Common use of Issuances of Additional Partnership Interests Clause in Contracts

Issuances of Additional Partnership Interests. Subject to Section 2.1(b), the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue additional Partnership interests (in addition to the Units) 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 the General Partner may determine, including rights, powers and duties senior to the Units, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, (ii) the rights of the Units to share in Partnership distributions, (iii) the rights of the Units to vote on or approve matters, and (iv) the right of the Units upon dissolution and liquidation of the Partnership; provided that any such additional limited partnership interests in the Partnership may be issued to the Fund REIT only pursuant to Section 2.1(b). The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If the General Partner determines that it is necessary or desirable to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder to the extent necessary to give effect to the designations, preferences and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interests, the General Partner may cause such amendments and filings to be made, which filings might take the form of amendments to the Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect to the terms of this Agreement, no approval or consent of any Partners shall be required in connection with the making of any such filing or amendment.

Issuances of Additional Partnership Interests. Subject A. The General Partner is hereby authorized to Section 2.1(b), cause the Partnership from time to time to issue to the Partners (including the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue ) or other Persons additional Partnership interests (in addition to the Units) Units or 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 as the General Partner may determineduties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the UnitsGeneral Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, each such class or series of Partnership Interests; (ii) the rights right of the Units each such class or series of Partnership Interests to share in Partnership distributions, ; and (iii) the rights of the Units to vote on each such class or approve matters, and (iv) the right series of the Units Partnership Interests upon dissolution and liquidation of the Partnership; provided that any no such additional limited partnership interests in the Partnership may Units or other Partnership Interests shall be issued to the Fund Company, as the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT only Shares or other shares by the Company, which shares have designations, preferences and other 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 Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement. B. From and after the date hereof, the Company shall not issue any additional REIT Shares (other than REIT Shares issued pursuant to Section 2.1(b8.6). The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If REIT Shares (collectively "New Securities") other than to all holders of REIT Shares unless (i) the General Partner determines that it is necessary or desirable shall cause the Partnership to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder issue to the extent necessary to give effect to Company, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the New Securities; and (ii) the Company contributes to the Partnership the proceeds from the issuance of such New Securities and from the exercise of rights pertaining contained in such New Securities. Without limiting the foregoing, the Company is expressly authorized to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interestsissue New Securities for less than fair market value, and the General Partner may is expressly authorized to cause such amendments and filings the Partnership to be made, which filings might take the form of amendments issue to the CertificateCompany corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the interests of the Company and the Partnership (for example, and not by way of limitation, the issuance of REIT Shares and corresponding Units pursuant to an employee stock purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise); provided, however, that, unless specifically required by this Agreement or and (y) the Act after giving effect Company contributes all proceeds from such issuance and exercise to the terms of this Agreement, no approval or consent of any Partners shall be required in connection with the making of any such filing or amendmentPartnership.

