Common use of Class A Common Unit Transactions Clause in Contracts

Class A Common Unit Transactions. If the Partnership or the General Partner shall be a party to any Class A Common Unit Transaction, as defined below (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Class A Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any Class A Common Unit Transaction which constitutes an Adjustment Event) in each case as a result of which Class A Common Units shall be exchanged for or converted into the right, or the holders of such Class A Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Class A Common Unit Transaction”), then the General Partner shall, immediately prior to the Class A Common Unit Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Class A Common Unit Transaction or that would occur in connection with the Class A Common Unit Transaction if the assets of the Partnership were sold at the Class A Common Unit Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Class A Common Unit Transaction (in which case the Conversion Date shall be the effective date of the Class A Common Unit Transaction). In anticipation of such Forced Conversion and the consummation of the Class A Common Unit Transaction, the Partnership shall use commercially reasonable efforts to cause each LTIP Unitholder to be afforded the right to receive in connection with such Class A Common Unit Transaction in consideration for the Class A Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Class A Common Unit Transaction by a holder of the same number of Class A Common Units, assuming such holder of Class A Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that holders of Class A Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Class A Common Unit Transaction, prior to such Class A Common Unit Transaction the General Partner shall give prompt written notice to each LTIP Unitholder of such election, and shall use commercially reasonable efforts to afford the LTIP Unitholders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such holder into Class A Common Units in connection with such Class A Common Unit Transaction. If an LTIP Unitholder fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a Class A Common Unit would receive if such Class A Common Unit holder failed to make such an election. Subject to the rights of the Partnership and the General Partner under any Vesting Agreement and any Equity Incentive Plan, the Partnership shall use commercially reasonable effort to cause the terms of any Class A Common Unit Transaction to be consistent with the provisions of this Section 4.7.F and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders whose LTIP Units will not be converted into Class A Common Units in connection with the Class A Common Unit Transaction that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Class A Common Unit Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Class A Common Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Unitholders.

Class A Common Unit Transactions. If the Partnership Company or the General Partner Initial Member shall be a party to any Class A Common Unit Transaction, as defined below (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Class A Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any Class A Common Unit Transaction which constitutes an Adjustment Event) in each case as a result of which Class A Common Units shall be exchanged for or converted into the right, or the holders of such Class A Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Class A Common Unit Transaction”), then the General Partner shall, immediately prior to the Class A Common Unit Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Class A Common Unit Transaction or that would occur in connection with the Class A Common Unit Transaction if the assets of the Partnership were sold at the Class A Common Unit Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Class A Common Unit Transaction (in which case the Conversion Date shall be the effective date of the Class A Common Unit Transaction). In anticipation of such Forced Conversion and the consummation of the Class A Common Unit Transaction, the Partnership Company shall use commercially reasonable efforts to cause each LTIP Unitholder holder of Option Units to be afforded the right to receive in connection with such Class A Common Unit Transaction in consideration for the Class A Common Units into which his or her Vested Option Units are then convertible (after a conversion to Vested LTIP Units will be converted Units) the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Class A Common Unit Transaction by a holder of the same number of Class A Common Units, assuming such holder of Class A Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate Affiliate of a Constituent Person. In the event that holders of Class A Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Class A Common Unit Transaction, prior to such Class A Common Unit Transaction Transaction, the General Partner Initial Member or the Company, as the case may be, shall give prompt written notice to each LTIP Unitholder holder of Option Units of such electionopportunity, and shall use commercially reasonable efforts to afford the LTIP Unitholders such holders the right to elect, by written notice to the General PartnerCompany, the form or type of consideration to be received upon conversion of each LTIP Option Unit (if then convertible pursuant to this Paragraph 6) held by such holder into Class A Common Units in connection with such Class A Common Unit Transaction. If an LTIP Unitholder a holder fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Option Unit then convertible pursuant to this Paragraph 6 and held by him or her such holder (or by any of his or her transferees) the same kind and amount of consideration that a holder of a Class A Common Unit would receive if such Class A Common Unit holder failed to make such an election. Subject to the rights of the Partnership and the General Partner under any Vesting Award Agreement and any applicable Equity Incentive Plan, to the Partnership extent any Option Units are then outstanding, the Company shall use commercially reasonable effort efforts to cause the terms of any Class A Common Unit Transaction to be consistent with the provisions of this Section 4.7.F section G of Paragraph 6 of this Exhibit G and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders holders whose LTIP Option Units will are not be converted then convertible into Class A Common Units in connection with the Class A Common Unit Transaction that will (i) contain provisions enabling the holders of LTIP Option Units that remain outstanding after such Class A Common Unit Transaction to convert their LTIP Option Units into securities as comparable as reasonably possible under the circumstances to the Class A Common Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Unitholdersholders of Option Units.

