Common use of Partnership Merger Consideration Clause in Contracts

Partnership Merger Consideration. The consideration to be paid to the OP Unit Holders and Series A Unit Holders in the Partnership Merger is as follows (the "Partnership Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration"): (i) Each OP Unit outstanding immediately prior to the Effective Time of the Partnership Merger (other than OP Units held by Chateau and ROC and other than any Dissenting OP Units) shall be exchanged for cash in the amount of the Common Stock Merger Consideration per OP Unit, without interest, provided that if any OP Unit Holder submits to Purchaser a duly and validly completed Form of Election (as defined herein) in accordance with the procedures and time periods specified in Section 4.2(c), and otherwise satisfies the requirements set forth herein and therein, such OP Unit Holder shall instead receive for each OP Unit then held by it a Preferred Security Unit in the Surviving Partnership (the "Partnership Security"), the terms of which Partnership Security shall be set forth in the Surviving Partnership Agreement and which shall reflect the terms set forth in the term sheet attached hereto as Exhibit C. (ii) Any OP Units outstanding and held by Chateau or ROC immediately prior to the Effective Time of the Partnership Merger shall remain outstanding. (iii) At the Effective Time of the Partnership Merger, each holder of a Chateau OP Unit outstanding immediately prior to the Effective Time of the Partnership Merger shall cease to have any rights with respect thereto except the right to receive the applicable Partnership Merger Consideration and to receive any distributions declared, in accordance with the terms hereof, payable to holders of record of Chateau OP Units as of a record date preceding the Effective Time of the Partnership Merger, and unpaid as of the Effective Time of the Partnership Merger. Following the Effective Time of the Partnership Merger, upon delivery to the Paying Agent of such duly executed documents, including a Form of Election, as may be required by the Paying Agent or Purchaser, in accordance with the terms hereof, the Surviving Partnership shall pay to such former holders of OP Units as of the Effective Time of the Partnership Merger any such distributions which remain unpaid at the Effective Time of the Partnership Merger. (iv) Effective as of the Effective Time of the Partnership Merger, without any further act or action on behalf of Chateau or any Chateau Subsidiary or any holder of OP Units, all DRO (Deficit Restoration Agreements) elections and agreements set forth on Section 2.1(k)(vii) of the disclosure letter dated as of the date of this Agreement and delivered to Purchaser in connection with the execution hereof (the "Chateau Disclosure Letter") shall be terminated and shall no longer require Chateau to incur or maintain any recourse or nonrecourse indebtedness of any amount thereafter, nor shall Chateau nor any Chateau Subsidiary have any continuing rights or liabilities thereunder.

Partnership Merger Consideration. The consideration to be paid to the OP Unit Holders and Series A Unit Holders in the Partnership Merger is as follows (the "“Partnership Merger Consideration" ” and, together with the Common Stock Merger Consideration, the "“Merger Consideration"”): (i) Each OP Unit outstanding immediately prior to the Effective Time of the Partnership Merger (other than OP Units held by Chateau and ROC and other than any Dissenting OP Units) shall be exchanged for cash in the amount of the Common Stock Merger Consideration per OP Unit, without interest, provided that if any OP Unit Holder submits to Purchaser a duly and validly completed Form of Election (as defined herein) in accordance with the procedures and time periods specified in Section 4.2(c), and otherwise satisfies the requirements set forth herein and therein, such OP Unit Holder shall instead receive for each OP Unit then held by it a Preferred Security Unit in the Surviving Partnership (the "“Partnership Security"”), the terms of which Partnership Security shall be set forth in the Surviving Partnership Agreement and which shall reflect the terms set forth in the term sheet attached hereto as Exhibit C. (ii) Any OP Units outstanding and held by Chateau or ROC immediately prior to the Effective Time of the Partnership Merger shall remain outstanding. (iii) At the Effective Time of the Partnership Merger, each holder of a Chateau OP Unit outstanding immediately prior to the Effective Time of the Partnership Merger shall cease to have any rights with respect thereto except the right to receive the applicable Partnership Merger Consideration and to receive any distributions declared, in accordance with the terms hereof, payable to holders of record of Chateau OP Units as of a record date preceding the Effective Time of the Partnership Merger, and unpaid as of the Effective Time of the Partnership Merger. Following the Effective Time of the Partnership Merger, upon delivery to the Paying Agent of such duly executed documents, including a Form of Election, as may be required by the Paying Agent or Purchaser, in accordance with the terms hereof, the Surviving Partnership shall pay to such former holders of OP Units as of the Effective Time of the Partnership Merger any such distributions which remain unpaid at the Effective Time of the Partnership Merger. (iv) Effective as of the Effective Time of the Partnership Merger, without any further act or action on behalf of Chateau or any Chateau Subsidiary or any holder of OP Units, all DRO (Deficit Restoration Agreements) elections and agreements set forth on Section 2.1(k)(vii) of the disclosure letter dated as of the date of this Agreement and delivered to Purchaser in connection with the execution hereof (the "“Chateau Disclosure Letter"”) shall be terminated and shall no longer require Chateau to incur or maintain any recourse or nonrecourse indebtedness of any amount thereafter, nor shall Chateau nor any Chateau Subsidiary have any continuing rights or liabilities thereunder.

