Common use of Issuance of LTIP Units Clause in Contracts

Issuance of LTIP Units. Pursuant to the OPP or otherwise, the Managing Member may, from time to time, issue LTIP Units to Persons who have provided, or will provide, services to the Company or the Managing Member for such consideration (if any) as the Managing Member may determine to be appropriate, and admit such Persons as Members. Subject to the following provisions of this Section 14.01, the provisions of Article 3, and the special provisions of Sections 14.02 and 6.04(a), LTIP Units shall be treated as Units, with all the rights, privileges and obligations attendant thereto. It is intended that the Company shall maintain at all times a one-to-one correspondence between LTIP Units and Common Units for conversion, distribution and other purposes, including complying with the following procedures: (i) If an Adjustment Event occurs, then the Managing Member shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. (ii) If the Company takes an action affecting the Common Units other than actions specifically described in the definition of Adjustment Events and, in the opinion of the Managing Member such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Managing Member shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the OPP, in such manner and at such time as the Managing Member, in its sole discretion, may determine to be appropriate under the circumstances. (iii) If an adjustment is made to the LTIP Units as herein provided, the Managing Member shall file promptly in the books and records of the Company a certificate of the Managing Member setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Company shall mail a notice to each LTIP Unitholder setting forth the adjustment to its LTIP Units and the effective date of such adjustment.

Issuance of LTIP Units. Pursuant to the an OPP Agreement or otherwise, the Managing Member General Partner may, from time to time, issue LTIP Units to Persons who have provided, or will provide, services to the Company Partnership or the Managing Member General Partner for such consideration (if any) as the Managing Member General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. Subject to the following provisions of this Section 14.01, the provisions of Article 3, 13.01 and the special provisions of Sections 14.02 13.02 and 6.04(a)5.01(c)(iv) hereof, LTIP Units shall be treated as Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Unitholders shall be treated as holders of OP Units and LTIP Units shall be treated as OP Units. It is intended that the Company Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common OP Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: (i) If an Adjustment Event occurs, then the Managing Member General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common OP Units and LTIP Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. (ii) If the Company Partnership takes an action affecting the Common OP Units other than actions specifically described in the definition of Adjustment Events and, in the opinion of the Managing Member General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Managing Member General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the OPPany OPP Agreement, in such manner and at such time as the Managing MemberGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. (iii) If an adjustment is made to the LTIP Units as herein provided, the Managing Member Partnership shall promptly file promptly in the books and records of the Company a Partnership an officer’s certificate of the Managing Member setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to its his or her LTIP Units and the effective date of such adjustment.

Issuance of LTIP Units. Pursuant to the an OPP Agreement or otherwise, the Managing Member General Partner may, from time to time, issue LTIP Units to Persons who have provided, or will provide, services to the Company Partnership or the Managing Member General Partner for such consideration (if any) as the Managing Member General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. Subject to the following provisions of this Section 14.01, the provisions of Article 3, 13.01 and the special provisions of Sections 14.02 13.02 and 6.04(a)5.01(c)(iii) hereof, LTIP Units shall be treated as Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, other than with respect to the Master LTIP Unit, LTIP Unitholders shall be treated as holders of Class A Units and LTIP Units shall be treated as Class A Units. It is intended that the Company Partnership shall maintain at all times a one-to-one correspondence between LTIP Units Units, other than the Master LTIP Unit, and Common Class A Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: (i) If an Adjustment Event occurs, then the Managing Member General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Class A Units and LTIP Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. (ii) If the Company Partnership takes an action affecting the Common Class A Units other than actions specifically described in the definition of Adjustment Events and, in the opinion of the Managing Member General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Managing Member General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the OPPany OPP Agreement, in such manner and at such time as the Managing MemberGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. (iii) If an adjustment is made to the LTIP Units as herein provided, the Managing Member Partnership shall promptly file promptly in the books and records of the Company a Partnership an officer’s certificate of the Managing Member setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to its his or her LTIP Units and the effective date of such adjustment.

