP Units Corporation that reduces or that has the effect of reducing the per share exercise price for any such options, rights or warrants; (C) authorize or issue any debt securities of the Corporation or any of its subsidiaries, other than debt under the existing revolving lines of credit in effect as of the date of this resolution or the replacement thereof on substantially similar terms, and any additional debt up to $1,000,000 in the aggregate issued or incurred in the ordinary course of business (excluding trade payables incurred in the ordinary course of business); (D) purchase, redeem, or otherwise acquire any of the Corporation’s capital stock, other than the redemption of the Series A Preferred Stock pursuant to Section 5 or Section 6(e)(i)(D) hereof; (E) enter into an acquisition, sale, merger, joint venture, consolidation or reorganization involving the Corporation or any of its subsidiaries; (F) sell or lease assets of the Corporation or any of its subsidiaries, except in the ordinary course of business; (G) declare or pay any cash dividends or make any distributions on any of its capital stock, other than on the Series A Preferred Stock; (H) authorize the payment or pay to any individual employee of the Corporation of cash compensation in excess of $500,000 per annum; or (I) enter into any transaction (or series of transactions), including loans, with any employee, officer or director of the Corporation or to or with his, her or its affiliates or family members (other than with respect to other holders. The foregoing payment of compensation to actual full-time employees in the ordinary course of business) involving $50,000 or more per year individually or $250,000 or more per year in the aggregate.
(iii) For so long as at least 1,200,000 shares of Series A Preferred Stock remain issued and outstanding (as adjusted for stock splits, stock combinations, recapitalizations and the like), the Corporation shall not, without the affirmative written consent or approval of the holders representing 66-2/3% of the shares of Series A Preferred Stock then outstanding, voting provisions will not apply if, as of or prior a single class to the time when exclusion of all other classes of the action Corporation’s capital stock (such consent or approval to be given by written consent in lieu of a meeting if allowable under the Corporation’s Certificate of Incorporation or by vote at a meeting called for such purpose for which notice shall have been given to the holders of the Series A Preferred Stock): (A) terminate or newly appoint the chief executive officer or president of the Corporation; (B) approve any annual capital expense budget if such budget provides for annual capital expenditures by the Corporation and its subsidiaries in excess of $1,000,000 in the aggregate in any year; or (C) approve the incurrence of any single capital expenditure (or series of related capital expenditures) in excess of $500,000; provided, however, the Corporation may make any reasonable emergency capital expenditure that the Board of Directors determines is necessary to maintain the operations of the Corporation as a result of a catastrophic event. Notwithstanding any other provision in this resolution, (I) upon the consent or approval of holders of record of shares representing at least 75% of the shares of Series A Preferred Stock then outstanding, voting as a single class, with respect to which Section 6(e)(i) and at least 66 2/3% of the shares of Series A Preferred Stock then outstanding, voting as a single class, with respect to Sections 6(e)(ii) and 6(e)(iii), and (II) with such vote would otherwise other votes or consents as may be required will be taken by Delaware law, the rules and regulations of the Securities and Exchange Commission, the regulations of the American Stock Exchange or be effectiveother securities exchange applicable to the Corporation or pursuant to the Corporation’s Certificate of Incorporation, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for the Corporation may take any such redemption and/or conversion to occur as of or prior to such timeaction referenced in this Section 6(e).
Appears in 1 contract
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.151.17. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units (both vested and unvested) affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; ;
(ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT Company or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units Units, so long as either: either (w) the LTIP Units that are then eligible for conversion (or that the General Partner provides will be eligible for conversion in connection with the merger, consolidation or other business combination or reorganization) are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Common Units (or fraction of a Series K Preferred Common Unit), as applicable under the terms of such LTIP Units) immediately prior to the transactionapplicable, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; , or (z) if the Partnership is not the surviving entity in such transactionthe merger, consolidation or other business combination or reorganization, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; ;
(iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Units Common Units, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and and
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of LTIP Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing voting provisions special approval rights will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Special Approval Rights. Holders holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.151.13. The General Partner Manager and/or the Partnership Company shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; (ii) a merger, consolidation or other business combination or reorganization of the PartnershipCompany, the General PartnerManager, the Public REIT Pubco or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Common Units (or fraction of a Series K Preferred Common Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership Company is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.;
Appears in 1 contract
Samples: Limited Liability Company Agreement
Special Approval Rights. Holders Except as provided in Section 1.12 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.151.13. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.12 above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units Units) in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Common Units and LTIP Units voting together as a single class pursuant to Section 1.12 above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Hertz Group Realty Trust, Inc.)