Class A Common Unit Transactions. If the Partnership Company or the General Partner Initial Member shall be a party to any Class A Common Unit Transaction, as defined below (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Class A Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any Class A Common Unit Transaction which constitutes an Adjustment Event) in each case as a result of which Class A Common Units shall be exchanged for or converted into the right, or the holders of such Class A Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Class A Common Unit Transaction”), then the General Partner shall, immediately prior to the Class A Common Unit Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Class A Common Unit Transaction or that would occur in connection with the Class A Common Unit Transaction if the assets of the Partnership were sold at the Class A Common Unit Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Class A Common Unit Transaction (in which case the Conversion Date shall be the effective date of the Class A Common Unit Transaction). In anticipation of such Forced Conversion and the consummation of the Class A Common Unit Transaction, the Partnership Company shall use commercially reasonable efforts to cause each LTIP Unitholder to be afforded the right to receive in connection with such Class A Common Unit Transaction in consideration for the Class A Common Units into which his or her Vested LTIP Units will be converted are then convertible the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Class A Common Unit Transaction by a holder of the same number of Class A Common Units, assuming such holder of Class A Common Units is not a Person with which the Partnership Company consolidated or into which the Partnership Company merged or which merged into the Partnership Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate Affiliate of a Constituent Person. In the event that holders of Class A Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Class A Common Unit Transaction, prior to such Class A Common Unit Transaction Transaction, the General Partner Initial Member or the Company, as the case may be, shall give prompt written notice to each LTIP Unitholder of such electionopportunity, and shall use commercially reasonable efforts to afford the LTIP Unitholders the right to elect, by written notice to the General PartnerCompany, the form or type of consideration to be received upon conversion of each LTIP Unit (if then convertible pursuant to this Paragraph 7) held by such holder into Class A Common Units in connection with such Class A Common Unit Transaction. If an LTIP Unitholder fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Unit then convertible pursuant to this Paragraph 7 and held by him or her such holder (or by any of his or her transferees) the same kind and amount of consideration that a holder of a Class A Common Unit would receive if such Class A Common Unit holder failed to make such an election. Subject to the rights of the Partnership and the General Partner under any Vesting Award Agreement and any applicable Equity Incentive Plan, to the Partnership extent any LTIP Units are then outstanding, the Company shall use commercially reasonable effort efforts to cause the terms of any Class A Common Unit Transaction to be consistent with the provisions of this Section 4.7.F section F of Paragraph 7 of this Exhibit F and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders whose LTIP Units will are not be converted then convertible into Class A Common Units in connection with the Class A Common Unit Transaction that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Class A Common Unit Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Class A Common Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Unitholders.. Attachment A to EXHIBIT F NOTICE OF ELECTION BY MEMBER TO CONVERT LTIP UNITS INTO CLASS A COMMON UNITS The undersigned holder of LTIP Units hereby irrevocably (i) elects to convert _____________ LTIP Units in Welltower OP LLC (the “Company”) into Class A Common Units in accordance with the terms of the Limited Liability Company Agreement of the Company, as amended; and (ii) directs that any cash in lieu of Class A Common Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Company; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder: (Please Print: Exact Name as Registered with Company) Number of LTIP Units to be Converted: Conversion Date: (Signature of Holder: Sign Exact Name as Registered with Company) (Street Address) (City) (State) (Zip Code) EXHIBIT G DESIGNATION OF THE PREFERENCES, RIGHTS, RESTRICTIONS AND OTHER TERMS AND CONDITIONS OF THE OPTION UNITS The following are the terms of the Option Units: