Common use of Issuance of Capital Stock by Subsidiaries Clause in Contracts

Issuance of Capital Stock by Subsidiaries. Permit any of its Subsidiaries to (either directly, or indirectly by the issuance of rights or options for, or securities convertible into, such Capital Stock) issue any shares or other ownership units of any class or type of its Capital Stock (other than directors’ qualifying shares) to any Person if the assets directly owned by such Subsidiary issuing such Capital Stock consist of Timberlands and/or Timber, unless, after deeming such issuance a Disposition of Timberlands and/or Timber, such Disposition would be permitted under Section 5.03(d) (with, in the case of a Disposition permitted under clause (ii) of Section 5.03(d), the reference to Fair Market Value in clause (x) thereof deemed to be a reference to the Fair Market Value of the shares of Capital Stock issued and the reference to Net Consideration in clause (y) thereof deemed to be a reference to the Net Consideration received from such issuance of Capital Stock); provided, however, CHAR2\1701593v10 that the foregoing requirement shall not apply to (A) any issuance of any shares or other ownership units of any class or type of Capital Stock issued to Rayonier or a Subsidiary of Rayonier, or (B) any issuance of any shares or other ownership units of any class or type of Capital Stock of a Subsidiary of Rayonier issued to a Person that is not Rayonier or a Subsidiary of Rayonier as consideration for a contribution of Timberland and/or Timber to a Subsidiary of Rayonier or in return for any other capital contribution so long as, in the case of this clause (B), such issuance does not dilute the value of the Capital Stock then owned by Rayonier or its Subsidiary in such a Subsidiary at the time of such issuance (it being understood and agreed that if such issuance does cause a dilution, such issuance shall constitute a Disposition that is permitted only if permitted under this Section 5.03(i); provided, that, notwithstanding anything to the contrary herein, the amount of Net Consideration included for purposes of clause (ii)(y) of Section 5.03(d) shall be limited to the amount of such dilution). For the avoidance of doubt, this Section 5.03(i) shall not apply to any issuance by ROC of any shares or other ownership units of any class or type of its Capital Stock at any time after Rayonier has reorganized its corporate organizational structure to implement an “umbrella partnership” real estate investment trust structure.

Issuance of Capital Stock by Subsidiaries. Permit any of its Subsidiaries to (either directly, or indirectly by the issuance of rights or options for, or securities convertible into, such Capital Stock) issue any shares or other ownership units of any class or type of its Capital Stock (other than directors’ qualifying shares) to any Person if the assets directly owned by such Subsidiary issuing such Capital Stock consist of Timberlands and/or Timber, unless, after deeming such issuance a Disposition of Timberlands and/or Timber, such Disposition would be permitted under Section 5.03(d) (with, in the case of a Disposition permitted under clause (ii) of Section 5.03(d), the reference to Fair Market Value in clause (x) thereof deemed to be a reference to the Fair Market Value of the shares of Capital Stock issued and the reference to Net Consideration in clause (y) thereof deemed to be a reference to the Net Consideration received from such issuance of Capital Stock); provided, however, CHAR2\1701593v10 that the foregoing requirement shall not apply to (A) any issuance of any shares or other ownership units of any class or type of Capital Stock issued to Rayonier or a Subsidiary of Rayonier, or (B) any issuance of any shares or other ownership units of any class or type of Capital Stock of a Subsidiary of Rayonier issued to a Person that is not Rayonier or a Subsidiary of Rayonier as consideration for a contribution of Timberland and/or Timber to a Subsidiary of Rayonier or in return for any other capital contribution so long as, in the case of this clause (B), such issuance does not dilute the value of the Capital Stock then owned by Rayonier or its Subsidiary in such a Subsidiary at the time of such issuance (it being understood and agreed that if such issuance does cause a dilution, such issuance shall constitute a Disposition that is permitted only if permitted under this Section 5.03(i); provided, that, notwithstanding anything to the contrary herein, the amount of Net Consideration included for purposes of clause (ii)(y) of Section 5.03(d) shall be limited to the amount of such dilution). For the avoidance of doubt, this Section 5.03(i) shall not CHAR1\1713543v7 apply to any issuance by ROC or, upon becoming a Borrower hereunder, Newco of any shares or other ownership units of any class or type of its Capital Stock at any time after Rayonier has reorganized its corporate organizational structure to implement an “umbrella partnership” real estate investment trust structure.