Special Approval Rights. Holders Except as provided in Section 9.A. above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 9.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; Common Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as provided in Sections 6.3, 7.1, 10.1(b), Article XII of the Agreement, or otherwise as expressly provided for in the Agreement, in accordance with Section 9.A above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; , provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion;
(iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respectwith respect to payment of distributions, right of redemptions and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Common Units and LTIP Units voting together as a single class pursuant to Section 9.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and and
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.. The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in The Macerich Partnership, L.P. (the "Partnership") set forth below into Common Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: Conversion Date: (Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address)
Appears in 1 contract
Special Approval Rights. Holders Except as provided in Section 9.A above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 9.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; Class A Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as provided in Section 14.1 of the Agreement in accordance with Section 9.A above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of so long as the LTIP Units so long as either: either (wx) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Class A Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation and with the terms of the Class A Units or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to such other securities into which the LTIP Units in any respect(or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), which either (x) does not require the consent of the Holders of Series K Preferred Units such merger, consolidation or (y) is authorized by the Holders of Series K Preferred Units other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; , provided further, that if some, but not all, of the LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion and Class A Units outstanding voting together as a single class pursuant to Section 9.A above;
(iii) any creation or issuance of any Class A Units or of any class of series of Common Partnership Units or Preference Units of the Partnership (whether ranking junior to, on a parity with or senior to the LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Class A Units or (y) does require such consent and is authorized by a vote of the holders of Class A Units and LTIP Units voting together as a single class pursuant to Section 9.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units;
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time; and
(v) the General Partner shall have the power, without the consent of holders of LTIP Units, to amend the Agreement as may be required to reflect any change to the Agreement not otherwise specifically permitted by this Section 9.B that the General Partner deems necessary or appropriate in its sole discretion, provided that such change does not adversely affect or eliminate any right granted to holders of LTIP Units requiring their approval.
Appears in 1 contract
Samples: Second Amended and Restated Agreement of Limited Partnership (Vornado Realty Lp)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.154.02(c)(xvi). The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units (both vested and unvested) affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i:
1) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alterationalternation, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; (ii;
2) a A merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT Partner or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units Units, so long as either: either (w) the LTIP Units that are then eligible for conversion (or that the General Partner provides will be eligible for conversion in connection with the merger, consolidation or other business combination or reorganization) are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Common Units (or a fraction of a Series K Preferred Unitthereof, as applicable applicable, under the terms provided by the terms of such a specific series of LTIP Units) immediately prior to Units as approved by the transactionGeneral Partner), but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; , or (z) if the Partnership is not the surviving entity in such transactionthe merger, consolidation or other business combination or reorganization, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii;
3) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Units Common Units, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv4) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of LTIP Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing voting provisions special approval rights will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Partnership Agreement (CatchMark Timber Trust, Inc.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable In addition to, and not in limitation of, the provisions of Delaware lawSection 9.A above (and notwithstanding anything appearing to be contrary in the Agreement), if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote consent of Holders the holders of more than 50% sixty-six and two-thirds percent (66 2/3%) of the then outstanding LTIP Units affected therebyUnits, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, amend the rights, powers or privileges of such the LTIP Units, ; but subject in any event to the following exceptionsprovisions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, would similarly alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Class A Units; (ii) a with respect to the occurrence of any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of so long as the LTIP Units so long as either: either (wx) the LTIP Units that are then eligible for conversion are all converted into Series K Preferred Class A Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; unchanged or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Class A Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this section will be the consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Class A Units or of any class of series of common or preferred units of the Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respectwith respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the Holders holders of Series K Preferred Class A Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Class A Units; and LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.. The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in GPT Property Trust LP (the “Partnership”) set forth below into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder:___________________________________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: __________________________________________________ Conversion Date:___________________________________________________________________ _________________________________________________________________________________ (Signature of Holder: Sign Exact Name as Registered with Partnership) _________________________________________________________________________________ (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: GPT Property Trust LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder:_____________________________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: ___________________________________________ Conversion Date:____________________________________________________________
Appears in 1 contract
Samples: Agreement of Limited Partnership (Gramercy Property Trust Inc.)
