Common use of Notice and Incidental Registration Clause in Contracts

Notice and Incidental Registration. If the Company proposes to register any REIT Class A Shares, any equity securities exercisable for, convertible into or exchangeable for REIT Class A Shares, or other securities issued by it having terms substantially similar to Eligible Securities (the “Company Securities”) for public sale by the Company under the Securities Act on a form and in a manner which would permit registration of Eligible Securities for sale to the public under the Securities Act, it will give prompt written notice to the Investors of its intention to do so, and upon the written request of any Investor delivered to the Company within ten (10) Business Days after the giving of any such notice (which request shall specify the number of Eligible Securities intended to be disposed of by the Investor and the intended method of disposition thereof), the Company will use reasonable best efforts to effect, in connection with the registration of the Company Securities, the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Investor(s), to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered; provided, that: (a) If, at any time after giving such written notice of its intention to register any of the Company Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company Securities, the Company may, at its election, give written notice of such determination to the Selling Investors and thereupon the Company shall be relieved of its obligation to register such Eligible Securities in connection with the registration of such Company Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.2), without prejudice, however, to the rights (if any) of the Selling Investors immediately to request that such registration be effected as a registration under Article II; (b) The Company shall not be required to give notice of or effect any registration of Eligible Securities under this Section 3.1 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or share options or other employee benefit plans; (c) Notwithstanding any request under this Section 3.1, a Selling Investor may elect in writing prior to the effective date of a registration under this Section 3.1 not to register its Eligible Securities in connection with such registration; (d) No registration of Eligible Securities effected under this Section 3.1 shall relieve the Company of its obligation (if any) to effect registration of other Eligible Securities pursuant to Article II or Section 3.2; (e) The Company will not be required to effect any registration pursuant to this Section 3.1 if the Company shall have been advised by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm’s opinion, a registration of Eligible Securities requested to be registered at that time would materially and adversely affect the scheduled offering of securities; provided, however, that if an offering of some but not all of the Eligible Securities requested to be registered by the Investor(s) would not materially adversely affect the Company’s offering of securities, the aggregate number of Eligible Securities requested to be included in such offering by the Investors shall be reduced such that securities are included as follows: (1) first, 100% of the securities that the Company proposes to sell, (2) second, and only if all the securities referred to in clause (1) have been included, the number of Eligible Securities eligible for inclusion in such registration, allocated pro rata among the Investors according to the total number of Eligible Securities requested to be registered by such Investors; and (f) The Company shall be responsible for the payment of all Registration Expenses in connection with any registration pursuant to this Section 3.1.

Notice and Incidental Registration. If the Company proposes to register any REIT Class A Common Shares, any equity securities exercisable for, convertible into or exchangeable for REIT Class A Common Shares, or other securities issued by it having terms substantially similar to Eligible Securities (the “Company Other Securities”) for public sale by the Company under the Securities Act on a form and in a manner which would permit registration of Eligible Securities for sale to the public under the Securities Act, it will give prompt written notice to the Investors of its intention to do so, and upon the written request of any Investor delivered to the Company within ten (10) Business Days after the giving of any such notice (which request shall specify the number of Eligible Securities intended to be disposed of by the Investor and the intended method of disposition thereof), the Company will use reasonable best efforts to effect, in connection with the registration of the Company Other Securities, the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Investor(s), to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered; provided, provided that: (a) a. If, at any time after giving such written notice of its intention to register any of the Company Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or such Qualifying Other Holder shall determine for any reason not to register the Company Other Securities, the Company may, at its election, give written notice of such determination to the Selling Investors and thereupon the Company shall be relieved of its obligation to register such Eligible Securities in connection with the registration of such Company Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.23.2 hereof), without prejudice, however, to the rights (if any) of the Selling Investors immediately to request that such registration be effected as a registration under Article II;II hereof. (b) b. The Company shall not be required to give notice of or effect any registration of Eligible