Common use of Exchange Upon Specified Transactions Clause in Contracts

Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all holders of the Common Stock any rights, warrants or options entitling them for a period of not more than forty five (45) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 10% of the average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the Issuer must notify the Holders of Notes at least forty (40) Scheduled Trading Days prior to the ex-dividend date for such distribution described in clause (1) or clause (2). Following the issuance of such notice, Holders may surrender their Notes for exchange at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or an announcement that such distribution will not take place; provided, however, that no adjustment to the ability of the Holders of Notes to exchange their Notes will be made if the Holders of Notes, as a result of holding the Notes, are entitled to participate at the same time as Common Stock holders participate in such transaction or distribution as if such Holders of the Notes held a number shares of Common Stock equal to the Applicable Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder, without having to exchange their Notes. The “ex-dividend date” means, with respect to any distribution on shares of Common Stock, the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. In addition, (1) if the Guarantor is a party to a share exchange or tender offer, liquidation, consolidation, recapitalization, reclassification, combination or merger, or a sale or lease or other transfer of all or substantially all of its respective properties and assets, or a series of related transactions or events, in each case pursuant to which all of the outstanding Common Stock would be exchanged for, converted into or constitute solely the right to receive cash, securities or other property, or (2) if a Designated Event occurs, a Holder may surrender its Notes for exchange at any time from and including the date that is forty (40) Business Days prior to the anticipated effective time of the transaction or event up to and including thirty-five (35) Business Days after the actual date of such transaction or event, unless such transaction also constitutes a Designated Event, in which case the Notes may be surrendered for exchange until the related Designated Event Repurchase Date. The Issuer will notify Holders of Notes as promptly as reasonably practicable following the date such transaction or event is publicly announced (but in no event less than forty (40) Business Days prior to the effective time of such transaction or event). If the Guarantor is a party to a consolidation, merger, binding share exchange, reclassification or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which all of the Common Stock is exchanged for cash, securities or other property, then at the effective time of the transaction, the Daily VWAP, each Daily Settlement Amount and each Daily Exchange Value will be calculated based on the kind and amount of cash, securities or other property that a holder of such a number of shares of Common Stock equal to the Applicable Exchange Rate would have received in such transaction. For purposes of the foregoing, where a consolidation, merger or binding share exchange involves a transaction that causes shares of Common Stock to be exchanged into the right to receive more than a single type of consideration based upon any form of shareholder election, such consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election.

Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all holders of the Common Stock any rights, warrants or options entitling them for a period of not more than forty up to forty-five (45) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement declaration date of such issuancedistribution; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 10% of the average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, ; the Issuer must notify the Holders of Notes at least forty twenty (4020) Scheduled Trading Days calendar days prior to the ex-dividend date for such distribution described in clause (1) or clause (2)distribution. Following the issuance of such notice, Holders may surrender their Notes for exchange at any time until the earlier of the close of business on the Business Day prior to immediately preceding the ex-dividend date or an announcement that such distribution will not take place; provided, however, that no adjustment a Holder may not exchange its Notes pursuant to this Section 13.01(a)(iv) if such Holder participates in the ability distribution, without exchange of the Holders of Notes to exchange their Notes will be made if the Holders of its Notes, as a result of holding the Notes, are entitled to participate at the same time as Common Stock holders participate in such transaction or distribution as if such Holders of Holder held on the Notes held date such distribution is made a number of shares of Common Stock equal to a fraction the Applicable numerator of which is the product of the Exchange RateRate in effect on the ex-dividend date for such distribution, multiplied by and the aggregate principal amount (expressed in thousands) of Notes held by such Holder, without having to exchange their NotesHolder and the denominator of which is one thousand ($1,000). The “ex-dividend date” means, with respect to any distribution on shares of Common Stock, the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. In addition, (1) if the Guarantor is a party to (1) a share exchange or tender offer, liquidation, consolidation, recapitalization, reclassification, combination or merger, or a sale or lease or other transfer of all or substantially all of its respective properties and assets, or a series of related transactions or events, in each case pursuant to which all of the outstanding Common Stock would be exchanged for, be converted into or constitute solely the right to receive cash, securities or other property, or (2) if a Designated Event