Common use of Conversion of Units Clause in Contracts

Conversion of Units. (1) Subject to the further provisions of this Section 4.2(e) and -------------- the provisions of Sections 8.6 and 11.7, beginning one year after the ------------ ---- Effective Date or earlier with the written consent of the General Partner (except as otherwise contractually restricted), the General Partner hereby grants to each Limited Partner the right (the "Conversion Right") to exchange any or all of the Partnership Units ----------------- held by that Partner for Common Shares, with one Partnership Unit being exchangeable for one Common Share; provided, however, that in -------- ------- the event the General Partner issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the "Common Share ------------ Rights") then (except to the extent such rights have already been ------ reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Converting Partner shall also be ----------------- entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. The Conversion Right may be exercised by a Limited Partner (a "Converting Partner") ------------------ at any time beginning one year after the Effective Date (or earlier upon the written consent of the General Partner) and from time to time by delivering a Notice of Conversion to the General Partner not less than ten (10) days prior to such exchange. The General Partner shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of Partnership Units for Common Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Partnership Units not owned by the General Partner. No Limited Partner shall, solely by virtue of being the holder of one or more Partnership Units, be deemed to be a shareholder of or have any other interest in the General Partner. (2) In the event of any change in the Unit Adjustment Factor, the number of Partnership Units held by each Partner shall be proportionately adjusted by multiplying the number of Partnership Units held by such Partner immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Partnership Unit remains exchangeable for one Common Share without dilution. In the event the General Partner issues any Common Shares in exchange for Partnership Units pursuant to this Section 4.2(e), any such Partnership Units so acquired by the -------------- General Partner shall immediately thereafter be canceled by the Partnership and the Partnership shall issue to the General Partner new Partnership Units pursuant to Section 4.2(c) hereof. Each Converting -------------- Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Conversion Right. Notwithstanding the foregoing provisions of this Section 4.2(e), a Limited Partner shall not have -------------- the right to exchange Partnership Units for Common Shares if (i) in the opinion of counsel for the General Partner, the General Partner would, as a result thereof, no longer qualify (or it would be more likely than not that the General Partner no longer would qualify) as a REIT; or (ii) such exchange would in the opinion of counsel for the General Partner, constitute or be more likely than not to constitute a violation of applicable securities laws.

Conversion of Units. (1) Subject to the further provisions of this Section 4.2(e) and -------------- the provisions of Sections 8.6 and 11.7, beginning one year after the ------------ ---- Effective Date or earlier with the written consent of the General Partner (except as otherwise contractually restricted), the General Partner hereby grants to each Limited Partner the right (the "Conversion Right") to exchange any or all of the Partnership Units ----------------- held by that Partner for Common Shares, with one Partnership Unit being exchangeable for one Common Share; provided, however, that in -------- ------- the event the General Partner issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the "Common Share ------------ Rights") then (except to the extent such rights have already been ------ reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Converting Partner shall also be ----------------- entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. The Conversion Right may be exercised by a Limited Partner (a "Converting Partner") ------------------ at any time beginning one year after the Effective Date (or earlier upon the written consent of the General Partner) and from time to time by delivering a Notice of Conversion to the General Partner not less than ten (10) days prior to such exchange. The General Partner shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of Partnership Units for Common Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Partnership Units not owned by the General Partner. No Limited Partner shall, solely by virtue of being the holder of one or more Partnership Units, be deemed to be a shareholder of or have any other interest in the General Partner. (2) In the event of any change in the Unit Adjustment Factor, the number of Partnership Units held by each Partner shall be proportionately adjusted by multiplying the number of Partnership Units held by such Partner immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Partnership Unit remains exchangeable for one Common Share without dilution. In the event the General Partner issues any Common Shares in exchange for Partnership Units pursuant to this Section 4.2(e), any such Partnership Units so acquired by the -------------- General Partner shall immediately thereafter be canceled by the Partnership and the Partnership shall issue to the General Partner new Partnership Units pursuant to Section 4.2(c) hereof. Each Converting -------------- Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Conversion Right. Notwithstanding the foregoing provisions of this Section 4.2(e), a Limited Partner shall not have -------------- the right to exchange Partnership Units for Common Shares if (i) in the opinion of counsel for the General Partner, the General Partner would, as a result thereof, no longer qualify (or it would be more likely than not that the General Partner no longer would qualify) as a REIT; or (ii) such exchange would in the opinion of counsel for the General Partner, constitute or be more likely than not to constitute a violation of applicable securities laws.--------------

