Common use of Issuance of Additional Partnership Units Clause in Contracts

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 Partnership Unit; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Partnership Unit.”

Issuance of Additional Partnership Units. At any timetime after the date hereof without the consent of any Partner, and from time to time, but subject to the provisions of Section 9.413.1 hereof, the General Partner may, upon its determination determination, which shall be made in its sole and absolute discretion, that the issuance of additional Additional Partnership Units to new or existing limited partners is in the best commercial interests of the Partnership, cause the Partnership to issue Additional 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 Person (an "Additional Limited Partner" herein) in exchange for the contribution by such Person of Property or other assets which the General Partner determines is cash and/or property desirable to further the purposes and business of the Partnership and has a value that justifies the issuance of Partnership Unitsunder Article 4 hereof. In the event that Additional Partnership Units are issued by the Partnership pursuant to this Section 9.36.4, the amount of such Partnership Units issued to each Additional Limited Partner shall, unless otherwise determined by the General Partner in the exercise of its sole discretion but subject to its fiduciary duty to all Limited Partners (i) be fixed by agreement between the General Partner and such Additional Limited Partner in the General Partner's sole discretion or (ii) be equal to that number of Partnership Units issued shall be which, if such Additional Partnership Units were redeemed as of their date of issuance by such Additional Limited Partner pursuant to Section 10.3 hereof, would result in such Additional Limited Partner receiving that number of shares of Common Stock equal to (x) the Agreed Value of any property (as determined by (i) dividing the Gross Asset Value (net General Partner, in its sole and absolute discretion), plus the amount of liabilities secured any cash contributed by such contributed asset that the Partnership assumes or takes subject to) of the Property or other assets contributed Additional Limited Partner, as of the Contribution Date date of contribution to the Partnership divided by (y) the Deemed Partnership Unit Value, computed in the case of Current Per Share Market Price (computed as of the Trading Day immediately preceding the Contribution Date, date of contribution to the Partnership or (ii) such other manner date or average of Trading Days as reasonably determined by the General Partner and as set forth may agree with such Additional Limited Partner in the Contribution Agreement or plan exercise of its sole discretion). In addition, the General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner) 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 Persons additional Partnership Units may be issued or such other Partnership Interests 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, including rights, powers and duties as shall which may be determined senior, pari passu or (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 its sole accordance with this Section 6.4, and absolute discretion (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, preferences 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 approval issuance of new classes of Partnership Units) and/or the admission 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, 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 is expressly authorized to specify: 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 (a) for example, and not by way of limitation, the allocations issuance of Partnership income, gain, loss, deduction and credit Units pursuant to each such class or series an employee purchase plan providing for employee purchases of Partnership Unit; (b) Units at a discount from fair market value or employee options that have an exercise price that is less than 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 fair market value of the Partnership; (d) Partnership Units, either at the voting rights, if any, time of each such class issuance or series at the time of Partnership Unit; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Partnership Unitexercise).”

Issuance of Additional Partnership Units. At The General Partner is hereby authorized, without the need for any timevote or approval of any Partner or any other Person, and to cause the Partnership, at any time or from time to time, subject to the provisions of Section 9.4, issue to any existing Partner (including the General Partner may, upon its determination that the issuance of Partner) or to any other Person (and to admit any such Person as Additional Limited Partner) additional Partnership Units is Interests, 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 form of Partnership Units issued shall be determined by (i) dividing the Gross Asset Value (net of liabilities secured by including, without limitation, OP Units, LTIP Units and Preferred Units), for 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) consideration and on such other manner as reasonably determined by the General Partner terms 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 conditions as shall be determined established by the General Partner, in its sole and absolute discretion without the approval of any Limited Partner, in one or more classes, or in one or more series of any of such classes, or otherwise with such designations, preferences, redemption and set forth in a written document thereafter attached conversion rights, voting powers, and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to and made an exhibit to this Agreement (each a “Limited Partnership Unit Designation”). Without limiting the generality of the foregoingInterests, all as shall be determined by the General Partner shall have authority in its sole and absolute discretion subject to specify: the laws of the State of Delaware, including, without limitation, (ai) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of such class of Partnership Unit; Interests, (bii) the right of each such class or series of such class of Partnership Unit Interests to share in Partnership distributions; distributions and (ciii) the rights of each such class or series of such class of Partnership Unit Interests upon dissolution and liquidation of the Partnership; , and such terms and conditions will be set forth in a written document thereafter attached to and made an exhibit to this Agreement which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (deach, a “Partnership Unit Designation”). Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units (a) the voting rights, if any, of each such class or series of Partnership Unit; and (e) upon the conversion, redemption or exchange rights applicable of any Debt, Partnership Units or other securities issued by the Partnership, (b) for less than fair market value, (c) for no consideration, (d) in connection with any merger of any other Person into the Partnership (or a subsidiary thereof), or (e) upon the contribution of property or assets to each the Partnership. In the event that the Partnership issues Partnership Interests pursuant to this Section 4.2, the General Partner shall make such class or series revisions to this Agreement (including but not limited to the revisions described in Section 5.5, Section 6.2 and Section 8.5 hereof) as it deems necessary to reflect the issuance of such additional Partnership UnitInterests.”