Special Approval Rights. 15.1 Holders of LTIP Units shall only (ai) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (bii) have the limited additional voting rights that are expressly set forth in this Section 1.1515 of this Designation. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units (both vested (but not yet converted) and unvested) affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) :
15.1.1 no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; (ii) ;
15.1.2 a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT Partner or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units Units, so long as either: either (wi) the LTIP Units that are then eligible for conversion (or that the General Partner provides will be eligible for conversion in connection with the merger, consolidation or other business combination or reorganization) are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (xii) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Common Units (or a fraction of a Series K Preferred Unitthereof, as applicable applicable, under the terms provided by the terms of such a specific series of LTIP Units) immediately prior to Units as approved by the transactionGeneral Partner), but only if it was eligible to be so converted; (yiii) the LTIP Units remain outstanding with their terms materially unchanged; unchanged or (ziv) if the Partnership is not the surviving entity in such transactionthe merger, consolidation or other business combination or reorganization, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) .
15.1.3 any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (xi) does not require the consent of the Holders of Series K Preferred Units a Majority Vote or (yii) does require such consent and is authorized by a Majority Vote, together with any other class or series of units of Limited Partner Interest in the Holders of Series K Preferred Units Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) and
15.1.4 any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of LTIP Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise.
15.2 Notwithstanding the above, (i) if the holders of more than 50% of the then outstanding LTIP Units (both vested (but not yet converted) and unvested) do not provide affirmative votes pursuant to Section 15.1 of this Designation for the action requested or (ii) if the requirements of Section 15.1.1 through 15.1.4 of this Designation cannot be met on a commercially reasonable basis, the Partnership shall have the option to purchase the LTIP Units that are not entitled to be exchanged for the Cash Amount.
15.3 Any special approval rights provided in this Section 15 of this Designation will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemedexchanged, or provision is made for such redemption exchange and/or conversion to occur as of or prior to such time, or all outstanding LTIP Units have been repurchased pursuant to Section 15.2 of this Designation.
Appears in 1 contract
Samples: Limited Partnership Agreement (Cottonwood Communities, Inc.)
Special Approval Rights. Holders Except as provided in Section 9.A. above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 9.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; OP Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as provided for in the Agreement, in accordance with Section 9.A above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred OP Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one OP Unit in respect consideration of such LTIP one OP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the OP Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; , provided further, that if some, but not all, of the LTIP Units are converted into OP Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion;
(iii) any creation or issuance of Partnership Units Interests (whether ranking junior to, on a parity with or senior to the LTIP Units in any respectwith respect to payment of distributions, rights of exchange and redemption and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the Holders holders of Series K Preferred OP Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred OP Units and LTIP Units voting together as a single class pursuant to Section 9.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and and
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.. The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in Acadia Realty Limited Partnership (the “Partnership”) set forth below into OP Units in accordance with the terms of the Amended and Restated Limited Partnership Agreement of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder: Number of LTIP Units to be Converted: Conversion Date:
Appears in 1 contract
Special Approval Rights. Holders Except as provided in Section 9.A. above, holders of LTIP Units shall only have (ai) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (bii) have the limited additional voting rights that are expressly set forth in this Section 1.15. 9.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(ia) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; OP Units (iiin which event the holders of LTIP Units shall only have such voting rights, if any, as provided for in the Agreement, in accordance with Section 9.A above);
(b) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred OP Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one OP Unit in respect consideration of such LTIP one OP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the OP Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; , provided further, that if some, but not all, of the LTIP Units are converted into OP Units immediately prior to the effectiveness of the transaction (iiiand neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion;
(c) any creation or issuance of Partnership Units Interests (whether ranking junior to, on a parity with or senior to the LTIP Units in any respectwith respect to payment of distributions, rights of exchange and redemption and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the Holders holders of Series K Preferred OP Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred OP Units and LTIP Units voting together as a single class pursuant to Section 9.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and and
(ivd) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Partnership Agreement (Acadia Realty Trust)