Conversion of Units. (1a) Subject to the further provisions of this Section 4.2(e) 4.2.2 and -------------- the provisions of Sections 8.6 and 11.7subject to Section 8.6, beginning one year after the ------------ ---- Effective Date or earlier with the written consent of the General Partner (except as otherwise contractually restricted), the General Partner hereby grants to each Limited Partner shall have the right (the "Conversion Right") to exchange any or all of the Partnership Limited Partner Units ----------------- held by that Partner for Common Shares, with one Partnership Limited Partner Unit (as adjusted pursuant to 4.2.2(b)) being exchangeable for one Common fully paid, non-assessable Share; provided, however, that in -------- ------- the event the General Partner issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the "Common Share ------------ Rights") then (except to the extent such rights have already been ------ reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Converting Partner shall also be ----------------- entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. The Conversion Right may be exercised by a Limited Partner (a "Converting Partner") ------------------ at any time beginning one year after the Effective Date (or earlier upon the written consent first anniversary date of the General Partner) issuance of the Limited Partner Unit that is the subject of such Notice of Conversion and from time to time thereafter by delivering such Notice of Conversion in the form attached as Exhibit C to the General Partner. Upon receipt by the General Partner of a Notice of Conversion, on the Specified Conversion to Date the General Partner not less than ten (10) days prior shall issue to such exchangethe Converting Partner the number of Shares equal to the number of Limited Partner Units to be exchanged. The General Partner shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of Partnership Limited Partner Units for Common Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Partnership Units not owned by the General PartnerLimited Partner Units. No Limited Partner shall, solely by virtue of being the holder of one or more Partnership Limited Partner Units, be deemed to be a shareholder of or have any other interest in the General Partner. (2b) In the event For purposes of any change in the Unit Adjustment Factorthis Section 4.2.2, the number of Partnership Limited Partner Units held exchanged by each any Limited Partner shall be proportionately adjusted by multiplying the number of Partnership Limited Partner Units held being exchanged by such Limited Partner immediately prior to the change in by the Unit Adjustment Factor by the new Unit Adjustment Factor; , the intent of this provision is that one Partnership Limited Partner Unit (as adjusted) remains exchangeable for one Common Share without dilution. In the event the General Partner issues any Common Shares in exchange for Partnership Limited Partner Units pursuant to this Section 4.2(e)4.2.2, any such Partnership Limited Partner Units so acquired by the -------------- General Partner shall immediately thereafter be canceled owned by the Partnership and the Partnership shall issue to the General Partner new Partnership as Limited Partner Units pursuant to Section 4.2(c) hereof. for all purposes of this Agreement, except for those actions requiring the vote of the Limited Partners or Limited Partner Consent Each Converting -------------- Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Conversion Right. (c) On any Specified Conversion Date occurring on or prior to the tenth anniversary of the issuance of the Limited Partner Unit that is the subject of such Notice of Conversion, the Partnership shall pay in cash to any Converting Partner the then unreturned balances in the Accrual Accounts and Unpaid Distribution Accounts maintained for the Limited Partner Units that are the subject of the Notice of Conversion. (d) On any Specified Conversion Date occurring after the tenth anniversary of the issuance of the Limited Partner Unit that is the subject of such Notice of Conversion, the Partnership shall pay in cash to any Converting Partner the then unreturned balances in the. Notwithstanding Accrual Accounts and Unpaid Distribution Accounts maintained for the foregoing provisions Limited Partner Units that are the subject of this Section 4.2(e)the Notice of Conversion; provided, however, that no such payment of the then unreturned balances in such Accrual Accounts and Unpaid Distribution Accounts shall be required if the Value of a Share for which a Limited Partner shall not have -------------- Unit is exchangeable pursuant to a Limited Partner's Conversion Right is at least 110 percent of the right to exchange Partnership Units for Common Shares if sum of (i) in the opinion quotient obtained by dividing the Converting Partner's Capital Contribution as set forth on Exhibit A by the number of counsel for Limited Partner Units (multiplied by the General Partner, the General Unit Adjustment Factor) originally held by such Partner would, as a result thereof, no longer qualify (or it would be more likely than not that the General Partner no longer would qualify) as a REIT; or and (ii) such exchange would the then unreturned balances per Limited Partner Unit (as adjusted by the Unit Adjustment Factor) in the opinion of counsel Accrual Accounts and Unpaid Distribution Accounts maintained for the General Partner, constitute or be more likely than not to constitute a violation Partnership Units that are the subject of applicable securities lawsthe Notice of Conversion.