Issuances of Additional Partnership Interests. Subject A. The General Partner is hereby authorized to Section 2.1(b), cause the Partnership from time to time to issue to the Partners (including the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue ) or other Persons additional Partnership interests (in addition to the Units) Units or 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 rightsspecial (1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other shares by the Gables Trust, powers which shares have designations, preferences and duties as other 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 Gables Trust or the General Partner may determine, including rights, powers and duties senior to the Units, including, without limitation, in accordance with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, (ii) the rights of the Units to share in Partnership distributions, (iii) the rights of the Units to vote on or approve mattersthis Section 4.2.A, and (iv2) either (x) the right Gables Trust shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with such issuance or (y) the Gables Trust shall transfer to the General Partner, by loan or contribution, an amount equal to the proceeds raised in connection with the issuance of such shares of the Units upon dissolution Gables Trust and, in turn, the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the amount transferred to it by the Gables Trust or (z) through a combination of (x) and liquidation (y) above a Capital Contribution equal to the proceeds raised in connection with the issuance of such shares is made to the Partnership; provided that any such , or (b) the additional limited partnership interests in the Partnership may be Interests are issued to all Partners in proportion to their respective Percentage Interests. B. After the Fund initial public offering of REIT only Shares, the Gables Trust shall not issue any additional REIT Shares (other than REIT Shares issued pursuant to Section 2.1(b8.6). The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If REIT Shares (collectively "New Securities") other than to all holders of REIT Shares unless (i) the General Partner determines that it is necessary or desirable shall cause the Partnership to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder issue to the extent necessary to give effect Gables Trust or to the General Partner Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the New Securities, and (ii) either (a) the Gables Trust contributes to the Partnership the proceeds from the issuance of such New Securities and from the exercise of rights pertaining contained in such New Securities or (b) the Gables Trust transfers to additional Partnership interests) the General Partner, by loan or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interestscontribution, the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities and the General Partner may cause such amendments and filings Partner, in turn, contributes the amount so transferred to be made, which filings might take the form of amendments it to the Certificate; providedPartnership, however, that, unless specifically required by this Agreement or the Act after giving effect (c) through a combination of (a) and (b) above a Capital Contribution equal to the terms of this Agreement, no approval or consent of any Partners shall be required proceeds raised in connection with the making issuance of any such filing New Securities and from the exercise of rights contained in such New Securities is made to the Partnership. Without limiting the foregoing, the Gables Trust is expressly authorized to issue New Securities for less than fair market value, and the General Partner is expressly authorized to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the interests of the General Partner and the Partnership (for example, and not by way of limitation, the issuance of REIT Shares and corresponding Units pursuant to an employee stock purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or amendmentemployee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise), and (y) the Gables Trust contributes all proceeds from such issuance and exercise to the Partnership or transfers all proceeds from such issuance and exercise to the General Partner, whether by loan or contribution, and the General Partner, in turn, contributes the amount so transferred to it to the Partnership.

Issuances of Additional Partnership Interests. The Contribution Agreement sets forth the provisions upon which Additional Units shall be issued to the Original Limited Partners, and separate agreements relating to the admission of Additional Limited Partners set forth the provisions, if any, upon which any additional Class 2 Units shall be issued to Additional Limited Partners in the form of earn-out or as consideration for additional assets to be contributed by such Additional Limited Partners to the Partnership. The General Partner and Regency (i) shall cause the Additional Units to be issued to the Original Limited Partners as set forth in the Contribution Agreement, (ii) shall cause the additional Class 2 Units to be issued to the Additional Limited Partners entitled to receive the same, and (iii) shall cause the amendment of this Agreement to reflect the issuance of any such Additional Units and additional Class 2 Units. Subject to Section 2.1(b)the restrictions set forth below, the General Partner, in its sole discretion and without the consent of any Limited Partner, may Partner is hereby authorized to cause the Partnership at any time or from time to time to issue additional Partnership interests (in addition to the Units) Partners or to other Persons such additional Class B Units or 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 duties, and for such consideration as shall be determined by the General Partner may determinein its sole and absolute discretion, including rights, powers and duties senior subject to the UnitsDelaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Unitseach such class or series of Partnership Interests, (ii) the rights right of the Units each such class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of the Units to vote on each such class or approve matters, and (iv) the right series of the Units Partnership Interests upon dissolution and liquidation of the Partnership; provided provided, however, that so long as there shall be any such additional limited partnership interests Original Limited Partnership Units outstanding, without the Consent of the Original Limited Partners, (a) any Partnership Interests issued shall be subordinate to the Original Limited Partnership Units and will not affect the priority of distributions with respect to the Original Limited Partnership Units as set forth in the Section 5.1 hereof, (b) no Partnership may Interests other than Class B Units shall be issued to the Fund REIT only pursuant to Section 2.1(b). The General Partner is, in its sole discretion and without the consent or any Affiliate of any Limited Partner, further authorized to issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If the General Partner determines other than a Property Affiliate, and (c) no Partnership Interests on a parity with the Original Limited Partnership Units shall be issued to any Person, and provided, further, that it is necessary or desirable without the Consent of the Additional Limited Partners holding Class 2 Units, (a) no Partnership Interests other than Class B Units shall be issued to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder to the extent necessary to give effect to the designations, preferences and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interests, the General Partner may cause such amendments or any Affiliate of the General Partner other than a Property Affiliate, and filings to be made(b) except as provided in Section 6.2(g), which filings might take the form of amendments no Partnership Interests senior to the Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect to the terms of this Agreement, no approval or consent of any Partners Class 2 Units shall be required in connection with the making of issued to any such filing or amendmentPerson other than Additional Units issued to an Original Limited Partner at a Subsequent Closing.

