Common use of Limitation on Exercise of Conversion Rights Clause in Contracts

Limitation on Exercise of Conversion Rights. (a) Conversion Rights may be exercised at any time and from time to time, subject to the limitation contained in Section 11.3 above and as provided herein. If an Exercise Notice is delivered to the General Partner but, as a result of a result of restrictions contained in the Certificate of Incorporation, including any amendment thereto adopted prior to the date hereof or hereafter, of the General Partner, the Conversion Rights cannot be exercised in full (the "Ownership Limit"), the Exercise Notice shall be deemed to be modified such that the Conversion Rights shall be exercised only to the extent permitted under the Certificate of Incorporation, as amended, of the General Partner; with the remainder of such Conversion Rights being deemed to be withdrawn and of no effect. (b) In the event the Underwriter exercises the option granted in Section 4 of the Underwriting Agreement, the extent to which each of the Limited Partners may exercise the Conversion Right shall be reduced, pro rata, by up to 20.35966% (herein referred to as "Restricted Conversion Right Shares.") Restricted Conversion Right Shares will be released from such restriction to the extent that the Operating Partnership's Funds From Operations during the twelve months ended with the close of any fiscal quarter exceed herein such excess is referred to as "Excess Funds From Operations") 105% of the amount of funds necessary to pay a dividend of $.80 per share per annum on the sum of (i) the shares issued in the Offering (including shares issued on exercise of the option granted in Section 4 of the Underwriting Agreement), (ii) the shares issued and issuable on exercise of the Conversion Right, excluding the Restricted Conversion Right Shares, and (iii) shares, if any, previously, but no longer, Restricted Conversion Right Shares. The number of shares no longer Restricted Conversion Right Shares will be that number resulting from dividing the Excess Funds From Operations for such twelve month period by $.80. Any term used in this subsection not otherwise defined in this Agreement, shall be as defined in the Registration Statement.

Limitation on Exercise of Conversion Rights. (a) Conversion Rights may be exercised at any time and from time to time, subject to the limitation contained in Section 11.3 above and as provided herein. If an Exercise Notice is delivered to the General Partner but, as a result of a result of restrictions Restrictions contained in the Certificate of Incorporation, including any amendment thereto amendment, thereto,) adopted prior to the date hereof or hereafter, of the General Partner, the Conversion Rights cannot be exercised in full for Shares (the "Ownership Limit"), the Exercise Notice Notice, if the Purchase Price is to be payable in Shares, shall be deemed to be modified such that the Conversion Rights shall be exercised only to the extent permitted under the Ownership Limit or under other restrictions in the Certificate of Incorporation, as amended, of the General Partner; with the remainder of such Conversion Rights being deemed to be withdrawn and of no effect. (b) In the event the Underwriter exercises the option granted in Section 4 of the Underwriting Agreement, the extent to which each of the Limited Partners may exercise the Conversion Right shall be reduced, pro rata, by up to 20.35966% (herein referred to as "Restricted Conversion Right Shares.") ). Restricted Conversion Right Shares will be released from such restriction to the extent that the Operating Partnership's Funds From Operations during during, the twelve months ended with the close of any fiscal quarter exceed (herein such excess is referred to as "Excess Funds From Operations") 105% of the amount of funds necessary to pay a dividend of $.80 per share per annum on the sum of (i) the shares issued in the Offering (including shares issued on exercise of the option granted -ranted in Section 4 of the Underwriting Agreement), (ii) the shares issued and issuable on exercise of the Conversion Right, excluding the Restricted Conversion Right Shares, and (iii) shares, if any, previously, but no longer, Restricted Conversion Right Shares. The number of shares no longer Restricted Conversion Right Shares will be that number resulting from dividing dividing, the Excess Funds From Operations for such twelve month period by $.80. Any term used in this subsection not otherwise defined in this Agreement, shall be as defined in the Registration Statement.