Issuance of LTIP Units. Pursuant to the OPP or otherwise, the The Managing Member may, may from time to time, time issue LTIP Units to Persons who have provided, or will provide, provide services to the Company or the Managing Member Member, for such consideration (if any) as the Managing Member may determine to be appropriate, and admit such Persons as Non-Managing Members. Subject to the following provisions of this Section 14.01, the provisions of Article 3, 4.6 and the special provisions of Sections 14.02 4.7 and 6.04(a)6.1.E, LTIP Units shall be treated as OP Units, with all of the rights, privileges and obligations attendant thereto. It is intended that For purposes of computing the Members’ Percentage Interests, holders of LTIP Units shall be treated as OP Unit holders and LTIP Units shall be treated as OP Units. In particular, the Company shall maintain at all times a one-to-one correspondence between LTIP Units and Common OP Units for conversion, distribution and other purposes, including including, without limitation, complying with the following procedures: (i) If an Adjustment Event occurs, then the Managing Member shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common OP Units and LTIP Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. (ii) . If the Company takes an action affecting the Common OP Units other than actions specifically described in the definition of defined as “Adjustment Events and, Events” and in the opinion of the Managing Member such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Managing Member shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the OPPany applicable Equity Incentive Plan, in such manner and at such time as the Managing Member, in its sole discretion, may determine to be appropriate under the circumstances. (iii) . If an adjustment is made to the LTIP Units Units, as herein provided, the Managing Member Company shall promptly file promptly in the books and records of the Company a an officer’s certificate of the Managing Member setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Company shall mail a notice to each LTIP Unitholder setting forth the adjustment to its his or her LTIP Units and the effective date of such adjustment; and (ii) Subject to the provisions of Sections 5.1.C, 5.1.

Issuance of LTIP Units. Pursuant to the an OPP Agreement or otherwise, the Managing Member General Partner may, from time to time, issue LTIP Units to Persons who have provided, or will provide, services to the Company Partnership or the Managing Member General Partner for such consideration (if any) as the Managing Member General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. Subject to the following provisions of this Section 14.01, the provisions of Article 3, 13.01 and the special provisions of Sections 14.02 13.02 and 6.04(a)5.01(c)(iv) hereof, LTIP Units shall be treated as Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Unitholders shall be treated as holders of OP Units and LTIP Units shall be treated as OP Units. It is intended that the Company Partnership shall maintain at all times a one-one- to-one correspondence between LTIP Units and Common OP Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: (i) If an Adjustment Event occurs, then the Managing Member General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common OP Units and LTIP Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. (ii) If the Company Partnership takes an action affecting the Common OP Units other than actions specifically described in the definition of Adjustment Events and, in the opinion of the Managing Member General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Managing Member General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the OPPany OPP Agreement, in such manner and at such time as the Managing MemberGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. (iii) If an adjustment is made to the LTIP Units as herein provided, the Managing Member Partnership shall promptly file promptly in the books and records of the Company a Partnership an officer’s certificate of the Managing Member setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to its his or her LTIP Units and the effective date of such adjustment.

Issuance of LTIP Units. Pursuant to the an OPP Agreement or otherwise, the Managing Member General Partner may, from time to time, issue LTIP Units to Persons who have provided, or will provide, services to the Company Partnership or the Managing Member General Partner for such consideration (if any) as the Managing Member General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. Subject to the following provisions of this Section 14.01, the provisions of Article 3, 13.01 and the special provisions of Sections 14.02 13.02 and 6.04(a)5.01(c)(iv) hereof, LTIP Units shall be treated as Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Unitholders shall be treated as holders of OP Units and LTIP Units shall be treated as OP Units. It is intended that the Company Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common Units for conversion, distribution and other purposes, including complying with the following procedures:one- (i) If an Adjustment Event occurs, then the Managing Member General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common OP Units and LTIP Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. (ii) If the Company Partnership takes an action affecting the Common OP Units other than actions specifically described in the definition of Adjustment Events and, in the opinion of the Managing Member General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Managing Member General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the OPPany OPP Agreement, in such manner and at such time as the Managing MemberGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. (iii) If an adjustment is made to the LTIP Units as herein provided, the Managing Member Partnership shall promptly file promptly in the books and records of the Company a Partnership an officer’s certificate of the Managing Member setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to its his or her LTIP Units and the effective date of such adjustment.

Issuance of LTIP Units. Pursuant to the an OPP Agreement or otherwise, the Managing Member General Partner may, from time to time, issue LTIP Units to Persons who have provided, or will provide, services to the Company Partnership or the Managing Member General Partner for such consideration (if any) as the Managing Member General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. Subject to the following provisions of this Section 14.01, the provisions of Article 3, 16.01 and the special provisions of Sections 14.02 16.02 and 6.04(a)5.01(c)(iv) hereof, LTIP Units shall be treated as Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Unitholders shall be treated as holders of OP Units and LTIP Units shall be treated as OP Units. It is intended that the Company Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common OP Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: (i) If an Adjustment Event occurs, then the Managing Member General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common OP Units and LTIP Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. (ii) . If the Company Partnership takes an action affecting the Common OP Units other than actions specifically described in the definition of Adjustment Events and, in the opinion of the Managing Member General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Managing Member General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the OPPany OPP Agreement, in such manner and at such time as the Managing MemberGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. (iii) . If an adjustment is made to the LTIP Units as herein provided, the Managing Member Partnership shall promptly file promptly in the books and records of the Company a Partnership an officer’s certificate of the Managing Member setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to its his or her LTIP Units and the effective date of such adjustment.; and