Special Approval Rights. Holders of LTIP Formation Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 8.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Formation Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Formation Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Formation Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Partnership Units (in which event the holders of Formation Units shall only have such voting rights, if any, as provided in Section 14.1 of the Agreement in accordance with Section 8.A above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: the Formation Units either (wx) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Partnership Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; Formation Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation or issuance and with the terms of the Common Partnership Units or such other securities into which the Formation Units (whether ranking junior toor the substitute security therefor) are convertible materially the same with respect to rights to allocations, on a parity with or senior to the LTIP Units in any respectdistributions, redemption, conversion and voting), which either (x) does not require the consent of the Holders of Series K Preferred Units such merger, consolidation or (y) is authorized by the Holders of Series K Preferred Units other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the Formation Units, provided further, that if some, but not all, of the Formation Units are converted into Common Partnership Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the Formation Units to be outstanding following such conversion, Vested LTIP UnitsUnits and Common Partnership Units outstanding voting together as a single class pursuant to Section 8.A above; and (iviii) any waiver by creation or issuance of any Common Partnership Units or of any class of series of Common Partnership Units or Preference Units of the Partnership of restrictions (whether ranking junior to, on a parity with or limitations applicable senior to any outstanding LTIP the Formation Units or with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Partnership Units or (y) does require such consent and is authorized by a vote of the holders of Common Partnership Units, Vested LTIP Units and Formation Units voting together as a single class pursuant to Section 8.A above, together with any holder other class or holders thereof series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.Formation Units;
Appears in 1 contract
Samples: Limited Partnership Agreement (JBG SMITH Properties)
Special Approval Rights. Holders of LTIP So long as any OPP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware lawremain outstanding, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders of more than 50% the Partners who hold at least a majority of the then OPP Units outstanding LTIP Units affected therebyat the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alteramend, change, modify alter or amendrepeal, whether by merger, consolidation or otherwise, the provisions of the Partnership Agreement applicable to OPP Units so as to materially and adversely affect any right, privilege or voting power of the OPP Units or the Partners who hold OPP Units as such, unless such amendment, alteration or repeal affects equally, ratably and proportionately the rights, privileges and powers or privileges of such the holders of LTIP Units; but subject, subject in any case, to the following exceptions: provisions:
(i) no separate consent of Any difference in effect between the Holders LTIP Units and the OPP Units that is required or reasonably desirable to implement the difference in the distribution rights with respect to LTIP Units and OPP Units shall not be deemed to have an effect that is not equal, ratable or proportionate to the effect on the holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; ;
(ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest, whether ranking senior to, junior to, or on a mergerparity with the OPP Units with respect to distributions and the distribution of assets upon liquidation, consolidation dissolution or other business combination winding up shall not be deemed to have an effect that is not equal, ratable or reorganization proportionate to the effect on the holders of LTIP Units; and
(iii) any waiver by the Partnership, the General Partner, the Public REIT Partnership of restrictions or limitations applicable to any of their Affiliates outstanding LTIP Units or OPP Units with respect to any Unitholder or Unitholders shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP OPP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.Unitholders
Appears in 1 contract
Samples: Agreement of Limited Partnership (Northstar Realty)
Special Approval Rights. Holders Except as provided in Section 9.A above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 9.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; Common Partnership Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as provided in Section 14.1 of the Agreement in accordance with Section 9.A above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of so long as the LTIP Units so long as either: either (wx) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Partnership Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation or issuance and with the terms of the Common Partnership Units (whether ranking junior to, on a parity with or senior to such other securities into which the LTIP Units in any respect(or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), which either (x) does not require the consent of the Holders of Series K Preferred Units such merger, consolidation or (y) is authorized by the Holders of Series K Preferred Units other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall , provided further, that if some, but not be deemed to materially and adversely alterall, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or are converted into Common Partnership Units immediately prior to the time when effectiveness of the action with respect transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to which such vote would otherwise be required this Section will be taken or be effective, all outstanding the consent of the holders of more than 50% of the LTIP Units shall have been converted and/or redeemed, or provision is made for to be outstanding following such redemption and/or conversion and Common Partnership Units outstanding voting together as a single class pursuant to occur as of or prior to such time.Section 9.A above;
Appears in 1 contract
Samples: Limited Partnership Agreement (JBG SMITH Properties)
