Common use of Effect on Membership Interests Clause in Contracts

Effect on Membership Interests. (a) In connection with the Merger and related transactions, DF REIT and the OP have previously delivered to each Member the CEM, including the Election Form, pursuant to which, among other things, in connection with the Merger and subject to certain conditions and eligibility requirements set forth in the CEM, DF REIT and the OP offered each Member the option to receive as consideration in the Merger either (i) cash, (ii) if eligible, OP Units, or (iii) if eligible, a combination of the two, in exchange for each such Member’s Membership Interests. (b) At the Effective Time, by virtue of the Merger and the duly executed Election Form submitted by each Member as of the date hereof, and without any further action on the part of any such Member (with certain terms defined in Exhibit C hereto): (i) Each Member who has validly elected to receive cash pursuant to an Election Form shall be entitled to receive an amount of cash equal to (x) the product of (A) the Member’s Share of the Aggregate Exchange Amount multiplied by (B) such Member’s Cash Percentage multiplied by (C) 92.0%, less (y) any amount the OP determines it may be required to withhold for tax purposes; and (ii) Each eligible Member who has validly elected to receive OP Units pursuant to an Election Form shall be entitled to receive a number of OP Units equal to (x) the product of (A) the Member’s Share of the Aggregate Exchange Amount multiplied by (B) such Member’s OP Unit Percentage divided by (y) the initial public offering price of a share of DF REIT common stock.

Effect on Membership Interests. (a) In connection with the Merger and related transactions, DF REIT and the OP have previously delivered to each Member the CEM, including the Election Form, pursuant to which, among other things, in connection with the Merger and subject to certain conditions and eligibility requirements set forth in the CEM, DF REIT and the OP offered each Member the option to receive as consideration in the Merger either (i) cash, (ii) if eligible, OP Units, or (iii) if eligible, a combination of the two, in exchange for each such Member’s Membership Interests. (b) At the Effective Time, by virtue of the Merger and the duly executed Election Form submitted by each Member as of the date hereof, and without any further action on the part of any such Member (with certain terms defined in Exhibit C B hereto): (i) Each Member who has validly elected to receive cash pursuant to an Election Form shall be entitled to receive an amount of cash equal to (x) the product of (A) the Member’s Share of the Aggregate Exchange Amount multiplied by (B) such Member’s Cash Percentage multiplied by (C) 92.0%, less (y) any amount the OP determines it may be required to withhold for tax purposes; and (ii) Each eligible Member who has validly elected to receive OP Units pursuant to an Election Form shall be entitled to receive a number of OP Units equal to (x) the product of (A) the Member’s Share of the Aggregate Exchange Amount multiplied by (B) such Member’s OP Unit Percentage divided by (y) the initial public offering price of a share of DF REIT common stock.