Common use of Limitation on Acquisition of Securities Clause in Contracts

Limitation on Acquisition of Securities. (i) The Company shall not undertake any transaction (including, without limitation, a merger, reorganization, distribution of securities, or otherwise) prior to the Put Expiration Date that would cause CarrAmerica to be considered to have acquired (as determined for purposes of Section 856(c)(4)(B) of the Code) any security of any issuer if, as a result thereof and immediately after such transaction, CarrAmerica would not meet one or more of the assets tests set forth in Section 856(c)(4) of the Code (the "Asset Tests"). (ii) For purposes of determining whether a violation of one or more of the Asset Tests would occur for purposes of subparagraph (i) above, (A) the date of the transaction shall be treated as if it were the last day of the calendar quarter in which the transaction would occur, (B) the value of securities that CarrAmerica would be considered to have acquired in connection with the transaction for purposes of the Asset Tests shall be deemed to be the value of such securities as of the date of the transaction, increased to reflect deemed appreciation in value at an annual rate of 25%, for the period of time from the date of the transaction to the close of the calendar quarter in which the transaction takes place, and (C) CarrAmerica shall be treated as having acquired or disposed of, as the case may be, on the date of the transaction any other assets that CarrAmerica is contractually committed, on the later of the time it receives written notice of the transaction or twenty (20) business days prior to the transaction, to acquire or dispose of, as the case may be, at some future date during such calendar quarter. (iii) The Company shall have the option to provide to CarrAmerica at least twenty (20) business days' prior notice of a potential transaction that could be subject to the prohibition in this Section 4.1(c). Such notice shall contain a detailed description of the potential transaction, including the maximum reasonably expected value of any securities to be received by CarrAmerica in connection with such transaction as of the date the transaction is expected to be completed. If the Company provides such notice to CarrAmerica, CarrAmerica may, within ten (10) business days after receipt of such notice, provide the Company an opinion of counsel or its independent accountants to the effect that the execution of such transaction (taking into account the principles set forth in subparagraph (ii) above) would reasonably be expected to result in a violation of one or more of the Asset Tests (which opinion may be based upon customary representations of CarrAmerica as to factual matters). If the Company shall provide such notice to CarrAmerica, and CarrAmerica shall fail to deliver such an opinion within the requisite ten (10) business days, the Company shall be entitled to complete such transaction without any liability under this subparagraph (c). (iv) From and after the Put Expiration Date through December 31, 2003, so long as CarrAmerica owns any securities of the Company, the Company shall provide to CarrAmerica twenty (20) business days' prior notice of any transaction involving the Company that would result in CarrAmerica being deemed to have acquired additional securities of any issuer for purposes of Section 856(c)(4) of the Code, provided that such notice would not violate any confidentiality obligations of the Company. If the notice requirement set forth in this subparagraph (iv) would violate any confidentiality obligations of the Company, the Company shall use commercially reasonable efforts to obtain an exception to such confidentiality requirements in order to provide the notice to CarrAmerica. (v) CarrAmerica shall maintain strict confidentiality with respect to any potential transaction of which it receives notice under subparagraph (iii) or subparagraph (iv) above, and CarrAmerica shall join in any confidentiality obligations to which the Company is subject with respect to such transaction. (vi) Notwithstanding any of the above, in the event of any transaction that would otherwise result in a violation of this subparagraph (c), CarrAmerica shall (x) accept consideration in the form of cash rather than securities (or waive the restrictions set forth in this paragraph (c)); provided, that CarrAmerica shall not be obligated to accept cash (or waive the restrictions set forth in this paragraph (c)) if the receipt of such cash would reasonably be expected to cause CarrAmerica to violate any of the income tests set forth in Section 856(c)(2) or 856(c)(3) of the Code for either of the taxable years ending December 31, 2000 or December 31, 2001; and (y) at the request of the Company, join to elect that the Company (or any successor) be treated as a "taxable REIT subsidiary" of CarrAmerica (to the extent that such an election is not then in effect and would be effective to avoid a violation of this paragraph (c) or to minimize the amount of cash that CarrAmerica must receive in order to avoid a violation of this paragraph (c)).

