Common use of Merger or Consolidation of the General Partner Clause in Contracts

Merger or Consolidation of the General Partner. (a) Whether or not Section 9.3 hereof is applicable, the General Partner shall not, unless Section 12.6(b) is applicable, engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification, recapitalization or similar transaction (each, a "Termination Transaction"), unless such Termination Transaction is one in connection with which all Limited Partners either will receive, or will have the right to elect to receive, for each Partnership Unit, an amount of cash, securities, or other property equal to the product of (i) the number shares of Common Stock into which each Partnership Unit is convertible and (ii) the greatest amount of cash, securities or other property paid to a holder of one share of Common Stock in consideration of one share of Common Stock pursuant to the terms of the Termination Transaction; provided that; if, in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the outstanding Common Stock, each holder of Partnership Units shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised its right to Redemption (as set forth in Section 10.3) and received Common Stock in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated. (b) Whether or not Section 9.3 hereof is applicable, the General Partner may merge, or otherwise combine its assets, with another entity without satisfying the requirements of Section 12.6(a) hereof if: (i) immediately after such merger or other combination, substantially all of the assets directly or indirectly owned by the surviving entity, other than Partnership Units held by such General Partner, are owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the "Surviving Partnership"); (ii) the Limited Partners own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership (as determined pursuant to Section 12.6(d)) and the relative fair market value of the other net assets of the Surviving Partnership (as determined pursuant to Section 12.6(d)) immediately prior to the consummation of such transaction; (iii) the rights, preferences and privileges of the Limited Partners in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (iv) such rights of the Limited Partners include the right to exchange their interests in the Surviving Partnership for at least one of: (A) the consideration available to such Limited Partners pursuant to Section 12.6(a), or (B) if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ration based on the relative fair market value of such securities (as determined pursuant to Section 12.6(d)) and the Common Stock. (c) In connection with any transaction permitted by Section 12.6(a) or 12.6(b), the relative fair market values shall be reasonably determined by the General Partner as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Limited Partners than the relative values reflected in the terms of such transactions.

Merger or Consolidation of the General Partner. (a) Whether or not Section 9.3 hereof is applicable, the General Partner shall not, unless Section 12.6(b) is applicable, engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification, recapitalization or similar transaction (each, a "Termination Transaction"), unless such Termination Transaction is one in connection with which all Limited Partners either will receive, or will have the right to elect to receive, for each Partnership Unit, an amount of cash, securities, or other property equal to the product of (i) the number of shares of Common Stock into which each such Partnership Unit is convertible (or in the case of a Series A and (iiSeries B Preferred Unit, the number of OP Units into which such Series A or Series B Unit is convertible) and the greatest amount of cash, securities or other property paid to a holder of one share of Common Stock in consideration of one share of Common Stock pursuant to the terms of the Termination Transaction; provided that; if, in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the outstanding Common Stock, each holder of Partnership Units (other than the Series A or Series B Preferred Units or any other class of Partnership Units that are not directly redeemable for Common Stock) shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised its right to Redemption (as set forth in Section 10.3)) and received Common Stock in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated. (b) Whether or not Section 9.3 hereof is applicable, the General Partner may merge, or otherwise combine its assets, with another entity without satisfying the requirements of Section 12.6(a) hereof if: (i) immediately after such merger or other combination, substantially all of the assets directly or indirectly owned by the surviving entity, other than Partnership Units held by such General Partner, are owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the "Surviving Partnership"); (ii) the Limited Partners own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership (as determined pursuant to Section 12.6(d12.6(c)) and the relative fair market value of the other net assets of the Surviving Partnership (as determined pursuant to Section 12.6(d12.6(c)) immediately prior to the consummation of such transaction; (iii) the rights, preferences and privileges of the Limited Partners in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (iv) such rights of the Limited Partners include the right to exchange their interests in the Surviving Partnership for at least one of: (A) the consideration available to such Limited Partners pursuant to Section 12.6(a), or (B) if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ration ratio based on the relative fair market value of such securities (as determined pursuant to Section 12.6(d12.6(c)) and the Common Stock. (c) In connection with any transaction permitted by Section 12.6(a) or 12.6(b), the relative fair market values shall be reasonably determined by the General Partner as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Limited Partners than the relative values reflected in the terms of such transactions.

