OP Unit Conversion. At any time, prior to the Expiration Date, from and after the earlier of the Stock Acquisition Date or after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity holding shares of Common Stock for or pursuant to the terms of any such plan or any member of the Lebovitz Group) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person, and before the Distribution Date, the Company covenants that it shall elect, in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of June 30, 1998, as it may be amended from time to time, to issues shares of Common Stock, along with the associated Rights, to any Person who elects, in accordance with the terms of such Partnership Agreement, to exchange common units of limited partnership interest in the Operating Partnership (or in any other limited partnership in which the Company or an Affiliate of the Company acts as general partner).
OP Unit Conversion. 37 RIGHTS AGREEMENT CBL & ASSOCIATES PROPERTIES, INC. and BANKBOSTON, N.A. as Rights Agent Dated as of April 30, 1999 Exhibit A --------- CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES 1999 JUNIOR PARTICIPATING PREFERRED STOCK OF CBL & ASSOCIATES PROPERTIES, INC. Pursuant to Section 151 of the Delaware General Corporation Law We, Xxxxxxx X. Xxxxxxxx, Chairman of the Board and Chief Executive Officer, and Xxxx X. Xxx, Vice Chairman, Chief Financial Officer and Secretary, of CBL & Associates Properties, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), of the said Corporation, the said Board of Directors on April 30, 1999, adopted the following resolution creating a series of 6,000 shares of Preferred Stock designated as Series 1999 Junior Participating Preferred Stock: RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Certificate of Incorporation, a series of Preferred Stock of the Corporation be, and it hereby is, created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations and restrictions thereof are as follows:
OP Unit Conversion. 55 EXHIBITS Exhibit A -- Form of Articles Supplementary Exhibit B -- Form of Rights Certificates Exhibit C -- Form of Summary of Rights RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of November 11, 1998 (the "Agreement"), between Essex Property Trust, Inc., a Maryland corporation (the "Company"), and BankBoston, N.A., a national banking association (the "Rights Agent").
OP Unit Conversion. At any time, prior to the Expiration Date, from and after the earlier of the Stock Acquisition Date or after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person, in either instance other than pursuant to a Qualified Offer, and before the Distribution Date, the Company covenants that it shall elect, in accordance with the Operating Partnership Agreement, to issues shares of Common Stock, along with the associated Right, to any Person who elects, in accordance with the Operating Partnership Agreement, to exchange units of limited partnership interest in the Operating Partnership (or in any other limited partnership in which the Company or an Affiliate of the Company acts as general partner).
OP Unit Conversion. SCW hereby covenants and agrees, on behalf of himself and, if applicable, the SCW Entity acquiring OP Units, that prior to expiration of the Lock-Out Period (as hereinafter defined), such party will not convert the OP Units into shares of SLG common stock, or, directly or indirectly (including without limitation, through the entering into of a cash-settled derivative instrument), offer for sale, sell, contract to sell, pledge or otherwise dispose of any such OP Units that are received by such party under this Agreement without first obtaining the prior written consent of SLG, which consent may be granted or withheld in SLG's sole and absolute discretion. As used herein, "Lock-Out Period" shall mean the period commencing on the Closing Date and expiring on the earlier to occur of (a) two (2) years after the Closing Date, or (b) the first date upon which the exchange of the OP Units for SLG stock and the sale of such stock will not result in the loss of the rate reduction payable in respect of (i) the New York State Transfer Tax (as hereinafter defined) and (ii) the New York City Transfer Tax (as hereinafter defined), by reason of the acceptance by SCW or the SCW Entity, if applicable, of OP Units as part of the Consideration for the Property (collectively, the "OP Exemption"). SCW understands and agrees that (y) the OP Units to be received by SCW or the SCW Entity, as applicable, at Closing will not be certificated, and (z) prior to the Closing, the Partnership Agreement may be amended from time to time by SLGOP, and all references herein to the Partnership Agreement shall include all such amendments. The provisions of this Section 7.6 shall survive the Closing.