Securities under this Section 3.1 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or share options or other employee benefit plans;. (c) c. Notwithstanding any request under this Section 3.1, a Selling Investor may elect in writing prior to the effective date of a registration under this Section 3.1 not to register its Eligible Securities in connection with such registration;. (d) d. No registration of Eligible Securities effected under this Section 3.1 shall relieve the Company of its obligation (if any) to effect registration of other Eligible Securities pursuant to Article II or Section 3.2;3.2 hereof. (e) e. Neither the Company nor the Partnership shall enter into any agreement with a holder of securities of the Company or the Partnership that prevents the Company from complying with its obligations under this Section 3.1 to include Eligible Securities in any registration statement filed by the Company. f. The Company will not be required to effect any registration pursuant to this Section 3.1 if the Company shall have been advised by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a the public offering of securities by the Company that, in such firm’s opinion, a registration of Eligible Securities requested to be registered at that time would materially and adversely affect the scheduled offering of securities; provided, however, that if an offering of some but not all of the Eligible Securities requested to be registered by the Investor(s) would not materially adversely affect the Company’s offering of securities, the aggregate number of Eligible Securities requested to be included in such offering by the Investors shall be reduced such that securities are included as follows: (1) first, 100% of the securities that the Company proposes to sell, (2) second, and only if all the securities referred to in clause (1) have been included, the number of Eligible Securities securities eligible for inclusion in such registrationregistration that all other Persons have requested to include, allocated pro rata among the Investors such Persons according to the total number of Eligible Securities eligible securities requested to be registered by such Investors; andPersons. (f) g. The Company shall be responsible for the payment of all Registration Expenses in connection with any registration pursuant to this Section 3.1.

Notice and Incidental Registration. If the Company proposes to register any REIT Class A Common Shares, any equity securities exercisable for, convertible into or exchangeable for REIT Class A Common Shares, or other securities issued by it having terms substantially similar to Eligible Securities (the “Company Other Securities”) (x) for public sale by the Company Company, or (y) so long as the Investors beneficially own Common Shares representing at least five (5) percent of the Company’s outstanding Common Shares (calculated with Class A and Class B Units of the Partnership deemed to be Common Shares) and are proposing to register Common Shares with an aggregate fair market value of at least $50,000,000 at the time of the initial filing of such registration statement, for public sale by any Qualifying Other Holder proposing to register Common Shares with an aggregate fair market value of at least $50,000,000 at the time of the initial filing of such registration statement, under the Securities Act on a form and in a manner which would permit registration of Eligible Securities for sale to the public under the Securities Act, it will give prompt written notice to the Investors of its intention to do so, and upon the written request of any Investor delivered to the Company within ten (10) Business Days after the giving of any such notice (which request shall specify the number of Eligible Securities intended to be disposed of by the Investor and the intended method of disposition thereof), the Company will use commercially reasonable best efforts to effect, in connection with the registration of the Company Other Securities, the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Investor(s), to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered; provided, provided that: (a) a. If, at any time after giving such written notice of its intention to register any of the Company Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or such Qualifying Other Holder shall determine for any reason not to register the Company Other Securities, the Company may, at its election, give written notice of such determination to the Selling Investors and thereupon the Company shall be relieved of its obligation to register such Eligible Securities in connection with the registration of such Company Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.23.2 hereof), without prejudice, however, to the rights (if any) of the Selling Investors immediately to request that such registration be effected as a registration under Article II;II hereof. (b) b. The Company shall not be required to give notice of or effect any registration of Eligible Securities under this Section 3.1 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or share options or other employee benefit plans;. The Company shall not be required to effect any registration under this Section 3.1 if the Eligible Securities that are the subject of such request are currently included in an effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Requesting Investor. (c) c. Notwithstanding any request under this Section 3.1, a Selling Investor may elect in writing prior to the effective date of a registration under this Section 3.1 3.1, not to register its Eligible Securities in connection with such registration;. (d) d. No registration of Eligible Securities effected under this Section 3.1 shall relieve the Company of its obligation (if any) to effect registration of