Partnership Merger Consideration. The consideration to be paid to the OP Unit Holders and Series A Unit Holders in (a) At the Partnership Merger is as follows (Effective Time, by virtue of the "Partner- ship Merger and without any further action on the part of any party hereto or the holders of any Partnership Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration"):Units: (i) Each OP each LP Unit issued and outstanding immediately prior to the Effective Time of the Partnership Merger (Effective Time, other than OP Units held (A) any LP Unit that is owned by Chateau and ROC and other than any Dissenting OP Units) shall be exchanged for cash in the amount of the Common Stock Merger Consideration per OP Unit, without interest, provided that if any OP Unit Holder submits to Purchaser a duly and validly completed Form of Election (as defined herein) in accordance with the procedures and time periods specified in Section 4.2(c), and otherwise satisfies the requirements set forth herein and therein, such OP Unit Holder shall instead receive for each OP Unit then held by it a Preferred Security Unit in the Surviving Partnership (the "Partnership Security")Parent, the terms Company or any of their respective direct or indirect Subsidiaries (unless such LP Unit is in a trust account, managed account, custodial account or similar account and is beneficially owned by a third party) and (B) any LP Unit owned of record by an Electing Holder and with respect to which Partnership Security shall a Roll-Over Election has been made, shall, subject to Section 2.3 and Section 2.4, automati- cally be set forth in converted into the Surviving Partnership Agreement and which shall reflect right to receive the terms set forth in the term sheet attached hereto as Exhibit C.Merger Consideration; (ii) Any OP Units outstanding each LP Unit issued and held by Chateau or ROC immediately prior to the Effective Time of the Partnership Merger shall remain outstanding. (iii) At the Effective Time of the Partnership Merger, each holder of a Chateau OP Unit outstanding immediately prior to the Partnership Merger Effective Time that is (A) owned by Parent, the Company or any of their respective direct or indirect Subsidiaries (other than, in each case, such LP Units in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) or (B) owned of record by an Electing Holder and with respect to which a Roll-Over Election has been made shall remain outstanding as a common unit of limited partnership interest in the Surviving Partnership; provided, however, that in the Private Holding Company Scenario such LP Units owned of record by an Electing Holder shall be converted into preferred units of limited partnership interest in the Surviving Partnership as contemplated by Section 2.5(a) (the Merger Consideration and the common unit (or preferred unit, if applicable) of limited partnership interest in the Surviving Partnership are together referred to herein as the “Partnership Merger Consid- eration”); and (iii) all of the common units of limited partnership interest of Purchaser LP outstanding immediately prior to the Partnership Merger Effective Time shall cease automatically be converted into the right to have any rights with respect thereto except receive a number of com- mon units of limited partnership interest in the Surviving Partnership equal to the number of LP Units that were converted into the right to receive the applicable Partnership Merger Consideration and Con- sideration pursuant to receive any distributions declared, in accordance with the terms hereof, payable to holders of record of Chateau OP Units as of a record date preceding the Effective Time Section 2.2(a)(i) . (b) The general partnership interest of the Operating Partnership Merger, and unpaid as of the Effective Time of the Partnership Merger. Following the Effective Time of the Partnership Merger, upon delivery to the Paying Agent of such duly executed documents, including a Form of Election, as may be required held by the Paying Agent or Purchaser, Company shall remain outstanding and constitute the only outstanding general partnership interest in accordance with the terms hereof, the Surviving Partnership shall pay to such former holders of OP Units as of the Effective Time of the Partnership Merger any such distributions which remain unpaid at the Effective Time of immediately following the Partnership Merger. (iv) Effective as of the Effective Time of the Partnership Merger, without any further act or action on behalf of Chateau or any Chateau Subsidiary or any holder of OP Units, all DRO (Deficit Restoration Agreements) elections and agreements set forth on Section 2.1(k)(vii) of the disclosure letter dated as of the date of this Agreement and delivered to Purchaser in connection with the execution hereof (the "Chateau Disclosure Letter") shall be terminated and shall no longer require Chateau to incur or maintain any recourse or nonrecourse indebtedness of any amount thereafter, nor shall Chateau nor any Chateau Subsidiary have any continuing rights or liabilities thereunder.