Issuances of Additional Partnership Interests. Subject The General Partner is hereby authorized to Section 2.1(b), cause the Partnership from time to time to issue to the Partners (including the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue ) or other Persons additional Partnership interests (in addition to the Units) Units or 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 as the General Partner may determineduties, including including, rights, powers and duties senior to the UnitsLimited Partners, except that, notwithstanding the foregoing, none of such additional Partnership Units or Partnership Interests shall carry or give to their holders rights to receive distributions (as to amount, timing, and priority) senior to the rights of the Limited Partners as set forth in this Agreement, and provided further that no Additional Limited Partner may be admitted to the Partnership during the Restricted Period without the written consent of a majority in interest of the Limited Partners (excluding interests held by the General Partner or its Affiliates). Subject to the foregoing, the rights, privileges, benefits, burdens, and restrictions relating to any such additional Partnership Units or Partnership Interests shall be determined by the General Partner in its sole and absolute discretion, subject to the Act, including, without limitation, with respect to : (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, each such class or series of Partnership Interests; (ii) the rights right of the Units each such class or series of Partnership Interests to share in Partnership distributions, ; and (iii) the rights of the Units to vote on each such class or approve matters, and (iv) the right series of the Units Partnership Interests upon dissolution and liquidation of the Partnership; provided that any no such additional limited partnership interests in the Partnership may Units or other Partnership Interests shall be issued to the Fund REIT only pursuant to Section 2.1(b). The General Partner isPartner, in its sole discretion and without as the consent of any General Partner, or a Limited Partner, further authorized or to issue rightsan Affiliate of either the General Partner or the Limited Partner, optionsunless the additional Partnership Interests are issued for a fair economic consideration determined at the time of or within ninety (90) days prior to the issuance, warrants or convertible or exchangeable securities containing unless the right to subscribe for or purchase issuance of such additional Partnership interestsInterests is otherwise permitted under the terms and provisions of this Agreement. If A determination by an independent investment banker or financial advisor that the consideration paid or proposed to be paid by the General Partner determines that it in this regard is necessary a fair economic consideration, or desirable to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder is otherwise fair from a financial point of view, to the extent necessary to give effect to Partnership shall be conclusive and binding upon all parties hereto for all purposes, and shall constitute a conclusive, non-rebuttable presumption that the designationsconsideration so paid represented fair, preferences good faith, and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interests, proper action by the General Partner may cause such amendments and filings to be made, which filings might take the form of amendments to the Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect to the terms of this Agreement, no approval or consent of any Partners shall be required in connection with the making of any Partnership as concerns the General Partner's dealings and transactions with the Partnership in relation to such filing or amendmentissuance.

Issuances of Additional Partnership Interests. Subject The General Partner is hereby authorized to Section 2.1(b), cause the Partnership from time to time to issue to the Partners (including the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue ) or other Persons additional Partnership interests (in addition to the Units) Units or 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 as the General Partner may determineduties, including including, rights, powers and duties senior to the UnitsLimited Partners, except that, notwithstanding the foregoing, none of such additional Partnership Units or Partnership Interests shall carry or give to their holders rights to receive distributions (as to amount, timing, and priority) senior to the rights of the Limited Partners as set forth in this Agreement, and provided further however, that no Additional Limited Partner may be admitted to the Partnership during the Restricted Period without the written consent of a majority in interest of the Limited Partners (excluding interests held by the General Partner or its Affiliates). Subject to the foregoing, the rights, privileges, benefits, burdens, and restrictions relating to any such additional Partnership Units or Partnership Interests shall be determined by the General Partner in its sole and absolute discretion, subject to the Act, including, without limitation, with respect to : (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, each such class or series of Partnership Interests; (ii) the rights right of the Units each such class or series of Partnership Interests to share in Partnership distributions, ; and (iii) the rights of the Units to vote on each such class or approve matters, and (iv) the right series of the Units Partnership Interests upon dissolution and liquidation of the Partnership; provided that any no such additional limited partnership interests in the Partnership may Units or other Partnership Interests shall be issued to the Fund REIT only pursuant to Section 2.1(b). The General Partner isPartner, in its sole discretion and without as the consent of any General Partner, or a Limited Partner, further authorized or to issue rightsan Affiliate of either the General Partner or the Limited Partner, optionsunless the additional Partnership Interests are issued for a fair economic consideration determined at the time of or within ninety (90) days prior to the issuance, warrants or convertible or exchangeable securities containing unless the right to subscribe for or purchase issuance of such additional Partnership interestsInterests is otherwise permitted under the terms and provisions of this Agreement. If A determination by an independent investment banker or financial advisor that the consideration paid or proposed to be paid by the General Partner determines that it in this regard is necessary a fair economic consideration, or desirable to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder is otherwise fair from a financial point of view, to the extent necessary to give effect to Partnership shall be conclusive and binding upon all parties hereto for all purposes, and shall constitute a conclusive, non-rebuttable presumption that the designationsconsideration so paid represented fair, preferences good faith, and other rights pertaining to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interests, proper action by the General Partner may cause such amendments and filings to be made, which filings might take the form of amendments to the Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect to the terms of this Agreement, no approval or consent of any Partners shall be required in connection with the making of any Partnership as concerns the General Partner's dealings and transactions with the Partnership in relation to such filing or amendmentissuance.

Issuances of Additional Partnership Interests. Subject A. The General Partner is hereby authorized to Section 2.1(b), the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership from time to time to issue additional Partnership interests (in addition to the UnitsPartners (including the General Partner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Common Units or other Partnership Interests in one or more classes, or one or more series more (1) the additional Partnership Interests are issued in connection with the grant, award or issuance of any of such classesREIT Shares or other equity interests by the Company, with such which REIT shares or other equity interests have designations, preferences and relative, participating, optional other rights such that the economic interests attributable to such REIT shares or other equity interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner [and/or the Initial Limited Partner] in accordance with this Section 4.2.A, and (2) the Company shall make a capital contribution to the General Partner [and/or the Initial Limited Partner], which shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement. In the event that the Partnership issues Partnership Interests pursuant to this Section 4.2.A, the General Partner shall make such revisions to this Agreement (without any requirement of receiving approval of the Limited Partners) including but not limited to the revisions described in Section 5.4, Section 6.1 and Section 8.6 hereof, as it deems necessary to reflect the issuance of such additional Partnership Interests and the special rights, powers and duties as associated therewith. Unless specifically set forth otherwise by the General Partner may determinePartner, including rightsany Partnership Interest issued after the date hereof shall represent Common Units. B. From and after the date hereof, powers and duties senior to the Units, including, without limitation, with respect to Company shall not issue any additional REIT Shares (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, (ii) the rights of the Units to share in Partnership distributions, (iii) the rights of the Units to vote on or approve matters, and (iv) the right of the Units upon dissolution and liquidation of the Partnership; provided that any such additional limited partnership interests in the Partnership may