Limitation on Acquisition of Securities. (i) The Company shall not undertake any transaction (including, without limitation, a merger, reorganization, distribution of securities, or otherwise) prior to the Put Expiration Date that would cause CarrAmerica to be considered to have acquired (as determined for purposes of Section 856(c)(4)(B) of the Code) any security of any issuer if, as a result thereof and immediately after such transaction, CarrAmerica would not meet one or more of the assets tests set forth in Section 856(c)(4) of the Code (the "Asset Tests"). (ii) For purposes of determining whether a violation of one or more of the Asset Tests would occur for purposes of subparagraph (i) above, (A) the date of the transaction shall be treated as if it were the last day of the calendar quarter in which the transaction would occur, (B) the value of securities that CarrAmerica would be considered to have acquired in connection with the transaction for purposes of the Asset Tests shall be deemed to be the value of such securities as of the date of the transaction, increased to reflect deemed appreciation in value at an annual rate of 25%, for the period of time from the date of the transaction to the close of the calendar quarter in which the transaction takes place, and (C) CarrAmerica shall be treated as having acquired or disposed of, as the case may be, on the date of the transaction any other assets that CarrAmerica is contractually committed, on the later of the time it receives written notice of the transaction or twenty (20) business days prior to the transaction, to acquire or dispose of, as the case may be, at some future date during such calendar quarter. (iii) The Company shall have the option to provide to CarrAmerica at least twenty (20) business days' prior notice of a potential transaction that could be subject to the prohibition in this Section 4.1(c). Such notice shall contain a detailed description of the potential transaction, including the maximum reasonably expected value of any securities to be received by CarrAmerica in connection with such transaction as of the date the transaction is expected to be completed. If the Company provides such notice to CarrAmerica, CarrAmerica may, within ten (10) business days after receipt of such notice, provide the Company an opinion of counsel or its independent accountants to the effect that the execution of such transaction (taking into account the principles set forth in subparagraph (ii) above) would reasonably be expected to result in a violation of one or more of the Asset Tests (which opinion may be based upon customary representations of CarrAmerica as to factual matters). If the Company shall provide such notice to CarrAmerica, and CarrAmerica shall fail to deliver such an opinion within the requisite ten (10) business days, the Company shall be entitled to complete such transaction without any liability under this subparagraph (c). (iv) From and after the Put Expiration Date through December 31, 2003, so long as CarrAmerica owns any securities of the Company, the Company shall provide to CarrAmerica twenty (20) business days' prior notice of any transaction involving the Company that would result in CarrAmerica being deemed to have acquired additional securities of any issuer for purposes of Section 856(c)(4) of the Code, provided that such notice would not violate any -------- confidentiality obligations of the Company. If the notice requirement set forth in this subparagraph (iv) would violate any confidentiality obligations of the Company, the Company shall use commercially reasonable efforts to obtain an exception to such confidentiality requirements in order to provide the notice to CarrAmerica. (v) CarrAmerica shall maintain strict confidentiality with respect to any potential transaction of which it receives notice under subparagraph (iii) or subparagraph (iv) above, and CarrAmerica shall join in any confidentiality obligations to which the Company is subject with respect to such transaction. (vi) Notwithstanding any of the above, in the event of any transaction that would otherwise result in a violation of this subparagraph (c), CarrAmerica shall (x) accept consideration in the form of cash rather than securities (or waive the restrictions set forth in this paragraph (c)); provided, that CarrAmerica shall not be obligated to accept cash (or waive the -------- restrictions set forth in this paragraph (c)) if the receipt of such cash would reasonably be expected to cause CarrAmerica to violate any of the income tests set forth in Section 856(c)(2) or 856(c)(3) of the Code for either of the taxable years ending December 31, 2000 or December 31, 2001; and (y) at the request of the Company, join to elect that the Company (or any successor) be treated as a "taxable REIT subsidiary" of CarrAmerica (to the extent that such an election is not then in effect and would be effective to avoid a violation of this paragraph (c) or to minimize the amount of cash that CarrAmerica must receive in order to avoid a violation of this paragraph (c)).