occursEvent, a Holder may surrender its Notes for exchange at any time from and including the date that is forty fifteen (4015) Business Days prior to the anticipated effective time of the transaction or event up to and including thirty-five (355) Business Days after the actual date of such transaction or event, unless such transaction also constitutes a Designated Event, in which case the Notes may be surrendered for exchange until the related Designated Event Repurchase Date. The Issuer will notify Holders of Notes as promptly as reasonably practicable following the date such transaction or event is publicly announced (but in no event less than forty fifteen (4015) Business Days prior to the effective time of such transaction or event). If the Guarantor is a party to a share exchange or tender offer, liquidation, consolidation, recapitalization, reclassification, combination or merger, binding share exchange, reclassification or a sale or conveyance lease or other transfer of all or substantially all of its properties and assets, in each case pursuant to which all of the outstanding Common Stock is exchanged for cash, securities or other propertyproperty (the “Reference Property”), then at the effective time of the transaction, transaction any exchange of Notes and the Daily VWAP, each Daily Settlement Amount and each Daily Exchange Value will be calculated based on the kind and amount of cash, securities or other property Reference Property that a holder Holder of Notes would have received if such Holder had, immediately prior to the effective time of such transaction, exchanged its Notes for a number of shares of Common Stock equal to a fraction the Applicable numerator of which is the product of the Exchange Rate would have received in effect immediately prior to the effective time of such transaction, and the aggregate principal amount of Notes held by such Holder and the denominator of which is one thousand ($1,000). For purposes of In the foregoing, where a consolidation, merger or binding share exchange involves a transaction that causes shares event holders of Common Stock have the opportunity to elect the form of consideration to be exchanged received in any such transaction or event, then from and after the effective date of such transaction or event, the Notes shall be exchangeable into the right to receive more than a single type of consideration based upon any form of shareholder election, such consideration will be deemed to be the weighted average of the types and amounts amount of consideration received by the holders Holders of the Common Stock that affirmatively make such an election.

Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all holders of the Common Stock any Shares of Beneficial Interest rights, warrants or options entitling them for a period of not more than up to forty five (45) days after the issuance thereof to subscribe for or purchase Common Stock Shares of Beneficial Interest at an exercise price per share Share of Common Stock Beneficial Interest less than the Closing Sale Price of Common Stock the Shares of Beneficial Interest on the Business Day immediately preceding the time of announcement declaration date of such issuancedistribution; or (2) distribute to all holders of Common Stock Shares of Beneficial Interest assets, debt securities or certain rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 1015% of the average of the Closing Sale Prices of the Common Stock Shares of Beneficial Interest for the five (5) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the then: (A) The Issuer must notify the Exchange Agent and the Holders of Notes at least forty twenty (4020) Scheduled Trading Days calendar days prior to the ex-dividend date for such distribution described in clause distribution. (1B) or clause (2). Following the issuance of such notice, Holders may surrender their Notes for exchange at any time until the earlier of the close of business on the Business Day prior to immediately preceding the ex-dividend date or an announcement that such distribution will not take place; provided, however, that no adjustment a Holder may not exchange its Notes pursuant to this Section 13.01(a)(iv) if such Holder participates in the ability distribution, without exchange of the Holders of Notes to exchange their Notes will be made if the Holders of its Notes, as a result of holding the Notes, are entitled to participate at the same time as Common Stock holders participate in such transaction or distribution as if such Holders Holder held on the date such distribution is made a number of Shares of Beneficial Interest equal to a fraction the numerator of which is the product of the Notes held a number shares of Common Stock equal to Exchange Rate in effect on the Applicable Exchange Rateex-dividend date for such distribution, multiplied by and the aggregate principal amount (expressed in thousands) of Notes held by such Holder, without having to exchange their NotesHolder and the denominator of which is one thousand dollars ($1,000). The “ex-dividend date” means, with respect to any distribution on shares the Shares of Common StockBeneficial Interest, the first date upon which a sale of the Common Stock Shares of Beneficial Interest does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock Shares of Beneficial Interest to its buyer. In addition, (1) if the Guarantor is a party to (1) a share exchange or tender offer, liquidation, consolidation, recapitalization, reclassification, combination or merger, or a sale or lease or other transfer of all or substantially all of its respective properties and assets, or a series of related transactions or events, in each case pursuant to which all of the outstanding Common Stock Shares of Beneficial Interest would be exchanged for, be converted into or constitute solely the right to receive cash, securities or other property, or (2) if a Designated Event occursEvent, a Holder may surrender its Notes for exchange at any time from and including the date that is forty fifteen (4015) Business