SPECIAL MATTERS CONCERNING PREFERRED LIMITED PARTNER INTERESTS Sample Clauses

SPECIAL MATTERS CONCERNING PREFERRED LIMITED PARTNER INTERESTS. 10.1 Series A Preferred Designation of Class 30 10.2 Series A Preferred Distributions 30 10.3 Series A Preferred Exchange upon an Initial Public Offering 30 10.4 Series A Preferred Put Option 31 10.5 Series A Preferred Redemption 31 10.6 Series A Preferred Voting Rights 32 10.7 Series A Preferred Subordination 32 10.8 Series B Preferred Designation; Voting 32 10.9 Series B Preferred Distributions 32 10.10 Series B Preferred Exchange upon an Initial Public Offering 33 10.11 Series B Preferred Limited Partner Put Option 33 10.12 Series B Preferred Redemptions 34 ARTICLE 11 SPECIAL MATTERS CONCERNING THE MANAGEMENT RESTRICTED COMMON LIMITED PARTNER INTERESTS 11.1 Designation of Class 35 11.2 Time Vesting of the Management Restricted Common Limited Partner Interests 35 11.3 Termination and Transfer of the Management Restricted Common Limited Partner Interests and Class B Common Limited Partner Interests 37 11.4 Allocation and Transfer of Management Restricted Common Limited Partner Interests held by the General Partner 38 11.5 Voting Rights 38 11.6 Escrow of Distributions 39 ARTICLE 12 SPECIAL MATTERS CONCERNING THE COMMON LIMITED PARTNER INTERESTS 12.1 Initial Public Offering 39 12.2 Class B Common Limited Partner Call Option 40 ARTICLE 13 OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES 13.1 Partnership Expenses 40 ARTICLE 14 BOOKS AND RECORDS 14.1 Books of Account 41 14.2 Availability of Books of Account 41 14.3 Periodic Reporting 41 14.4 Bank Accounts 42 14.5 Tax Returns 42 14.6 Information 42 ARTICLE 15 AMENDMENTS; MEETINGS 15.1 Amendments 42 ARTICLE 16 CERTIFICATES OF INTEREST, RECORD HOLDERS AND DISPOSITION OF INTEREST BY LIMITED PARTNERS 16.1 Certificates of Partnership Interest 42 16.2 Registration, Registration of Disposition and Exchange 43 16.3 Mutilated, Destroyed, Lost or Stolen Certificates 43 16.4 Record Holder 43 16.5 Restriction on Dispositions 44 16.6 Permitted Dispositions of Limited Partner’s Partnership Interests 44 16.7 Right of First Refusal 44 16.8 Drag-Along and Tag-Along Rights 45 16.9 Prohibited Dispositions 47 16.10 Rights of Unadmitted Assignees 47 16.11 Admission of Limited Partners 47 16.12 Representations as to Securities Laws; Legend 48 16.13 Distributions and Allocations in Respect to Disposed Partnership Interests 48 16.14 Notice Rights 49 16.15 Reallocation and Waiver 49 16.16 Securities 49 ARTICLE 17 DISSOLUTION AND WINDING UP 17.1 Liquidating Events 50 17.2 Winding Up 50 17.3 Deemed Distribution and Recontribution 51 17.4 R...
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Related to SPECIAL MATTERS CONCERNING PREFERRED LIMITED PARTNER INTERESTS

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Fully Paid and Non-Assessable Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

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

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

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

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

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