Special Approval Rights. Holders of LTIP So long as any 2011 OPP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware lawremain outstanding, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership Company shall not, without the affirmative vote of Holders of more than 50% the Non-Managing Members who hold at least two-thirds of the then 2011 OPP Units outstanding LTIP Units affected therebyat the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alteramend, change, modify alter or amendrepeal, whether by merger, consolidation or otherwise, the provisions of the Agreement applicable to 2011 OPP Units so as to materially and adversely affect any right, privilege or voting power of the 2011 OPP Units or the Non-Managing Members who hold 2011 OPP Units as such, unless such amendment, alteration or repeal affects equally, ratably and proportionately the rights, privileges and powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders of LTIP Units will be required if and Units; but subject, in any case, to the extent following provisions:
(i) Any difference in effect between the LTIP Units and the 2011 OPP Units that any such alterationis required or reasonably desirable to implement the difference in the distribution or redemption rights with respect to LTIP Units and 2011 OPP Units shall not be deemed to have an effect that is not equal, change, modification ratable or amendment would, in a ratable and proportional manner, alter, change, modify or amend proportionate to the rights, powers or privileges effect on the Holders of the Series K Preferred LTIP Units; ;
(ii) Any creation or issuance of any Membership Units or of any class or series of Membership Interest, whether ranking senior to, junior to, or on a mergerparity with the 2011 OPP Units with respect to distributions and the distribution of assets upon liquidation, consolidation dissolution or other business combination winding up shall not be deemed to have an effect that is not equal, ratable or reorganization proportionate to the effect on the Holders of LTIP Units; and
(iii) any waiver by the Partnership, the General Partner, the Public REIT Company of restrictions or limitations applicable to any outstanding LTIP Units or 2011 OPP Units with respect to any LTIP Unitholder or Unitholders or Holders of their Affiliates 2011 OPP Unit shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP 2011 OPP Units with respect to other holders. The foregoing voting provisions will not apply if, as of Unitholders or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such timeHolders.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Morgans Hotel Group Co.)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable In addition to, and not in limitation of, the provisions of Delaware lawSection 10(a) above (and notwithstanding anything appearing to be contrary in the Partnership Agreement), if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner Company and/or the Partnership shall not, without the affirmative vote consent of Holders the holders of more than 50% sixty-six and two-thirds percent (66 2/3%) of the then outstanding 2005 LTIP Units affected therebyUnits, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, amend the rights, powers or privileges of such the 2005 LTIP Units, ; but subject in any event to the following exceptionsprovisions: (i) no separate consent of the Holders holders of 2005 LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, would similarly alter, change, modify or amend the rights, powers or Exh. I-7 privileges of the Series K Preferred Common Units; (ii) a with respect to the occurrence of any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the 2005 LTIP Units remain outstanding with their the terms thereof materially unchanged; or (z) unchanged or, if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the 2005 LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation and with the terms of the Common Units or issuance of Partnership such other securities into which the 2005 LTIP Units (whether ranking junior toor the substitute security therefor) are convertible materially the same with respect to rights to allocations, on a parity with or senior to the LTIP Units in any respectdistributions, redemption, conversion and voting), which either (x) does not require the consent occurrence of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2005 LTIP Units; (iii) any creation or issuance of any Common Units or of any class of series of common or preferred units of the Partnership (whether ranking junior to, on a parity with or senior to the 2005 LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Units or (y) does require such consent and is authorized by a vote of the holders of Common Units; and 2005 LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2005 LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding 2005 LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2005 LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding 2005 LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.. Exh. I-8 Schedule A ---------- Name and Address Number of 2005 LTIP Units ---------------- ------------------------- Xxxxx X. Xxxxxxx 200,000 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxx 25,000 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxx X. Xxxxxxx 6,500 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxxxx Xxxxxxxxxxx 15,000 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 X.X. Xxxx 6,500 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxxx 2,600 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxx Xxxxxxx 10,000 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxxx 6,500 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Sch. A Exhibit A NOTICE OF ELECTION BY PARTNER TO CONVERT 2005 LTIP UNITS INTO COMMON UNITS
Appears in 1 contract
Special Approval Rights. Holders Except as provided in Section 9.A. of Exhibit C above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 9.B of Exhibit C. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; Common Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as provided in Section 7.1(c), Article 11 of the Agreement, or otherwise as expressly provided for in the Agreement, in accordance with Section 9.A of Exhibit C above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; , provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section of Exhibit C will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion;
(iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respectwith respect to payment of distributions, the Exchange Right and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Common Units and LTIP Units voting together as a single class pursuant to Section 9.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and and
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Partnership Agreement (DCT Industrial Trust Inc.)
