CHANGES IN REIT GENERAL PARTNER Sample Clauses

CHANGES IN REIT GENERAL PARTNER. 7.1 Transfer of the REIT General Partner’s Partnership Interest. (a) The REIT General Partner shall not transfer all or any portion of its REIT General Partnership Interest or withdraw as REIT General Partner except as provided in, or in connection with a transaction contemplated by, Sections 7.1(c), 7.1(d) or 7.1(e). (b) The REIT General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 6.4(b) or Section 7.1(d) or 7.1(e) hereof, the REIT General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets (other than in connection with a change in the REIT General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the REIT General Partner (a “Transaction”), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests and the consent of the Special GP Interest Holder is obtained; (ii) as a result of such Transaction: (A) all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (1) exercised its OP Unit Redemption Right and (2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the OP Unit Redemption Right immediately prior to the expiration of the Offer and (B) the Special GP Interest Holder will receive for the Special GP Interest an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 5.2(b) or Section 6.12 hereof, as applicable; or (iii) the REIT General Partner is the surviving entity in the Transaction a...