Partnership Merger Consideration. The consideration to be paid to the OP Unit Holders and Series A Unit Holders in (a) At the Partnership Merger is as follows (Effective Time, by virtue of the "Partnership OP Merger Consideration" andand without any further action on the part of the Parties, together with the Common Stock Merger Consideration, the "Merger Consideration"): (i) Each each OP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time of that is owned by Target (the "Cancelled OP Units") shall automatically be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (b) At the Partnership Merger (Effective Time, by virtue of the OP Merger and without any further action on the part of the Parties, each OP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time, other than OP Units held by Chateau and ROC and other than any Dissenting OP Units) cancelled pursuant to Section 2.2(a), shall automatically be exchanged for converted into the right to receive cash in the an amount of equal to the Common Stock Merger Consideration per Price Per Share. Notwithstanding the foregoing, if Buyer delivers a notice (an "Election Notice") to Target that it intends to offer holders of Target OP UnitUnits an opportunity to elect to (i) retain common units ("Continuing Units") in the Surviving Partnership with terms that are substantially the same as the Target OP Units, without interestor (ii) receive a new class of preferred units ("Preferred Units") in the Surviving Partnership with terms specified by Buyer, provided that then if any holder of Target OP Unit Holder submits Units qualifies as an "accredited investor" (within the meaning of Section 501 of Regulation D promulgated under the Securities Act) and has previously submitted to Purchaser Buyer a duly and validly completed Form of Election (as defined herein) in accordance with the procedures and time periods specified in Section 4.2(c7.17 hereof (the "Election"), and otherwise satisfies then, in lieu of the requirements set forth herein and thereinright to receive cash in an amount equal to the Common Stock Price Per Share, such holder's Target OP Unit Holder Units shall instead receive be converted into Continuing Units or Preferred Units, as specified by such holder in its Form of Election. At least ten (10) Business Days prior to the date that Target determines in good faith is the date that it intends to mail the Proxy Statement, Target shall deliver a written notice to Buyer specifying such intended mailing date. Buyer shall deliver the Election Notice at least five (5) Business Days prior to the date specified by Target as its intended date for each mailing the Proxy Statement. (c) At the Partnership Merger Effective Time, by virtue of the OP Unit then held by it a Preferred Security Unit Merger and without any further action on the part of the Parties, (i) the general partner interest in Buyer Operating Partnership shall be automatically converted into the general partner interest in the Surviving Partnership (and shall constitute the "Partnership Security"), the terms of which Partnership Security shall be set forth only outstanding general partner interest in the Surviving Partnership Agreement and which shall reflect the terms set forth in the term sheet attached hereto as Exhibit C. (ii) Any the limited partner interest in Buyer Operating Partnership shall automatically be converted into a limited partner interest in the Surviving Partnership and shall constitute the only outstanding limited partner interest in the Surviving Partnership unless any holders of Target OP Units outstanding and held by Chateau make an Election to receive Continuing Units or ROC immediately prior to the Effective Time of the Partnership Merger shall remain outstandingPreferred Units. (iiid) At If, at any time during the Effective Time of the Partnership Merger, each holder of a Chateau OP Unit outstanding immediately prior to the Effective Time of the Partnership Merger shall cease to have any rights with respect thereto except the right to receive the applicable Partnership Merger Consideration and to receive any distributions declared, in accordance with the terms hereof, payable to holders