Conversion of Units. (1) Subject to the further provisions of this Section 4.2(e) and -------------- the provisions of Sections 8.6 and 11.7, beginning one year after the ------------ ---- Effective Date or earlier with the written consent of the General Partner (except as otherwise contractually restricted), the General Partner hereby grants to each Limited Partner the right (the "Conversion Right") to exchange any or all of the Partnership Units ----------------- held by that Partner for Common Shares, with one Partnership Unit being exchangeable for one Common Share; provided, however, that in -------- ------- the event the General Partner issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the "Common Share ------------ Rights") then (except to the extent such rights have already been ------ reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Converting Partner shall also be ----------------- entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. The Conversion Right may be exercised by a Limited Partner (a "Converting Partner") ------------------ at any time beginning one year after the Effective Date (or earlier upon the written consent of the General Partner) and from time to time by delivering a Notice of Conversion to the General Partner not less than ten (10) days prior to such exchange. The General Partner shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of Partnership Units for Common Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Partnership Units not owned by the General Partner. No Limited Partner shall, solely by virtue of being the holder of one or more Partnership Units, be deemed to be a shareholder of or have any other interest in the General Partner. (2) In the event of any change in the Unit Adjustment Factor, the number of Partnership Units held by each Partner shall be proportionately adjusted by multiplying the number of Partnership Units held by such Partner immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Partnership Unit remains exchangeable for one Common Share without dilutiondilution (including any securities for which Shares are exchanged in a transaction contemplated by Section 11.2(c)). In the event the General Partner issues any Common Shares in exchange for Partnership Units pursuant to this Section 4.2(e), any such Partnership Units so acquired by the -------------- General Partner shall immediately thereafter be canceled by the Partnership and the Partnership shall issue to the General Partner new Partnership Units pursuant to Section 4.2(c) hereof. Each Converting -------------- Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Conversion Right. Notwithstanding the foregoing provisions of this Section 4.2(e), a Limited Partner shall not have -------------- the right to exchange Partnership Units for Common Shares if (i) in the opinion of counsel for the General Partner, the General Partner would, as a result thereof, no longer qualify (or it would be more likely than not that the General Partner no longer would qualify) as a REIT; or (ii) such exchange would in the opinion of counsel for the General Partner, constitute or be more likely than not to constitute a violation of applicable securities laws.