be other than REIT Shares issued to the Fund REIT only pursuant to Section 2.1(b8.6). The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If REIT Shares (collectively "New Securities") other than to all holders of REIT Shares unless (i) the General Partner determines that it is necessary or desirable shall cause the Partnership to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder issue to the extent necessary to give effect to General Partner [and/or the Initial Limited Partner], Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights pertaining rights, all such that the economic interests are substantially similar to additional Partnership intereststhose of the New Securities; and (ii) or the Company contributes to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interests, the General Partner may cause such amendments and filings to be made[and/or the Initial Limited Partner], which filings might take the form of amendments contribute[s] to the Certificate; providedPartnership, howeverthe proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities. Without limiting the foregoing, thatthe Company is expressly authorized to issue New Securities for no tangible value or for less than fair market value, unless specifically required by this Agreement or and the Act after giving effect General Partner is expressly authorized to cause the Partnership to issue to the terms General Partner [and/or the Initial Limited Partner] corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the interests of this Agreementthe Company and the Partnership (for example, no approval and not by way of limitation, the issuance of REIT Shares and corresponding Units pursuant to an employee stock purchase plan providing for employee grants or consent purchases of any Partners shall be required in connection with REIT Shares or employee stock options that have an exercise price that is less than the making fair market value of any the REIT Shares, either at the time of issuance or at the time of exercise); and (y) the Company contributes all proceeds, if any, from such filing or amendmentissuance and exercise to the Partnership.

Issuances of Additional Partnership Interests. Subject A. The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, to Section 2.1(b), cause the Partnership from time to time to issue to the Partners (including the General Partner, in its sole discretion and without the consent of any Limited Partner, may cause the Partnership to issue ) or other Persons additional Partnership interests (in addition to the Units) Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties as the General Partner may determineduties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the UnitsGeneral Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to the Units, each such class or series of Partnership Interests; (ii) the rights right of the Units each such class or series of Partnership Interests to share in Partnership distributions, ; and (iii) the rights of the Units to vote on each such class or approve matters, and (iv) the right series of the Units Partnership Interests upon dissolution and liquidation of the Partnership; provided that any no such additional limited partnership interests in the Partnership may Units or other Partnership Interests shall be issued to the Fund Company, as the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT only Shares or other shares by the Company, which shares have designations, preferences and other 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 Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with such issuance or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. In addition, the Company may acquire Units from other Partners pursuant to this Agreement. B. After the initial public offering of REIT Shares, the Company shall not issue any additional REIT Shares (other than REIT Shares issued pursuant to Section 2.1(b8.6). The General Partner is, in its sole discretion and without the consent of any Limited Partner, further authorized to issue or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional Partnership interests. If REIT Shares (collectively "New Securities") other than to all holders of -------------- REIT Shares unless (i) the General Partner determines that it is necessary or desirable shall cause the Partnership to amend this Agreement (including without limitation Section 3 or Section 4 with respect to allocations or distributions provided for hereunder issue to the extent necessary to give effect to Company, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests (when combined with any additional economic interests in the Financing Partnership issued to the Financing Subsidiary contemporaneously) are substantially similar to those of the New Securities; and (ii) the Company contributes to the Partnership (and to the Financing Subsidiary for contribution to the Financing Partnership) the proceeds from the issuance of such New Securities and from the exercise of rights pertaining contained in such New Securities. Without limiting the foregoing, the Company is expressly authorized to additional Partnership interests) or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional Partnership interestsissue New Securities for less than fair market value, and the General Partner may is expressly authorized to cause such amendments and filings the Partnership to be made, which filings might take the form of amendments issue to the CertificateCompany corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the interests of the Company and the Partnership (for example, and not by way of limitation, the issuance of REIT Shares and corresponding Units pursuant to an employee stock purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise); provided, however, that, unless specifically required by this Agreement or and (y) the Act after giving effect Company contributes all proceeds from such issuance and exercise to the terms of this Agreement, no approval or consent of any Partners shall be required in connection with Partnership (and to the making of any such filing or amendmentFinancing Subsidiary for contribution to the Financing Partnership).