Merger or Consolidation of the General Partner. (a) Whether or not Section 9.3 hereof is applicable, the General Partner shall not, unless Section 12.6(b) is applicable, engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification, recapitalization or similar transaction (each, a "Termination Transaction"), unless such Termination Transaction is one in connection with which all Limited Partners either will receive, or will have the right to elect to receive, for each Partnership Unit, an amount of cash, securities, or other property equal to the product of (i) the number shares of Common Stock into which each Partnership Unit is convertible and (ii) the greatest amount of cash, securities or other property paid to a holder of one share of Common Stock in consideration of one share of Common Stock pursuant to the terms of the Termination Transaction; provided that; if, in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the outstanding Common Stock, each holder of Partnership Units shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised its right to Redemption (as set forth in Section 10.3) and received Common Stock in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated. (b) Whether or not Section 9.3 hereof is applicable, the General Partner may merge, or otherwise combine its assets, with another entity without satisfying the requirements of Section 12.6(a) hereof if: (i) immediately after such merger or other combination, substantially all of the assets directly or indirectly owned by the surviving entity, other than Partnership Units held by such General Partner, are owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the "Surviving Partnership"); (ii) the Limited Partners own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership (as determined pursuant to Section 12.6(d)) and the relative fair market value of the other net assets of the Surviving Partnership (as determined pursuant to Section 12.6(d)) immediately prior to the consummation of such transaction; (iii) the rights, preferences and privileges of the Limited Partners in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (iv) such rights of the Limited Partners include the right to exchange their interests in the Surviving Partnership for at least one of: (A) the consideration available to such Limited Partners pursuant to Section 12.6(a), or (B) if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ration based on the relative fair market value of such securities (as determined pursuant to Section 12.6(d)) and the Common Stock. (c) In connection with any transaction permitted by Section 12.6(a) or 12.6(b), the relative fair market values shall be reasonably determined by the General Partner as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Limited Partners than the relative values reflected in the terms of such transactions.to

Merger or Consolidation of the General Partner. (a) Whether or not Section 9.3 hereof is applicable, the General Partner shall not, unless Section 12.6(b) is applicable, engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification, recapitalization or similar transaction (each, a "Termination Transaction"), unless such Termination Transaction is one in connection with which all Limited Partners either will receive, or will have the right to elect to receive, for each Partnership Unit, an amount of cash, securities, or other property equal to the product of (i) the number of shares of Common Stock into which each such Partnership Unit is convertible and (ii) the greatest amount of cash, securities or other property paid to a holder of one share of Common Stock in consideration of one share of Common Stock pursuant to the terms of the Termination Transaction; provided that; if, in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the outstanding Common Stock, each holder of Partnership Units shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised its right to Redemption (as set forth in Section 10.3) and received Common Stock in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted 55 such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated. (b) Whether or not Section 9.3 hereof is applicable, the General Partner may merge, or otherwise combine its assets, with another entity without satisfying the requirements of Section 12.6(a) hereof if: (i) immediately after such merger or other combination, substantially all of the assets directly or indirectly owned by the surviving entity, other than Partnership Units held by such General Partner, are owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the "Surviving Partnership"); (ii) the Limited Partners own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership (as determined pursuant to Section 12.6(d12.6(c)) and the relative fair market value of the other net assets of the Surviving Partnership (as determined pursuant to Section 12.6(d12.6(c)) immediately prior to the consummation of such transaction; (iii) the rights, preferences and privileges of the Limited Partners in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (iv) such rights of the Limited Partners include the right to exchange their interests in the Surviving Partnership for at least one of: (A) the consideration available to such Limited Partners pursuant to Section 12.6(a), or (B) if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ration based on the relative fair market value of such securities (as determined pursuant to Section 12.6(d12.6(c)) and the Common Stock. (c) In connection with any transaction permitted by Section 12.6(a) or 12.6(b), the relative fair market values shall be reasonably determined by the General Partner as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Limited Partners than the relative values reflected in the terms of such transactions.