Common use of Adjustment for Rights Issue or Sale of Common Stock Below Current Market Value Clause in Contracts

Adjustment for Rights Issue or Sale of Common Stock Below Current Market Value. If Borrower (i) distributes any rights, warrants or options to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than 94% (100% if a stand-by underwriter is used and charges Borrower a commission) of the Current Market Value at the Time of Determination (each as defined in Section 4) or (ii) sells any Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock (other than pursuant to (1) the exercise of this Note (or any other note issued by Borrower pursuant to or in connection with that certain Merger and Distribution Agreement dated of even date herewith among Lender Security Capital Pacific Trust ("PTR"), Security Capital Group Incorporated ("SCG") and Homestead Village Properties Incorporated ("Homestead") or (2) upon exercise of outstanding warrants to acquire shares of Common Stock, which warrants were issued pursuant to a Warrant Agreement executed in connection with that certain Warrant Purchase Agreement of even date herewith among Lender, PTR, SCG and Homestead or (3) any security convertible into, or exchangeable or exercisable for, the Common Stock as to which the issuance thereof has previously been the subject of any required adjustment (whether or not actually made) pursuant to this Section 3(h)) at a price per share less than the Current Market Value, the Exercise Rate shall be adjusted in accordance with the formula: E' = E x (O + N) --------------- (O + (N x P/M)) where: E' = the adjusted Exercise Rate; E = the current Exercise Rate; O = the number of shares of Common Stock outstanding on the record date for the distribution to which this subsection (ii) is being applied or on the date of sale of Common Stock at a price per share less than the Current Market Value to which this subsection (ii) applies, as the case may be; N = the number of additional shares of Common Stock issuable upon exercise of all rights, warrants and options so distributed or the number of shares of Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange or exercise of any such convertible, exchangeable or exercisable securities, as the case may be; P = the offering price per share of the additional shares of Common Stock upon the exercise of any such rights, options or warrants so distributed or pursuant to any such convertible, exchangeable or exercisable securities so sold or the sale price of the shares so sold, as the case may be; and M = the Current Market Value as of the Time of Determination or at the time of sale, as the case may be. The adjustment shall be made successively whenever any such rights, warrants or options are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, warrants or options. If at the end of the period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued. No adjustment shall be made under this subsection (ii) if the application of the formula stated above in this subsection (ii) would result in a value of E' that is lower than the value of E.

Adjustment for Rights Issue or Sale of Common Stock Below Current Market Value. If the Corporate Borrower (i) distributes any rights, warrants or options to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than 94% (100% if a stand-by underwriter is used and charges the Corporate Borrower a commission) of the Current Market Value at the Time of Determination (each as defined in Section 4) or (ii) sells any Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock (other than pursuant to (1) the exercise of this Note (or any other note issued by the Corporate Borrower or one of its subsidiaries pursuant to or in connection with that certain Merger and Distribution Agreement dated of even date herewith among Lender Lender, Security Capital Pacific Trust ("PTR"), Security Capital Group Incorporated ("SCG") and Homestead Village Properties Incorporated ("Homestead") or (2) upon exercise of outstanding warrants to acquire shares of Common Stock, which warrants were issued pursuant to a Warrant Agreement executed in connection with that certain Warrant Purchase Agreement of even date herewith among Lender, PTR, SCG and Homestead or (3) any security convertible into, or exchangeable or exercisable for, the Common Stock as to which the issuance thereof has previously been the subject of any required adjustment (whether or not actually made) pursuant to this Section 3(h)) at a price per share less than the Current Market Value, the Exercise Rate shall be adjusted in accordance with the formula: E' = E x (O + N) --------------- (O + (N x P/M)) where: E' = the adjusted Exercise Rate; E = the current Exercise Rate; O = the number of shares of Common Stock outstanding on the record date for the distribution to which this subsection (ii) is being applied or on the date of sale of Common Stock at a price per share less than the Current Market Value to which this subsection (ii) applies, as the case may be; N = the number of additional shares of Common Stock issuable upon exercise of all rights, warrants and options so distributed or the number of shares of Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange or exercise of any such convertible, exchangeable or exercisable securities, as the case may be; P = the offering price per share of the additional shares of Common Stock upon the exercise of any such rights, options or warrants so distributed or pursuant to any such convertible, exchangeable or exercisable securities so sold or the sale price of the shares so sold, as the case may be; and M = the Current Market Value as of the Time of Determination or at the time of sale, as the case may be. The adjustment shall be made successively whenever any such rights, warrants or options are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, warrants or options. If at the end of the period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued. No adjustment shall be made under this subsection (ii) if the application of the formula stated above in this subsection (ii) would result in a value of E' that is lower than the value of E.