Conversion of Units. (1) Subject to the further provisions of this Section 4.2(e) and -------------- the provisions of Sections 8.6 and 11.7, beginning one year after the ------------ ---- Effective Date or earlier with the written consent of the General Partner (except as otherwise contractually restricted)Section 8.6, the General Partner hereby grants to each Limited Partner the right (the "Conversion Right") to exchange any or all of the Partnership Units ----------------- held by that Partner for Common Shares, with one Partnership Unit being exchangeable for one Common Share; provided, however, that in -------- ------- the event the General Partner issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the "Common Share ------------ Rights") then (except to the extent such rights have already been ------ reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Converting Partner shall also be ----------------- entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. The Conversion Right may be exercised by a Limited Partner (a "Converting Partner") ------------------ at any time beginning one year after the Effective Date (or earlier upon the written consent of the General Partner) and from time to time by delivering a Notice of Conversion to the General Partner not less than ten (10) 10 days prior to such exchange. The General Partner shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of Partnership Units for Common Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Partnership Units not owned by the General Partner. No Limited Partner shall, solely by virtue of being the holder of one or more Partnership Units, be deemed to be a shareholder of or have any other interest in the General Partner. (2) In the event of any change in the Unit Adjustment Factor, the number of Partnership Units held by each Partner shall be proportionately adjusted by multiplying the number of Partnership Units held by such Partner immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Partnership Unit remains exchangeable for one Common Share without dilution. In the event the General Partner issues any Common Shares in exchange for Partnership Units pursuant to this Section 4.2(e), any such Partnership Units so acquired by the -------------- General Partner shall immediately thereafter be canceled by the Partnership and the Partnership shall issue to the General Partner new Partnership Units pursuant to Section 4.2(c) hereof). Each Converting -------------- Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Conversion Right. Notwithstanding the foregoing provisions of this Section 4.2(e), a Limited Partner shall not have -------------- the right to exchange Partnership Units for Common Shares if (i) in the opinion of counsel for the General Partner, the General Partner would, as a result thereof, no longer qualify (or it would be more likely than not that there is a material risk the General Partner no longer would qualify) as a REIT; or (ii) such exchange would in the opinion of counsel for the General Partner, constitute or be more likely than not to constitute a violation of applicable securities laws.

Conversion of Units. (1) Subject to the further provisions of this Section 4.2(e) and -------------- the provisions of Sections 8.6 and 11.7, beginning one year after the ------------ ---- Effective Date or earlier with the written consent of the General Partner (except as otherwise contractually restricted)Section 8.6, the General Partner hereby grants to each Limited Partner the right (the "Conversion Right") to exchange any or all of the Partnership Units ----------------- held by that Partner for Common Shares, with one Partnership Unit being exchangeable for one Common Share; provided, however, that in -------- ------- the event the General Partner issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the "Common Share ------------ Rights") then (except to the extent such rights have already been ------ reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Converting Partner shall also be ----------------- entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. The Conversion Right may be exercised by a Limited Partner (a "Converting Partner") ------------------ at any time beginning one year after the Effective Date (or earlier upon the written consent of the General Partner) and from time to time by delivering a Notice of Conversion to the General Partner not less than ten (10) 10 days prior to such exchange. The General Partner shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of Partnership Units for Common Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Partnership Units not owned by the General Partner. No Limited Partner shall, solely by virtue of being the holder of one or more Partnership Units, be deemed to be a shareholder of or have any other interest in the General Partner. (2) In the event of any change in the Unit Adjustment Factor, the number of Partnership Units held by each Partner shall be proportionately adjusted by multiplying the number of Partnership Units held by such Partner immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Partnership Unit remains exchangeable for one Common Share without dilution. In the event the General Partner issues any Common Shares in exchange for Partnership Units pursuant to this Section 4.2(e), any such Partnership Units so acquired by the -------------- General Partner shall immediately thereafter be canceled by the Partnership and the Partnership shall issue to the General Partner new Partnership Units pursuant to Section 4.2(c) hereof). Each Converting -------------- Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Conversion Right. . (3) Notwithstanding the foregoing provisions of this Section 4.2(e), a Limited Partner shall not have -------------- the right to exchange Partnership Units for Common Shares if (i) in the opinion of counsel for the General Partner, the General Partner would, as a result thereof, no longer qualify (or it would be more likely than not that there is a material risk the General Partner no longer would qualify) as a REIT; or (ii) such exchange would in the opinion of counsel for the General Partner, constitute or be more likely than not to constitute a violation of applicable securities laws. Additionally, in furtherance of the preceding, no Partner shall have the right to exchange Partnership Units for Common Shares or Preferred Shares if, immediately after the exchange, the Partner would actually or constructively (pursuant to Sections 856(a)(6) and 856(h)) own more than five percent (5%) of the Shares of Beneficial Interest of the General Partner, provided, however, that the Initial Limited Partners, may, in the aggregate, actually and constructively (pursuant to Sections 856(a)(6) and 856(h) of the Code) own, immediately after the exchange, up to but not exceeding nineteen percent (19%) of the Shares of Beneficial Interest of the General Partner.

