Issuance of Additional Partnership Units Clause Samples

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Issuance of Additional Partnership Units. Subject to Sections 12.1 and 14.9, the General Partner shall have the right to authorize and cause the Partnership to issue on such terms (including price) as may be determined by the General Partner (i) subject to the limitations set forth in Article III, additional Partnership Units, including preferred units (in addition to Preferred Units) or other classes or series of units having such rights, preferences and privileges as determined by the General Partner, and (ii) obligations, evidences of indebtedness or other securities or interests convertible into or exercisable or exchangeable for Partnership Units. Subject to Sections 12.1 and 14.9, the General Partner shall have the power to amend this Agreement in order to provide for such powers, designations, preferences and rights as the General Partner in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with this Section 2.2.
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Issuance of Additional Partnership Units. At any time, and from time to time, subject to the provisions of Section 9.4, the General Partner may, upon its determination that the issuance of additional Partnership Units is in the best interests of the Partnership, cause the Partnership to issue Partnership Units to any then existing Limited Partner, or to issue Partnership Units to, and admit as a limited partner in the Partnership, any Person, in each case in exchange for the contribution by such Person of Property or other assets which the General Partner determines is desirable to further the purposes and business of the Partnership and has a value that justifies the issuance of Partnership Units. In the event that Partnership Units are issued by the Partnership pursuant to this Section 9.3, the number of Partnership Units issued shall be determined by (i) dividing the Gross Asset Value (net of liabilities secured by such contributed asset that the Partnership assumes or takes subject to) of the Property or other assets contributed as of the Contribution Date by the Deemed Partnership Unit Value, computed in the case of Current Per Share Market Price as of the Trading Day immediately preceding the Contribution Date, or (ii) such other manner as reasonably determined by the General Partner and as set forth in the Contribution Agreement between the Partnership and the party to whom Partnership Units will be issued.
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Issuance of Additional Partnership Units. At any time, and from time to time, subject to the provisions of Section 9.4, the General Partner may, upon its determination that the issuance of additional Partnership Units is in the best interests of the Partnership, cause the Partnership to issue Partnership Units to any then existing Limited Partner, or to issue Partnership Units to, and admit as a limited partner in the Partnership, any Person, in each case in exchange for the contribution by such Person of Property or other assets which the General Partner determines is desirable to further the purposes and business of the Partnership and has a value that justifies the issuance of Partnership Units. In the event that Partnership Units are issued by the Partnership pursuant to this Section 9.3, the number of Partnership Units issued shall be determined by (i) dividing the Gross Asset Value (net of liabilities secured by such contributed asset that the Partnership assumes or takes subject to) of the Property or other assets contributed as of the Contribution Date by the Deemed Partnership Unit Value, computed in the case of Current Per Share Market Price as of the Trading Day immediately preceding the Contribution Date, or (ii) such other manner as reasonably determined by the General Partner and as set forth in the Contribution Agreement or plan or other applicable documentation governing the arrangement between the Partnership and the party to whom Partnership Units will be issued. Subject to Delaware law, any additional Partnership Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the General Partner, in its sole and absolute discretion without the approval of any Limited Partner, and set forth in a written document thereafter attached to and made an exhibit to this Agreement (each a “Partnership Unit Designation”). Without limiting the generality of the foregoing, the General Partner shall have authority to specify: (a) the allocations of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Unit; (b) the right of each such class or series of Partnership Unit to share in Partnership distributions; (c) the rights of each such class or series of Partnership Unit upon dissolution and liquidation of the Partnership; (d) the voting rights, if any, of each such class or series of ...
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Issuance of Additional Partnership Units. Pursuant to Section 4.2(a) of the Agreement, the General Partner hereby issues a Partnership Interest in the form of the number of Partnership Units listed on the Unitholder Ledger to the Additional Limited Partner in consideration for the contribution of the Additional Hotel pursuant to the terms of the Contribution Agreement. Such issuance shall be deemed effective, and the Additional Limited Partner shall be deemed admitted as a Limited Partner automatically upon the closing of the Contribution Agreement and all references to "Limited Partner" in the Agreement shall include the Additional Limited Partner. The Partnership Interest issued in the foregoing sentence shall have all of the same rights, powers and duties and shall be equal in all respects to the existing Partnership Interests issued to the existing Limited Partners specifically including, without limitation, the Redemption Rights granted pursuant to Section 8.5 of the Agreement, and the Registration Rights granted pursuant to Section 8.6 of the Agreement.
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Issuance of Additional Partnership Units. At any time after the date hereof without the consent of any Partner, but subject to the provisions of Section 13.1 hereof, the General Partner may, upon its determination, which shall be made in its sole and absolute discre tion, that the issuance of Additional Partnership Units to new or existing limited partners is in the (1) the additional Partnership Interests are issued in connection with the issuance of shares of Common Stock or other shares by the General Partner, which shares have designations, preferences and other rights such that the economic interests attributed 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 6.4, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of the General Partner, or (B) the additional Partnership Units are issued to all the Partners in proportion to their respective Percentage Interests. Any Additional Limited Partner shall be issued a Unit Certificate representing the amount of Partnership Units issued to such Additional Limited Partner and, in the event the General Partner issues Partnership Units other than OP Units, indicating the class, terms, prefer ences and other restrictions or rights of such Partnership Unit. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the issuance of Additional Partnership Units (including, without limitation, the issuance of new classes of Partnership Units) and/or the admis sion of any Additional Limited Partner(s) in accordance with the provisions of this Section 6.4, and the General Partner shall promptly deliver a copy of such amendment (which, in the event that new classes of Partnership Units are issued, shall contain the terms of such new classes of Partnership Units) to each Limited Partner. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the General Partner and the Partnership (for example, and not by way of limitation, the issuance of Partnership Units pursuant to an employee purchase plan providing for employee purchases of Partnership Units at a disco...
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Issuance of Additional Partnership Units. Pursuant to Section 4.2(a)(ii) of the Agreement, the General Partner hereby issues a Partnership Interest in the form of the number of Partnership Units listed on Exhibit "A" hereto to the General Partner in consideration for the contribution of the proceeds of the offering of the New Securities pursuant to the terms of Section 4.2(a)(ii) of the Agreement. Such issuance shall be deemed effective automatically upon the closing of the offering of the New Securities. The Partnership Interest issued in the foregoing sentence shall have all of the same rights, powers and duties and shall be equal in all respects to the existing Partnership Interests issued to the existing Partners. Attached hereto as Exhibit "A" is a revised version of the Exhibit "A" to the Agreement reflecting the issuance of the Partnership Units.
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Issuance of Additional Partnership Units. In consideration of the contribution to the Partnership made by the General Partner pursuant to Section 2 hereof, the Partnership hereby issues to the General Partner 670,616 Partnership Units.
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Related to Issuance of Additional Partnership Units