Special Approval Rights. Holders Except as provided in Section 1.12 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.151.13. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsPartnership Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.12 above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Partnership Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Partnership Unit in respect consideration of such LTIP one Partnership Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Partnership Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Partnership Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of Partnership Units Interests (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Partnership Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Partnership Units and LTIP Units voting together as a single class pursuant to Section 1.12 above, together with any other class or series of units of Partnership Interests upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Partnership Agreement (First Industrial Lp)
Special Approval Rights. Holders of BPY AO LTIP Units Unitholders shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware lawthe Laws of Bermuda, if any, and (b) have the limited voting rights expressly set forth in this Section 1.159. The Managing General Partner and/or the Partnership shall not, without the affirmative vote of Holders BPY AO LTIP Unitholders of more than 50% of the then outstanding BPY AO LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such BPY AO LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders of BPY AO LTIP Units Unitholders will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred FV LTIP Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, the Managing General Partner, the Public REIT BPY or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the BPY AO LTIP Units so long as either: (w) the BPY AO LTIP Units that are then eligible for conversion are converted into Series K Preferred FV LTIP Units immediately prior to the effectiveness of the transaction; or (x) the Holders of BPY AO LTIP Units Unitholders either will receive, or will have the right to elect to receive, for each BPY AO LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such BPY AO LTIP Unit had it been converted into a number of Series K Preferred FV LTIP Units (or fraction of a Series K Preferred FV LTIP Unit, as applicable under the terms of such BPY AO LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the BPY AO LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the BPY AO LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the BPY AO LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the BPY AO LTIP Units in any respect), which either (x) does not require the consent of the Holders of Series K Preferred Units FV LTIP Unitholders or (y) is authorized by the Holders of Series K Preferred Units FV LTIP Unitholders shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the BPY AO LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding BPY AO LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the BPY AO LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding BPY AO LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brookfield Property Partners L.P.)
Special Approval Rights. Holders holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.151.13. The General Partner Manager and/or the Partnership Company shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Common Units; (ii) a merger, consolidation or other business combination or reorganization of the PartnershipCompany, the General PartnerManager, the Public REIT Pubco or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Common Units (or fraction of a Series K Preferred Common Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership Company is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Membership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) is authorized by the Holders holders of Series K Preferred Common Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership Company of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Liability Company Agreement (MedMen Enterprises, Inc.)
Special Approval Rights. Holders Except as provided in Section 9.A above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 9.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; Partnership Common Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as provided in Section 14.1 of the Agreement in accordance with Section 9.A above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of so long as the LTIP Units so long as either: either (wx) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Partnership Common Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation and with the terms of the Partnership Common Units or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to such other securities into which the LTIP Units in any respect(or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), which either (x) does not require the consent of the Holders of Series K Preferred Units such merger, consolidation or (y) is authorized by the Holders of Series K Preferred Units other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; , provided further, that if some, but not all, of the LTIP Units are converted into Partnership Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion and Partnership Common Units outstanding voting together as a single class pursuant to Section 9.A above;
(iii) any creation or issuance of any Partnership Common Units or of any class of series of Common Partnership Units or Preference Units of the Partnership (whether ranking junior to, on a parity with or senior to the LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Partnership Common Units or (y) does require such consent and is authorized by a vote of the holders of Partnership Common Units and LTIP Units voting together as a single class pursuant to Section 9.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units;
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders; and
(v) the General Partner shall have the power, without the consent of holders of LTIP Units, to amend the Agreement as may be required to reflect any change to the Agreement not otherwise specifically permitted by this Section 9.B that the General Partner deems necessary or appropriate in its sole discretion, provided that such change does not adversely affect or eliminate any right granted to holders of LTIP Units requiring their approval. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Special Approval Rights. Holders Except as provided in Section 9.A above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 9.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; Common Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as provided in the Agreement in accordance with Section 9.A above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of so long as the LTIP Units so long as either: either (wx) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemptionexchange, conversion and voting as the LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation and with the terms of the Common Units or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to such other securities into which the LTIP Units in any respect(or the substitute security therefor)), which either (x) does not require the consent of the Holders of Series K Preferred Units such merger, consolidation or (y) is authorized by the Holders of Series K Preferred Units other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; , provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion and Common Units outstanding following such conversion, as applicable, voting together as a single class pursuant to Section 9.A above;
(iii) any creation or issuance of any Common Units or of any class of series of Common Units or Preferred Units of the Partnership (whether ranking junior to, on a parity with or senior to the LTIP Units with respect to payment of distributions, exchange rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Units or (y) does require such consent and is authorized by a vote of the holders of Common Units and LTIP Units voting together as a single class pursuant to Section 9.A above, together with any other class or series of Partnership Units upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units;
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemedexchanged, or provision is made for such redemption exchange and/or conversion to occur as of or prior to such time; and
(v) the General Partner shall have the power, without the consent of holders of LTIP Units, to amend the Agreement as may be required to reflect any change to the Agreement not otherwise specifically permitted by this Section 9.B that the General Partner deems necessary or appropriate in its sole discretion, provided that such change does not adversely affect or eliminate any right granted to holders of LTIP Units requiring their approval.
