Common use of Adjustment of the Merger Consideration Clause in Contracts

Adjustment of the Merger Consideration. Between the date of this Agreement and the applicable Merger Effective Time, if any of REIT I, REIT I Operating Partnership, REIT II or REIT II Operating Partnership should split, combine or otherwise reclassify the REIT I Common Stock, the REIT I OP Units, the REIT II Common Stock or the REIT II OP Units or makes a dividend or other distribution in shares of the REIT I Common Stock, the REIT I OP Units, the REIT II Common Stock or the REIT II OP Units (including any dividend or other distribution of securities convertible into REIT I Common Stock, REIT I OP Units, REIT II Common Stock or REIT II OP Units, but not including shares of REIT I Common Stock issued pursuant to the REIT I DRIP or REIT II Common Stock issued pursuant to the REIT II DRIP), or engages in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of the Parties hereunder), the Net Per Share Price and the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Net Per Share Price and the Exchange Ratio shall be deemed to be the Net Per Share Price and the Exchange Ratio as so adjusted.

Adjustment of the Merger Consideration. Between the date of this Agreement and the applicable REIT Merger Effective Time and the Partnership Merger Effective Time, as applicable, if any the issued and outstanding shares of REIT ICCIT II Common Stock, REIT I securities convertible or exchangeable into or exercisable for shares of CCIT II Common Stock, shares of GCEAR Common Stock or securities convertible, exchangeable into or exercisable for shares of GCEAR Common Stock, GCEAR Operating Partnership, REIT II Partnership Units or REIT CCIT II Operating Partnership should split, combine or otherwise reclassify the REIT I Common Stock, the REIT I OP Units, the REIT II Common Stock or the REIT II OP Units or makes shall have been changed into a dividend different number of shares or other distribution in shares securities or a different class by reason of the REIT I Common Stock, the REIT I OP Units, the REIT II Common Stock any stock split (whether forward or the REIT II OP Units (including any dividend or other distribution of securities convertible into REIT I Common Stock, REIT I OP Units, REIT II Common Stock or REIT II OP Units, but not including shares of REIT I Common Stock issued pursuant to the REIT I DRIP or REIT II Common Stock issued pursuant to the REIT II DRIPreverse), or engages in a combination, reclassification, reorganization, recapitalization recapitalization, distribution, merger or exchange or other like changesimilar transaction, or a stock dividend having a record date within such period shall have been declared, then (without limiting any other rights of the Parties hereunder), the Net Per Share Price Exchange Ratio and the Partnership Exchange Ratio Ratio, as applicable, shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Net Per Share Price Exchange Ratio and the Partnership Exchange Ratio Ratio, as applicable, shall be deemed to be the Net Per Share Price Exchange Ratio and the Partnership Exchange Ratio Ratio, respectively, as so adjusted. For the avoidance of doubt, (i) no adjustment shall be made pursuant to this Section 3.1(d) for (A) any shares of GCEAR Common Stock issued pursuant to GCEAR’s distribution reinvestment plan or (B) any shares of GCEAR Common Stock redeemed pursuant to GCEAR’s share redemption program and (ii) nothing in this Section 3.1(d) shall be construed to permit the Parties to take any action except to the extent consistent with, and not otherwise prohibited by, the terms of this Agreement.

Adjustment of the Merger Consideration. Between the date of this Agreement and the applicable Merger Effective Time, if any of REIT I, NNN REIT I Operating Partnership, or NNN REIT II or REIT II Operating Partnership should split, combine or otherwise reclassify the REIT I Common StockShares, any class of the NNN REIT I OP Units, the REIT II Common Stock or any class of the NNN REIT II OP Units Partnership Interest, or makes a dividend or other distribution in shares of the REIT I Common StockShares, the NNN REIT I OP Units, the REIT II Common Stock or the NNN REIT II OP Units Partnership Interest (including any dividend or other distribution of securities convertible into REIT I Common StockShares, NNN REIT I OP Units, REIT II Common Stock or NNN REIT II OP UnitsPartnership Interest, but not including shares of REIT I Common Stock Shares issued pursuant to the REIT I DRIP DRP or shares of NNN REIT II Common Stock issued pursuant to the NNN REIT II DRIPDRP), or engages in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of the Parties hereunder), the Net Per Share Price and the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Net Per Share Price and the Exchange Ratio shall be deemed to be the Net Per Share Price and the Exchange Ratio as so adjusted.