  • 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.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests and options, rights, warrants, appreciation rights, tracking and phantom interests, and other economic interests relating to the Partnership Interests (including pursuant to Section 7.4(c)) 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. (b) Each additional Partnership Interest or other security authorized to be issued by the Partnership pursuant to Section 5.6(a) or Section 7.4(c) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Interests or other securities), as shall be fixed by the General Partner, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Partnership Interest (including sinking fund provisions) or other security; (v) whether such Partnership Interest or other security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Interest or other security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Interest; and (viii) the right, if any, of each such Partnership Interest to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Interest. (c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Interests and options, rights, warrants, appreciation rights, tracking and phantom interests, and other economic interests in the Partnership or relating to Partnership Interests pursuant to this Section 5.6 or Section 7.4(c), (ii) the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, (iii) the issuance of Common Units pursuant to Section 5.11, (iv) the admission of Additional Limited Partners and (v) all additional issuances of Partnership Interests. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Interests or other securities being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Interests or other securities or in connection with the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Interests are listed or admitted to trading. (d) No fractional Units shall be issued by the Partnership.

  • Issuance of Additional Units (i) After the Effective Date, the Partnership may issue additional Preferred Units to the Institutional Investor and the Intrepid Investor in accordance with the terms of this Section 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred Units, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the proceeds from the issuance of such Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unit, payable in cash or immediately available funds; provided, however, in no event will the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor and its Permitted Transferees, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units such that the total number of Preferred Units that will be owned after giving effect to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid Investor. (iv) At any time following the Effective Date, the Partnership may issue Common Units, as determined by the General Partner.

  • Issuances of Additional Partnership Securities (a) The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities 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. (b) Each additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner, including (i) the right to share Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may redeem the Partnership Security; (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Security; and (viii) the right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Security. (c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to this Section 5.6, (ii) the conversion of the General Partner Interest (represented by General Partner Units) or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, (iii) the admission of Additional Limited Partners and (iv) all additional issuances of Partnership Securities. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities or in connection with the conversion of the General Partner Interest or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed or admitted to trading. (d) No fractional Units shall be issued by the Partnership.

  • 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.