Appears in 1 contract
Samples: Limited Partnership Agreement (Peakstone Realty Trust)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting Notwithstanding anything in the Certificate of Incorporation to the contrary, the following actions by the Company shall require the prior written consent of Wallxx xxx the Whitney Funds:
(1) Engaging in any business other than the business in which the Company or its Subsidiaries are currently engaged;
(2) Any amendment, restatement or modification of the Certificate of Incorporation which adversely affects the rights required from time of the holders of the Series B Preferred Stock;
(3) The entering into of any agreement with, or the making of any payments (other than as provided in the Certificate of Incorporation) to, any holder of Series A Preferred Stock with respect to time its Series A Preferred Stock (including, without limitation, the redemption (other than as provided in the Certificate of Incorporation), repurchase or other acquisition by non-waivable provisions the Company of Delaware lawSeries A Preferred Stock), if anythe effect of which would be to advantage such holder to the detriment of the holders of the Series B Preferred Stock;
(4) A voluntary liquidation or dissolution of the Company; or
(5) The filing by the Company of a petition under bankruptcy or other insolvency laws, and or the admission in writing that the Company is bankrupt, insolvent or generally unable to pay its debts as they become due.
(b) have The respective rights of each of the limited voting rights expressly set forth in Whitney Funds, on the one hand, and Wallxx, xx the other hand, under this Section 1.15. The General Partner and/or the Partnership 8 shall not, without the affirmative vote of Holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldsurvive, in a ratable and proportional mannereach case, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units for so long as either: the Whitney Funds, collectively, or Wallxx, xx the case may be, shall beneficially own an aggregate number of shares of Series A Preferred Stock and Series B Preferred Stock that in the aggregate is convertible into at least five percent (w5%) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Units immediately prior to the effectiveness of the transaction; or (x) aggregate number of shares of Common Stock into which the Holders shares of LTIP Units either will receiveSeries A Preferred Stock and Series B Preferred Stock beneficially owned by the Whitney Funds, collectively, or will have Wallxx, xx the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unitcase may be, as applicable under at the terms of latest Closing Date (as defined in the Series B Purchase Agreement) that occurred were convertible as at such LTIP Units) immediately prior to the transactionClosing Date (after appropriate adjustment for dividends, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; subdivisions, combinations or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respectreclassifications), which either (x) does not require the consent of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Special Approval Rights. Holders Except as provided in Section 1.15 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.151.16. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.15 above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation and with the terms of the Common Units or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to such other securities into which the LTIP Units in any respect), which either (xor the substitute security therefor) does not require are convertible materially the consent of the Holders of Series K Preferred Units or (y) is authorized by the Holders of Series K Preferred Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units same with respect to any holder or holders thereof shall not be deemed rights to materially allocations, distributions, redemption, conversion and adversely altervoting), changesuch merger, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.consolidation or
Appears in 1 contract
Samples: Limited Partnership Agreement (Medical Properties Trust Inc)
Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Class A Convertible Common Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Class A Convertible Common Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Class A Convertible Common Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; Common Units provided that any such alteration, change, modification or amendment does not affect the provisions of Sections 1.6, 1.7, 1.8, 1.9 and 1.10 hereof, and Section 5.1(iii) of the Partnership Agreement as it relates to distributions on the Class A Convertible Common Units and the Common Units or the rights, powers or privileges of holders of Class A Convertible Common Units thereunder;
(ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT Company or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units Class A Convertible Common Units, so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Units immediately prior to the effectiveness of the transaction; or either (x) in connection with any Cash Capital Transaction, the Holders holders of LTIP Class A Convertible Common Units either will receive, or will have the right to elect to receive, for each LTIP Class A Convertible Common Unit an amount of cash, securities, cash or other property (other than securities in the surviving company of any such transaction of any Affiliate thereof) equal to the amount of cash, securities cash or other property (other than securities in the surviving company of any such transaction of any Affiliate thereof) that would be paid in respect of such LTIP Class A Convertible Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred UnitCommon Units, as applicable under the terms of such LTIP Units) immediately prior to the transactionapplicable, but only if it was eligible to be so converted; (y) the LTIP Class A Convertible Common Units remain outstanding with their terms materially unchanged; , or (z) if the Partnership is not the surviving entity in such transactionthe merger, consolidation or other business combination or reorganization, the LTIP Class A Convertible Common Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Class A Convertible Common Units; ;
(iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Class A Convertible Common Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Units Common Units, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Class A Convertible Common Units; and and
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Class A Convertible Common Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Class A Convertible Common Units with respect to other holders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including transfer restrictions) applicable to any outstanding Class A Convertible Common Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such Class A Convertible Common Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of Class A Convertible Common Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing voting provisions special approval rights will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Class A Convertible Common Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time, including pursuant to Section 1.14.
