Common use of CONVERSION OF SPE EQUITY INTERESTS Clause in Contracts

CONVERSION OF SPE EQUITY INTERESTS. (a) Under and subject to the terms and conditions of the respective Formation Transaction Documentation, as the result of an irrevocable election indicated on a Consent Form submitted by a Pre-Formation Participant or as a result of the failure of a Pre-Formation Participant to submit a Consent Form, each Pre-Formation Participant is irrevocably bound to accept and entitled to receive, as a result of and upon consummation of the Merger or other Formation Transactions, a specified share of the sponsors’ value of the American Assets Entities as a whole in the form of the right to receive cash, REIT Shares and/or OP Units as calculated in Section 1.05(b). (b) At the Effective Time, by virtue of the Merger and without any action on the part of the Operating Partnership, the SPE or the holders of any interest in the SPE, except as set forth in Section 1.05(c), each SPE Equity Interest shall be converted automatically into the right to receive cash, OP Units and/or REIT Shares with an aggregate value equal to the portion of Equity Value represented by such SPE Equity Interest (collectively referred to as the “Merger Consideration”) and each holder that receives OP Units in the Merger shall upon receipt of such OP Units and the delivery of a Consent Form or a counterpart signature page to the Operating Partnership Agreement and such other documents and instruments as may be required in the sole discretion of the REIT to effect such holder’s admission as a limited partner of the Operating Partnership, be admitted as a limited partner of the Operating Partnership in accordance with the MLPA and the Operating Partnership Agreement. Subject to Section 1.07 and Section 2.02(c), the amount of cash, number of OP Units and/or REIT Shares comprising the Merger Consideration for each SPE Equity Interest so converted shall be as follows:

CONVERSION OF SPE EQUITY INTERESTS. (a) Under and subject to the terms and conditions of the respective Formation Transaction Documentation, as the result of an irrevocable election indicated on a Consent Form submitted by a Pre-Formation Participant or as a result of the failure of a Pre-Formation Participant to submit a Consent Form, Documentation each Pre-Formation Participant is irrevocably bound to accept and entitled to receive, as a result of and upon consummation of the Merger or other Formation Transactions, a specified share of the sponsors’ value of the American Assets Entities as a whole in the form of the right to receive cash, cash or REIT Shares and/or OP Units as calculated in Section 1.05(b). (b) 1.05. At the Effective Time, by virtue of the Merger and without any action on the part of the Operating Partnership, the SPE parties hereto or the holders of any interest in the SPE, except as set forth in Section 1.05(c1.05(b), each SPE Equity Interest shall be converted automatically into the right to receive cash, OP Units and/or cash or REIT Shares (or OP Units, as provided in clause (ii) of the following sentence) with an aggregate value equal to the portion Allocated Share of Equity Value represented by such SPE Equity Interest (collectively referred to as the “Merger Consideration”) and each holder that receives OP Units in the Merger shall shall, upon receipt of such OP Units and the delivery of a Consent Form or a counterpart signature page to the Operating Partnership Agreement and such other documents and instruments as may be required in the sole discretion of the REIT to effect such holder’s admission as a limited partner of the Operating Partnership, be admitted as a limited partner of the Operating Partnership in accordance with the MLPA Maryland Revised Uniform Limited Partnership Act and the Operating Partnership Agreement. Subject to Section 1.07 and Section 2.02(c), the amount of cash, number of OP Units and/or cash or REIT Shares comprising the Merger Consideration for each SPE Equity Interest so converted shall be as follows: