Examples of Series G Limited Partner in a sentence
To the extent any such attempted exchange for Series G Preferred Shares would be in violation of the previous sentence, it shall be void ab initio and such Series G Limited Partner shall not acquire any rights or economic interest in the Series G Preferred Shares otherwise issuable upon such exchange.
Notwithstanding any provision of this Agreement to the contrary, no Series G Limited Partner shall be entitled to effect an exchange of Series G Preferred Units for Series G Preferred Shares to the extent that ownership or right to acquire such shares would cause the Partner or any other Person or, in the opinion of counsel selected by AMB, may cause the Partner or any other Person, to violate the restrictions on ownership and transfer of Series G Preferred Shares set forth in the REIT Charter.
Each Series G Limited Partner consents to the jurisdiction of any state or federal court of competent jurisdiction sitting in the State of Delaware to compel arbitration in accordance with the provisions of this Section 13.
Each Initial Series G Limited Partner by acquiring the Series G Preferred Units agrees to be subject and bound at all times to all of the terms and conditions of the Agreement, as now in effect, as amended hereby or as hereafter amended.
Pursuant to Articles IV and XII of the Agreement, each Initial Series G Limited Partner is hereby admitted to the Partnership as a Limited Partner, and the name of each Initial Series G Limited Partner is hereby recorded in the books and records of the Partnership, effective as of the closing date of the Xxxxxxx Merger.
Pursuant to Section 11.3 of the Agreement, the General Partner hereby consents to the pledge of the Series G Preferred Units by the Initial Series G Limited Partner pursuant to the Securities Account Agreement (the “Securities Account Agreement”), dated as of February 5, 1998, among Xxxxxxx Xxxxx International Bank Limited, Xxxxxxx Xxxxx Capital Services, Inc.
Each of the Partnership and each Initial Series G Limited Partner represent to the other that it is not aware of any facts or circumstances that would cause the restrictions on transfer set forth in Section 11.3 of the Agreement not to be satisfied.
Each Series G Limited Partner covenants and agrees with the General Partner that all Series G Preferred Units tendered to the General Partner in accordance with the exercise of Series G Rights herein provided shall be delivered to the General Partner free and clear of all liens, and should any liens exist or arise with respect to such Series G Preferred Units, the General Partner shall be under no obligation to acquire the same.
The General Partner hereby consents to the admission of each Initial Series G Limited Partner as a Limited Partner in the Partnership.
Each Series G Limited Partner further agrees that, in the event any state or local property transfer tax or sales tax is payable as a result of the transfer of its Series G Preferred Units to the General Partner (or its designee), such Series G Limited Partner shall assume and pay such transfer and/or sales tax.