Days prior to the anticipated effective time of the transaction or event up to and including thirty-five (355) Business Days after the actual date of such transaction or event, unless such transaction also constitutes a Designated Event, in which case the Notes may be surrendered for exchange until the related Designated Event Repurchase Date. The Issuer will shall notify the Exchange Agent and the Holders of Notes as promptly as reasonably practicable following the date such transaction or event is publicly announced (but in no event less than forty fifteen (4015) Business Days prior to the effective time of such transaction or event). If the Guarantor is a party to a consolidation, merger, binding share exchange, reclassification or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which all of the Common Stock is Shares of Beneficial Interest are exchanged for cash, securities or other propertyproperty (the “Reference Property”), then at the effective time of the transaction, transaction any exchange of Notes and the Daily VWAP, each Daily Settlement Amount and each Daily Exchange Value will be calculated based on the kind and amount of cash, securities or other property Reference Property that a holder Holder of Notes would have received if such Holder had, immediately prior to the effective time of such transaction, exchanged its Notes for a number of shares Shares of Common Stock Beneficial Interest equal to a fraction the Applicable numerator of which is the product of the Exchange Rate would in effect immediately prior to the effective time of such transaction, and the aggregate principal amount of Notes held by such Holder and the denominator of which is one thousand dollars ($1,000). In the event holders of Shares of Beneficial Interest have the opportunity to elect the form of consideration to be received in any such transaction or event, then from and after the effective date of such transaction or event, the Notes shall be exchangeable for the consideration that a majority of the holders of Shares of Beneficial Interest who made such an election received in such transaction. For purposes transaction or as a result of such event with respect to the foregoing, where a consolidation, merger or binding share exchange involves a transaction that causes shares of Common Stock to be exchanged into the right to receive more than a single type of consideration based upon any form of shareholder election, such consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an electionDaily Share Amounts.

Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all holders of the Common Stock any rights, warrants or options entitling them for a period of not more than forty five (45) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 10% of the average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the Issuer must notify the Holders of Notes at least forty seventy (4070) Scheduled Trading Days prior to the ex-dividend date for such distribution described in clause (1) or clause (2). Following the issuance of such notice, Holders may surrender their Notes for exchange at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or an announcement that such distribution will not take place; provided, however, that no adjustment to the ability of the Holders of Notes to exchange their Notes will be made if the Holders of Notes, as a result of holding the Notes, are entitled to participate at the same time as Common Stock holders participate in such transaction or distribution as if such Holders of the Notes held a number shares of Common Stock equal to the Applicable Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder, without having to exchange their Notes. The “ex-dividend date” means, with respect to any distribution on shares of Common Stock, the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. In addition, (1) if the Guarantor is a party to a share exchange or tender offer, liquidation, consolidation, recapitalization, reclassification, combination or merger, or a sale or lease or other transfer of all or substantially all of its respective properties and assets, or a series of related transactions or events, in each case pursuant to which all of the outstanding Common Stock would be exchanged for, converted into or constitute solely the right to receive cash, securities or other property, or (2) if a Designated Event occurs, a Holder may surrender its Notes for exchange at any time from and including the date that is forty seventy (4070) Business Days prior to the anticipated effective time of the transaction or event up to and including thirty-five (35) Business Days after the actual date of such transaction or event, unless such transaction also constitutes a Designated Event, in which case the Notes may be surrendered for exchange until the related Designated Event Repurchase Date. The Issuer will notify Holders of Notes as promptly as reasonably practicable following the date such transaction or event is publicly announced (but in no event less than forty seventy (4070) Business Days prior to the effective time of such transaction or event). If the Guarantor is a party to a consolidation, merger, binding share exchange, reclassification or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which all of the Common Stock is exchanged for cash, securities or other property, then at the effective time of the transaction, the Daily VWAP, each Daily Settlement Amount and each Daily Exchange Value will be calculated based on the kind and amount of cash, securities or other property that a holder of such a number of shares of Common Stock equal to the Applicable Exchange Rate would have received in such transaction. For purposes of the foregoing, where a consolidation, merger or binding share exchange involves a transaction that causes shares of Common Stock to be exchanged into the right to receive more than a single type of consideration based upon any form of shareholder election, such consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election.