of record of Chateau OP Units as of a record date preceding the Effective Time of the Partnership Merger, and unpaid as of the Effective Time of the Partnership Merger. Following the Effective Time of the Partnership Merger, upon delivery to the Paying Agent of such duly executed documents, including a Form of Election, as may be required by the Paying Agent or Purchaser, in accordance with the terms hereof, the Surviving Partnership shall pay to such former holders of OP Units as of the Effective Time of the Partnership Merger any such distributions which remain unpaid at the Effective Time of the Partnership Merger. (iv) Effective as of the Effective Time of the Partnership Merger, without any further act or action on behalf of Chateau or any Chateau Subsidiary or any holder of OP Units, all DRO (Deficit Restoration Agreements) elections and agreements set forth on Section 2.1(k)(vii) of the disclosure letter dated as of period between the date of this Agreement and delivered the Partnership Merger Effective Time, any change in the outstanding OP Units shall occur as a result of any reclassification, recapitalization, unit split (including a reverse unit split) or combination, exchange or readjustment of units, or any unit dividend or unit distribution with a record date during such period (it being understood that the right of Target to Purchaser in connection with effect the execution hereof (the "Chateau Disclosure Letter") foregoing shall be terminated and subject to section 6.2), the Partnership Merger Consideration shall no longer require Chateau be equitably adjusted to incur or maintain any recourse or nonrecourse indebtedness of any amount thereafter, nor shall Chateau nor any Chateau Subsidiary have any continuing rights or liabilities thereunderreflect such change.

Partnership Merger Consideration. The consideration to be paid to the OP Unit Holders and Series A Unit Holders in (a) At the Partnership Merger is as follows (Effective Time, by virtue of the "Partnership Merger Consideration" andand without any further action on the part of Purchaser Acquisition LP, together with AMLI LP or the Common Stock Merger ConsiderationAMLI LP Unitholders, the "Merger Consideration"): (i) Each OP each LP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time that is owned by AMLI LP or by any wholly owned Subsidiary of AMLI LP (other than, in each case, LP Units in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (b) At the Partnership Merger Effective Time, by virtue of the Partnership Merger (other than OP Units held by Chateau and ROC and other than without any Dissenting OP Units) shall be exchanged for cash in further action on the amount part of Purchaser Acquisition LP, AMLI LP or the Common Stock Merger Consideration per OP Unit, without interest, provided that if any OP Unit Holder submits to Purchaser a duly and validly completed Form of Election (as defined herein) in accordance with the procedures and time periods specified in Section 4.2(c), and otherwise satisfies the requirements set forth herein and therein, such OP Unit Holder shall instead receive for each OP Unit then held by it a Preferred Security Unit in the Surviving Partnership (the "Partnership Security"), the terms of which Partnership Security shall be set forth in the Surviving Partnership Agreement and which shall reflect the terms set forth in the term sheet attached hereto as Exhibit C. (ii) Any OP Units outstanding and held by Chateau or ROC immediately prior to the Effective Time of the Partnership Merger shall remain outstanding. (iii) At the Effective Time of the Partnership MergerAMLI LP Unitholders, each holder of a Chateau OP LP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time Time, other than LP Units cancelled pursuant to Section 1.5(a), shall automatically be converted into the right to receive cash, without interest thereon (the “Partnership Merger Consideration”), in an amount equal to the product of (A) the Merger Consideration multiplied by (B) the number of AMLI Common Shares issuable upon exchange of each such LP Unit in accordance with the Amended and Restated Agreement of Limited Partnership of AMLI LP (the “AMLI LP Agreement”). (c) At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any further action on the part of Purchaser Acquisition LP, AMLI LP or the AMLI LP Unitholders, the Series B units of limited partnership interests of AMLI LP and the Series D units of limited partnership interest of AMLI LP issued and outstanding immediately prior to the Partnership Merger Effective Time shall automatically be canceled and retired and shall cease to have any