Common use of Adjustment for Merger or Reorganization, etc Clause in Contracts

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the General Partner in which shares of Common Stock (but not the Class C Units) are converted into or exchanged for securities, cash or other property (other than a Fundamental Sale Transaction resulting in a Full Redemption pursuant to Section ‎5.1(c)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each OP Unit issuable to a Class C Unit Holder upon conversion from Class C Units to OP Units shall thereafter be redeemable in lieu of the Common Stock for which it was redeemable pursuant to Section ‎8.6(b) prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the General Partner issuable upon redemption of one such OP Unit for Common Stock pursuant to Section ‎8.6(b) immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment or adjustments (as determined in good faith by the Board) shall be made in the application of the provisions in this Section ‎16.4 with respect to the rights and interests hereafter of the Holders of the Class C Units, to the end that the provisions set forth in this Section ‎16.4 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Class C Units into OP Units and redemption of the OP Units in exchange for Common Stock pursuant to this Section 16.4(d).

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger merger, including an IPO, involving the General Partner Corporation in which shares of the Class B Common Stock (but not the Class C Units) are is converted into or exchanged for securities, cash or other property (other than a Fundamental Sale Transaction resulting in a Full Redemption pursuant to Section ‎5.1(c)transaction covered by Sections 10.2, 10.3 or 10.4), then, following any simultaneous with such reorganization, recapitalization, reclassification, consolidation or merger, each OP Unit issuable to a share of Class C Unit Holder upon conversion from Class C Units to OP Units A Common Stock shall thereafter be redeemable in lieu of the Common Stock for which it was redeemable pursuant to Section ‎8.6(b) prior to such event convertible into the same kind and amount of securities, cash or other property into which a holder share of the number of shares of Class B Common Stock of the General Partner issuable upon redemption of one such OP Unit for Common Stock pursuant to Section ‎8.6(b) immediately prior to such reorganization, recapitalization, reclassification, consolidation was converted or merger would have been entitled to receive pursuant to such transactionexchanged; and, in such case, appropriate adjustment or adjustments (as determined in good faith by the Board) shall be made in the application of the provisions in this Section ‎16.4 10.5 with respect to the rights and interests hereafter thereafter of the Holders holders of the Class C UnitsA Common Stock, to the end that the provisions set forth in this Section ‎16.4 (including provisions with respect to changes in and other adjustments of the Conversion Price) 10 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Class A Common Stock. For the avoidance of doubt, nothing in this Section 10.5 shall be construed as preventing the holders of Class C Units into OP Units and redemption A Common Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Section 10.5 be deemed conclusive evidence of the OP Units in exchange for fair value of the shares of such Class A Common Stock pursuant to this Section 16.4(d)in any such appraisal proceeding.