Adjustment for Rights Issue or Sale of Common Stock Below Current Market Value. If Borrower the Company (i) distributes any rights, warrants or options to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than 94% (100% if a stand-by underwriter is used and charges Borrower the Company a commission) of the Current Market Value at the Time of Determination (each as defined in paragraph (d) of this Section 413) or (ii) sells any Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock (other than pursuant to (1) the exercise of this Note (or any other note issued by Borrower pursuant to or in connection with that certain Merger and Distribution Agreement dated of even date herewith among Lender Security Capital Pacific Trust ("PTR")the Warrants, Security Capital Group Incorporated ("SCG") and Homestead Village Properties Incorporated ("Homestead") or (2) upon exercise of outstanding warrants to acquire shares of Common Stock, which warrants were issued pursuant to a Warrant Agreement executed in connection with that certain Warrant Purchase Agreement of even date herewith among Lender, PTR, SCG and Homestead or (3) any security convertible into, or exchangeable or exercisable for, the Common Stock as to which the issuance thereof has previously been the subject of any required adjustment (whether or not actually made) pursuant to this Section 3(h)13 or (3) the conversion of any convertible notes issued or issuable in connection with the transactions contemplated by the Merger Agreement) at a price per share less than the Current Market Value, the Exercise Rate shall be adjusted in accordance with the formula: EE ' = E x (O + N) --------------- ----------------- (O + (N x P/M)) where: E' = the adjusted Exercise Rate; E = the current Exercise Rate; O = the number of shares of Common Stock outstanding on the record date for the distribution to which this subsection paragraph (iib) is being applied or on the date of sale of Common Stock at a price per share less than the Current Market Value to which this subsection paragraph (iib) applies, as the case may be; N = the number of additional shares of Common Stock issuable upon exercise of all rights, warrants and options so distributed or the number of shares of Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange or exercise of any such convertible, exchangeable or exercisable securities, as the case may be; P = the offering price per share of the additional shares of Common Stock upon the exercise of any such rights, options or warrants so distributed or pursuant to any such convertible, exchangeable or exercisable securities so sold or the sale price of the shares so sold, as the case may be; and M = the Current Market Value as of the Time of Determination or at the time of sale, as the case may be. The adjustment shall be made successively whenever any such rights, warrants or options are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, warrants or options. If at the end of the period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued. No adjustment shall be made under this subsection paragraph (iib) if the application of the formula stated above in this subsection paragraph (iib) would result in a value of EE ' that is lower than the value of E.

Adjustment for Rights Issue or Sale of Common Stock Below Current Market Value. If the Corporate Borrower (i) distributes any rights, warrants or options to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than 94% (100% if a stand-by underwriter is used and charges the Corporate Borrower a commission) of the Current Market Value at the Time of Determination (each as defined in Section 4) or (ii) sells any Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock (other than pursuant to (1) the exercise of this Note (or any other note issued by the Corporate Borrower or one of its subsidiaries pursuant to or in connection with that certain Merger and Distribution Agreement dated of even date herewith among Lender Lender, Security Capital Pacific Trust ("PTR"), Security Capital Group Incorporated ("SCG") and Homestead Village Properties Incorporated ("Homestead") or (2) upon exercise of outstanding warrants to acquire shares of Common Stock, which warrants were issued pursuant to a Warrant Agreement executed in connection with that certain Warrant Purchase Agreement of even date herewith among Lender, PTR, SCG and Homestead or (3) any security convertible into, or exchangeable or exercisable for, the Common Stock as to which the issuance thereof has previously been the subject of any required adjustment (whether or not actually made) pursuant to this Section 3(h)) at a price per share less than the 6 Current Market Value, the Exercise Rate shall be adjusted in accordance with the formula: EE ' = E x (O + N) --------------- ------------------ (O + (N x P/M)) where: E' E '= the adjusted Exercise Rate; E = the current Exercise Rate; O = the number of shares of Common Stock outstanding on the record date for the distribution to which this subsection (ii) is being applied or on the date of sale of Common Stock at a price per share less than the Current Market Value to which this subsection (ii) applies, as the case may be; N = the number of additional shares of Common Stock issuable upon exercise of all rights, warrants and options so distributed or the number of shares of Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange or exercise of any such convertible, exchangeable or exercisable securities, as the case may be; P = the offering price per share of the additional shares of Common Stock upon the exercise of any such rights, options or warrants so distributed or pursuant to any such convertible, exchangeable or exercisable securities so sold or the sale price of the shares so sold, as the case may be; and M = the Current Market Value as of the Time of Determination or at the time of sale, as the case may be. The adjustment shall be made successively whenever any such rights, warrants or options are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, warrants or options. If at the end of the period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued. No adjustment shall be made under this subsection (ii) if the application of the formula stated above in this subsection (ii) would result in a value of EE ' that is lower than the value of E.E. 7