Appears in 1 contract
Special Approval Rights. Holders of LTIP Formation Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.15. 8.B. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Formation Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Formation Units, subject to the following exceptions: :
(i) no separate consent of the Holders holders of LTIP Formation Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; Common Partnership Units (in which event the holders of Formation Units shall only have such voting rights, if any, as provided in Section 14.1 of the Agreement in accordance with Section 8.A above);
(ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: the Formation Units either (wx) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Partnership Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; Formation Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (iii) any creation or issuance and with the terms of the Common Partnership Units or such other securities into which the Formation Units (whether ranking junior toor the substitute security therefor) are convertible materially the same with respect to rights to allocations, on a parity with or senior to the LTIP Units in any respectdistributions, redemption, conversion and voting), which either (x) does not require the consent of the Holders of Series K Preferred Units such merger, consolidation or (y) is authorized by the Holders of Series K Preferred Units other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the Formation Units, provided further, that if some, but not all, of the Formation Units are converted into Common Partnership Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the Formation Units to be outstanding following such conversion, Vested LTIP Units and Common Partnership Units outstanding voting together as a single class pursuant to Section 8.A above;
(iii) any creation or issuance of any Common Partnership Units or of any class of series of Common Partnership Units or Preference Units of the Partnership (whether ranking junior to, on a parity with or senior to the Formation Units or with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Partnership Units or (y) does require such consent and is authorized by a vote of the holders of Common Partnership Units; , Vested LTIP Units and Formation Units voting together as a single class pursuant to Section 8.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the Formation Units;
(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Formation Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Formation Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Formation Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time; and
(v) the General Partner shall have the power, without the consent of holders of Formation Units, to amend the Agreement as may be required to reflect any change to the Agreement not otherwise specifically permitted by this Section 8.B that the General Partner deems necessary or appropriate in its sole discretion, provided that such change does not adversely affect or eliminate any right granted to holders of Formation Units requiring their approval.
Appears in 1 contract
Samples: Limited Partnership Agreement (JBG SMITH Properties)
Special Approval Rights. Holders Except as provided in Section 1.12 above, holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware applicable law, if any, and (b) have the limited additional voting rights that are expressly set forth in this Section 1.151.13. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment wouldwould equally, in a ratable ratably and proportional manner, proportionately alter, change, modify or amend the rights, powers or privileges of the Series K Preferred UnitsCommon Units (in which event the holders of LTIP Units shall only have such voting rights, if any, as expressly provided for in the Agreement, in accordance with Section 1.12 above); (ii) a with respect to any merger, consolidation or other business combination or reorganization of the Partnershipreorganization, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: either (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Common Units immediately prior to the effectiveness of the transaction; or , (x) the Holders holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property that would be paid to a holder of one Common Unit in respect consideration of such LTIP one Common Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under pursuant to the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their the terms thereof materially unchanged; , or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders holders of Series K Preferred Common Units or (y) does require such consent and is authorized by a vote of the Holders holders of Series K Preferred Common Units and LTIP Units voting together as a single class pursuant to Section 1.13 above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.
Appears in 1 contract
Samples: Limited Partnership Agreement (Lamar Media Corp/De)