rights exist, and no payment shall be made with respect thereto except thereto. (d) At the right to receive the applicable Partnership Merger Consideration and to receive any distributions declaredEffective Time, in accordance with the terms hereof, payable to holders of record of Chateau OP Units as of a record date preceding the Effective Time of the Partnership Merger, and unpaid as of the Effective Time of the Partnership Merger. Following the Effective Time of the Partnership Merger, upon delivery to the Paying Agent of such duly executed documents, including a Form of Election, as may be required by the Paying Agent or Purchaser, in accordance with the terms hereof, the Surviving Partnership shall pay to such former holders of OP Units as of the Effective Time virtue of the Partnership Merger and without any such distributions which remain unpaid at further action on the part of Purchaser Acquisition LP, AMLI LP or the AMLI LP Unitholders, the general partner interests of AMLI LP shall automatically be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (e) At the Partnership Merger Effective Time Time, by virtue of the Partnership Merger. (iv) Effective as of the Effective Time of the Partnership Merger, Merger and without any further act or action on behalf the part of Chateau Purchaser Acquisition LP, AMLI LP or any Chateau Subsidiary or any holder of OP Unitsthe AMLI LP Unitholders, all DRO (Deficit Restoration Agreementsi) elections and agreements set forth on Section 2.1(k)(vii) of the disclosure letter dated as of the date of this Agreement and delivered to general partnership interest in Purchaser in connection with the execution hereof (the "Chateau Disclosure Letter") Acquisition LP shall be terminated automatically converted into the general partnership interest in the Surviving Partnership and shall no longer require Chateau to incur or maintain any recourse or nonrecourse indebtedness of any amount thereafter, nor constitute the only outstanding general partnership interest in the Surviving Partnership and (ii) the limited partnership interest in Purchaser Acquisition LP shall Chateau nor any Chateau Subsidiary have any continuing rights or liabilities thereunderautomatically be converted into the limited partnership interest in the Surviving Partnership and shall constitute the only outstanding limited partnership interest in the Surviving Partnership.

Partnership Merger Consideration. The consideration to be paid to the OP Unit Holders and Series A Unit Holders in (a) At the Partnership Merger is as follows (Effective Time, by virtue of the "Partnership Merger Consideration" and, together with and without any further action on the Common Stock Merger Consideration, part of any party hereto or the "Merger Consideration"):holders of any Partnership Units: (i) Each OP each LP Unit issued and outstanding immediately prior to the Effective Time of the Partnership Merger (Effective Time, other than OP Units held (A) any LP Unit that is owned by Chateau Parent, the Company or any of their respective direct or indirect Subsidiaries (unless such LP Unit is in a trust account, managed account, custodial account or similar account and ROC is beneficially owned by a third party) and other than (B) any Dissenting OP Units) shall LP Unit owned of record by an Electing Holder and with respect to which a Roll-Over Election has been made, shall, subject to Section 2.3 and Section 2.4, automatically be exchanged for cash in converted into the amount of right to receive the Common Stock Merger Consideration per OP or, if Section 1.12(a) is applicable, into a Roll-Over Unit, without interest, provided that if any OP Unit Holder submits to Purchaser a duly and validly completed Form of Election (as defined herein) in accordance with the procedures and time periods specified in Section 4.2(c), and otherwise satisfies the requirements set forth herein and therein, such OP Unit Holder shall instead receive for each OP Unit then held by it a Preferred Security Unit in the Surviving Partnership (the "Partnership Security"), the terms of which Partnership Security shall be set forth in the Surviving Partnership Agreement and which shall reflect the terms set forth in the term sheet attached hereto as Exhibit C.; (ii) Any OP Units outstanding and held by Chateau or ROC immediately prior subject to the Effective Time of the Partnership Merger shall remain outstanding. (iii) At the Effective Time of the Partnership MergerSection 1.12(a), each holder of a Chateau OP LP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time that is (A) owned by Parent, the Company or any of their