Issuance of Capital Stock by Subsidiaries. Permit any of its Subsidiaries to (either directly, or indirectly by the issuance of rights or options for, or securities convertible into, such Capital Stock) issue any shares or other ownership units of any class or type of its Capital Stock (other than directors’ qualifying shares) to any Person if the assets directly owned by such Subsidiary issuing such Capital Stock consist of Timberlands and/or Timber, unless, after deeming such issuance a Disposition of Timberlands and/or Timber, such Disposition would be permitted under Section 5.03(d) (with, in the case of a Disposition permitted under clause (ii) of Section 5.03(d), the reference to Fair Market Value in clause (x) thereof deemed to be a reference to the Fair Market Value of the shares of Capital Stock issued and the reference to Net Consideration in clause (y) thereof deemed to be a reference to the Net Consideration received from such issuance of Capital Stock); provided, however, CHAR2\1701593v10 that the foregoing requirement shall not apply to (A) any issuance of any shares or other ownership units of any class or type of Capital Stock issued to Rayonier or a Subsidiary of Rayonier, or (B) any issuance of any shares or other ownership units of any class or type of Capital Stock of a Subsidiary of Rayonier issued to a Person that is not Rayonier or a Subsidiary of Rayonier as consideration for a contribution of Timberland and/or Timber to a Subsidiary of Rayonier or in return for any other capital contribution so long as, in the case of this clause (B), such issuance does not dilute the value of the Capital Stock then owned by Rayonier or its Subsidiary in such a Subsidiary at the time of such issuance (it being understood and agreed that if such issuance does cause a dilution, such issuance shall constitute a Disposition that is permitted only if permitted under this Section 5.03(i); provided, that, notwithstanding anything to the contrary herein, the amount of Net Consideration included for purposes of clause (ii)(y) of Section 5.03(d) shall be limited to the amount of such dilution). For the avoidance of doubt, this Section 5.03(i) shall not apply to any issuance by ROC or, upon becoming a Borrower hereunder, RLP of any shares or other ownership units of any class or type of its Capital Stock at any time after Rayonier has reorganized its corporate organizational structure to implement an “umbrella partnership” real estate investment trust structure.

Issuance of Capital Stock by Subsidiaries. Permit any of its Subsidiaries to (either directly, or indirectly by the issuance of rights or options for, or securities convertible into, such Capital Stock) issue any shares or other ownership units of any class or type of its Capital Stock (other than directors’ qualifying shares) to any Person if the assets directly owned by such Subsidiary issuing such Capital Stock consist of Timberlands and/or Timber, unless, after deeming such issuance a Disposition of Timberlands and/or Timber, such Disposition would be permitted under Section 5.03(d) (with, in the case of a Disposition permitted under clause (ii) of Section 5.03(d), the reference to Fair Market Value in clause (x) thereof deemed to be a reference to the Fair Market Value of the shares of Capital Stock issued and the reference to Net Consideration in clause (y) thereof deemed to be a reference to the Net Consideration received from such issuance of Capital Stock); provided, however, CHAR2\1701593v10 83 that the foregoing requirement shall not apply to (A) any issuance of any shares or other ownership units of any class or type of Capital Stock issued to Rayonier or a Subsidiary of Rayonier, or (B) any issuance of any shares or other ownership units of any class or type of Capital Stock of a Subsidiary of Rayonier issued to a Person that is not Rayonier or a Subsidiary of Rayonier as consideration for a contribution of Timberland and/or Timber to a Subsidiary of Rayonier or in return for any other capital contribution so long as, in the case of this clause (B), such issuance does not dilute the value of the Capital Stock then owned by Rayonier or its Subsidiary in such a Subsidiary at the time of such issuance (it being understood and agreed that if such issuance does cause a dilution, such issuance shall constitute a Disposition that is permitted only if permitted under this Section 5.03(i); provided, that, notwithstanding anything to the contrary herein, the amount of Net Consideration included for purposes of clause (ii)(y) of Section 5.03(d) shall be limited to the amount of such dilution). For the avoidance of doubt, this Section 5.03(i) shall not apply to any issuance by ROC of any shares or other ownership units of any class or type of its Capital Stock at any time after Rayonier has reorganized its corporate organizational structure to implement an “umbrella partnership” real estate investment trust structure.