Conversion of Units. (1) Subject to the further provisions of this Section 4.2(e4.2(b) and -------------- the provisions of Sections 8.6 and 11.7subject to Section 8.6, beginning one year after on the ------------ ---- Effective Date or earlier with the written consent of the General Partner date hereof (except as otherwise contractually restricted), the General Partner hereby grants to each Limited Partner shall have the right (the "Conversion Right") to exchange any or all of the Partnership Units ----------------- held by that Partner for Common Shares, with one Partnership Unit being exchangeable for one Common Share; provided, however, that in -------- ------- the event the General Partner issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the "Common Share ------------ Rights") then (except to the extent such rights have already been ------ reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Converting Partner shall also be ----------------- entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. The Conversion Right may be exercised by a Limited Partner (a "Converting Partner") ------------------ with respect to any Partnership Unit owned by such Limited Partner at any time beginning one year after the Effective Date (or earlier upon the written consent first anniversary date of the General Partner) date of issuance of such Partnership Unit and from time to time thereafter by delivering a Notice of Conversion to the Partnership. Upon receipt by the Partnership of a Notice of Conversion, on the Specified Conversion Date (i) the Converting Partner shall transfer to the Partnership the number of Partnership Units to be exchanged, (ii) the Partnership will further transfer such Partnership Units to ATLANTIC in exchange for a number of Shares equal to the number of Partnership Units being exchanged (multiplied by the Unit Adjustment Factor), (iii) ATLANTIC will contribute such Partnership Units to the General Partner not less than ten whereupon such Partnership Units shall become a part of the General Partnership Interest and (10iv) days prior upon receipt by the Partnership of the Shares, the Partnership will deliver such Shares to such exchangethe Converting Partner. The General Partner ATLANTIC shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of Partnership Units for Common Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Partnership Units not owned by the General Partner. No Limited Partner shall, solely by virtue of being the holder of one or more Partnership Units, be deemed to be a shareholder of or have any other interest in the General PartnerATLANTIC. (2) In the event For purposes of any change in the Unit Adjustment Factorthis Section 4.2(b), the number of Partnership Units held exchanged by each any Partner shall be proportionately adjusted by multiplying the number of Partnership Units held being exchanged by such Partner immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Partnership Unit remains exchangeable for one Common Share without dilutiondilution (including any securities for which Shares are exchanged in a transaction contemplated by Section 11.2(b)). In the event the General Partner ATLANTIC issues any Common Shares in exchange for Partnership Units pursuant to this Section 4.2(e4.2(b), any such Partnership Units so acquired by the -------------- General Partner shall immediately thereafter be canceled by the Partnership ATLANTIC and the Partnership shall issue contributed to the General Partner new shall thereafter be owned by the General Partner as General Partnership Units pursuant to Section 4.2(c) hereoffor all purposes of this Agreement. Each Converting -------------- Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Conversion Right. Notwithstanding the foregoing provisions of this Section 4.2(e4.2(b), a Limited Partner shall not have -------------- the right to exchange Partnership Units for Common Shares if (i) in the opinion of counsel for the General PartnerATLANTIC, the General Partner ATLANTIC would, as a result thereof, no longer qualify (or it would be more likely than not that the General Partner there is a material risk ATLANTIC no longer would qualify) as a REIT; or (ii) such exchange would would, in the opinion of counsel for the General PartnerATLANTIC, constitute or be more likely than not to constitute a violation of applicable securities laws.