other Eligible Securities pursuant to Article II or Section 3.2;3.2 hereof. (e) e. Neither the Company nor the Partnership shall enter into any agreement with a holder of securities of the Company or the Partnership that prevents the Company from complying with its obligations under this Section 3.1 to include Eligible Securities in any registration statement filed by the Company. f. The Company will not be required to effect any registration pursuant to this Section 3.1 if the Company shall have been advised in writing (with a copy to the Selling Investors) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a the public offering of securities by the Company that, in such firm’s opinion, a registration of Eligible Securities requested to be registered at that time would materially and adversely affect the scheduled offering of securities; provided, however, that if an offering of some but not all of the Eligible Securities requested to be registered by the Investor(s) would not materially adversely affect the Company’s offering of securities, the aggregate number of Eligible Securities requested to be included in such offering by the Investors shall be reduced such that securities are included as follows: (1) first, 100% of the securities that the Company proposes to sell, (2) second, and only if all the securities referred to in clause (1) have been included, the number of Eligible Securities securities eligible for inclusion in such registrationregistration that all other Persons have requested to include, allocated pro rata among the Investors such Persons according to the total number of Eligible Securities eligible securities requested to be registered by such Investors; andPersons. (f) g. The Company shall be responsible for the payment of all Registration Expenses in connection with any registration pursuant to this Section 3.1.

Notice and Incidental Registration. If the Company proposes to register any REIT Class A Shares, any equity securities exercisable for, convertible into or exchangeable for REIT Class A Shares, or other securities issued by it having terms substantially similar to Eligible Securities (the “Company Securities”) for public sale by the Company under the Securities Act on a form and in a manner which would permit registration of Eligible Securities for sale to the public under the Securities Act, it will give prompt written notice to the Investors of its intention to do so, and upon the written request of any Investor delivered to the Company within ten (10) Business Days after the giving of any such notice (which request shall specify the number of Eligible Securities intended to be disposed of by the Investor and the intended method of disposition thereof), the Company will use reasonable best efforts to effect, in connection with the registration of the Company Securities, the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Investor(s), to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered; provided, that: (a) If, at any time after giving such written notice of its intention to register any of the Company Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company Securities, the Company may, at its election, give written notice of such determination to the Selling Investors and thereupon the Company shall be relieved of its obligation to register such Eligible Securities in connection with the registration of such Company Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.2), without prejudice, however, to the rights (if any) of the Selling Investors immediately to request that such registration be effected as a registration under Article II; (b) The Company shall not be required to give notice of or effect any registration of Eligible Securities under this Section 3.1 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or plans, share options or other employee benefit plans, or any other offering other than pursuant to a firm commitment underwriting agreement (an “Underwritten Offering”); (c) Notwithstanding any request under this Section 3.1, a Selling Investor may elect in writing prior to the effective date of a registration under this Section 3.1 not to register its Eligible Securities in connection with such registration; (d) No registration of Eligible Securities effected under this Section 3.1 shall relieve the Company of its obligation (if any) to effect registration of other Eligible Securities pursuant to Article II or Section 3.2; (e) The Company will not be required to effect any registration of Eligible Securities pursuant to this Section 3.1 if the Company shall have been advised by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm’s opinion, a registration of Eligible Securities requested to be registered at that time would materially and adversely affect the scheduled offering of securities; provided, however, that if an offering of some but not all of the Eligible Securities requested to be registered by the Investor(s) would not materially adversely affect the Company’s offering of securities, the aggregate number of Eligible Securities requested to be included in such offering by the Investors shall be reduced such that securities are included as follows: (1) first, 100% of the securities that the Company proposes to sell, (2) second, and only if all the securities referred to in clause (1) have been included, the number of Eligible Securities and Other Securities, if any, eligible for inclusion in such registration, allocated pro rata among the Investors and Qualifying Other Holders according to the total number of Eligible Securities and Other Securities, if any, requested to be registered by such Investors; and (f) The Company shall be responsible for the payment of all Registration Expenses in connection with any registration pursuant to this Section 3.1.