Limitation on Acquisition of Securities. (i) The Company shall not undertake any transaction (including, without limitation, a merger, reorganization, distribution of securities, or otherwise) prior to the Put Expiration Date that would cause CarrAmerica to be considered to have acquired (as determined for purposes of Section 856(c)(4)(B) of the Code) any security of any issuer if, as a result thereof and immediately after such transaction, CarrAmerica would not meet one or more of the assets tests set forth in Section 856(c)(4) of the Code (the "“Asset Tests"”). (ii) For purposes of determining whether a violation of one or more of the Asset Tests would occur for purposes of subparagraph (i) above, (A) the date of the transaction shall be treated as if it were the last day of the calendar quarter in which the transaction would occur, (B) the value of securities that CarrAmerica would be considered to have acquired in connection with the transaction for purposes of the Asset Tests shall be deemed to be the value of such securities as of the date of the transaction, increased to reflect deemed appreciation in value at an annual rate of 25%, for the period of time from the date of the transaction to the close of the calendar quarter in which the transaction takes place, and (C) CarrAmerica shall be treated as having acquired or disposed of, as the case may be, on the date of the transaction any other assets that CarrAmerica is contractually committed, on the later of the time it receives written notice of the transaction or twenty (20) business days prior to the transaction, to acquire or dispose of, as the case may be, at some future date during such calendar quarter. (iii) The Company shall have the option to provide to CarrAmerica at least twenty (20) business days' ’ prior notice of a potential transaction that could be subject to the prohibition in this Section 4.1(c). Such notice shall contain a detailed description of the potential transaction, including the maximum reasonably expected value of any securities to be received by CarrAmerica in connection with such transaction as of the date the transaction is expected to be completed. If the Company provides such notice to CarrAmerica, CarrAmerica may, within ten (10) business days after receipt of such notice, provide the Company an opinion of counsel or its independent accountants to the effect that the execution of such transaction (taking into account the principles set forth in subparagraph (ii) above) would reasonably be expected to result in a violation of one or more of the Asset Tests (which opinion may be based upon customary representations of CarrAmerica as to factual matters). If the Company shall provide such notice to CarrAmerica, and CarrAmerica shall fail to deliver such an opinion within the requisite ten (10) business days, the Company shall be entitled to complete such transaction without any liability under this subparagraph (c). (iv) From and after the Put Expiration Date through December 31, 2003, so long as CarrAmerica owns any securities of the Company, the Company shall provide to CarrAmerica twenty (20) business days' ’ prior notice of any transaction involving the Company that would result in CarrAmerica being deemed to have acquired additional securities of any issuer for purposes of Section 856(c)(4) of the Code, provided that such notice would not violate any confidentiality obligations of the Company. If the notice requirement set forth in this subparagraph (iv) would violate any confidentiality obligations of the Company, the Company shall use commercially reasonable efforts to obtain an exception to such confidentiality requirements in order to provide the notice to CarrAmerica. (v) CarrAmerica shall maintain strict confidentiality with respect to any potential transaction of which it receives notice under subparagraph (iii) or subparagraph (iv) above, and CarrAmerica shall join in any confidentiality obligations to which the Company is subject with respect to such transaction. (vi) Notwithstanding any of the above, in the event of any transaction that would otherwise result in a violation of this subparagraph (c), CarrAmerica shall (x) accept consideration in the form of cash rather than securities (or waive the restrictions set forth in this paragraph (c)); provided, that CarrAmerica shall not be obligated to accept cash (or waive the restrictions set forth in this paragraph (c)) if the receipt of such cash would reasonably be expected to cause CarrAmerica to violate any of the income tests set forth in Section 856(c)(2) or 856(c)(3) of the Code for either of the taxable years ending December 31, 2000 or December 31, 2001; and (y) at the request of the Company, join to elect that the Company (or any successor) be treated as a "“taxable REIT subsidiary" ” of CarrAmerica (to the extent that such an election is not then in effect and would be effective to avoid a violation of this paragraph (c) or to minimize the amount of cash that CarrAmerica must receive in order to avoid a violation of this paragraph (c)).