Examples of GP Parent in a sentence
In connection with the foregoing, and without limiting the GP Parent’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the GP Parent intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the GP Parent inures to the benefit of all the Partners and not solely to the GP Parent.
The GP Parent or the General Partner may contribute additional capital to the Operating Partnership, from time to time, and receive additional Operating Partnership Interests in respect thereof, in the manner contemplated in this Section 4.3.
The GP Parent further agrees to use its commercially reasonable efforts to file the registration statement within 90 days of its receipt of the written request described above, and to maintain the effectiveness of such registration statement for a period of no more than two years.
Any such designation shall not apply to shares purchased after a Participant's death by the Participant's beneficiary or estate, as the case may be, pursuant to Section 11(b).
If the GP Parent shall list or maintain the listing of any REIT Shares on any securities exchange or national market system, it will at its expense and as necessary to permit the registration and sale of the Redemption Shares hereunder, list thereon, maintain and, when necessary, increase such listing to include such Redemption Shares.
Further, the GP Parent shall include in a registration statement all such Redemption Shares with respect to which the GP Parent has received written requests for inclusion therein (whether or not such Redemption Shares have been issued) within 15 days after the receipt of the GP Parent’s notice.
Notwithstanding the foregoing, the Limited Partners agree that the GP Parent may terminate its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation.
Moreover, if the GP Parent makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Operating Partnership to make a corresponding offer to the GP Parent to acquire an equal number of Operating Partnership Units held by the GP Parent.
In the event any REIT Shares are redeemed by the GP Parent pursuant to such offer, the Operating Partnership shall redeem an equivalent number of the GP Parent’s Operating Partnership Units for an equivalent purchase price based on the application of the Conversion Factor.
The GP Parent agrees to file with the Commission a registration statement covering the resale of the REIT Shares that may be issued upon redemption of such Operating Partnership Units pursuant to Section 8.5 hereof (“Redemption Shares”) if a Limited Partner or Limited Partners who together hold Redemption Shares having an aggregate value of at least $10 million (based on the then current price) request that the GP Parent register for resale such Redemption Shares.