respective direct or indirect Subsidiaries (other than, in each case, such LP Units in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall remain outstanding as a common unit of limited partnership interest in the Surviving Partnership or (B) owned of record by an Electing Holder and with respect to which a Roll-Over Election has been made shall be contributed to the Simon Operating Partnership in exchange for a number of common interests in the Simon Operating Partnership (“Simon OP Units”) equal to the quotient obtained by dividing the Offer Price by $119.67 (rounded to the fourth decimal place) per LP Unit (the Merger Consideration, the Simon OP Units and the Roll-Over Units are, as applicable, referred to herein as the “Partnership Merger Consideration”); and (iii) all of the common units of limited partnership interest of Purchaser LP outstanding immediately prior to the Partnership Merger Effective Time shall cease automatically be converted into the right to have any rights with respect thereto except receive a number of common units of limited partnership interest in the Surviving Partnership equal to the number of LP Units that were converted into the right to receive the applicable Partnership Merger Consideration and pursuant to receive any distributions declared, in accordance with the terms hereof, payable to holders of record of Chateau OP Units as of a record date preceding the Effective Time Section 2.2(a)(i). (b) The general partnership interest of the Operating Partnership Merger, and unpaid as of the Effective Time of the Partnership Merger. Following the Effective Time of the Partnership Merger, upon delivery to the Paying Agent of such duly executed documents, including a Form of Election, as may be required held by the Paying Agent or Purchaser, Company shall remain outstanding and constitute the only outstanding general partnership interest in accordance with the terms hereof, the Surviving Partnership shall pay to such former holders of OP Units as of the Effective Time of the Partnership Merger any such distributions which remain unpaid at the Effective Time of immediately following the Partnership Merger. (iv) Effective as of the Effective Time of the Partnership Merger, without any further act or action on behalf of Chateau or any Chateau Subsidiary or any holder of OP Units, all DRO (Deficit Restoration Agreements) elections and agreements set forth on Section 2.1(k)(vii) of the disclosure letter dated as of the date of this Agreement and delivered to Purchaser in connection with the execution hereof (the "Chateau Disclosure Letter") shall be terminated and shall no longer require Chateau to incur or maintain any recourse or nonrecourse indebtedness of any amount thereafter, nor shall Chateau nor any Chateau Subsidiary have any continuing rights or liabilities thereunder.

Partnership Merger Consideration. The consideration to be paid to holders of Partnership Units (as defined in the OP Unit Holders Xxxxxxx Partnership Agreement) and Series A Unit Holders Partnership Interests (as defined in the Xxxxxxx Partnership Agreement) of Xxxxxxx Partnership in the Partnership Merger is as follows (collectively, the "“Partnership Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration"):”) is as follows: (i) Each OP Partnership Unit outstanding immediately prior (as defined in the Xxxxxxx Partnership Agreement) of Xxxxxxx Partnership, excluding all Partnership Units allocated to the Effective Time of the Partnership Merger (other than Xxxxxxx Preferred OP Units held by Chateau and ROC and other than any Dissenting OP Units) shall be exchanged for cash in the amount of the Common Stock Merger Consideration per OP Unit, without interest, provided that if any OP Unit Holder submits to Purchaser a duly and validly completed Form of Election (as defined herein) in accordance with the procedures and time periods specified in Section 4.2(c(“Xxxxxxx OP Units”), and otherwise satisfies the requirements set forth herein and therein, such OP Unit Holder shall instead receive for each OP Unit then held by it a Preferred Security Unit in the Surviving Partnership (the "Partnership Security"), the terms of which Partnership Security shall be set forth in the Surviving Partnership Agreement and which shall reflect the terms set forth in the term sheet attached hereto as Exhibit C. (ii) Any OP Units outstanding and held by Chateau or ROC immediately prior to the Effective Time of the Partnership Merger shall remain outstanding. (iii) At the Effective Time of the Partnership Merger, each holder of a Chateau OP Unit outstanding immediately prior to the Effective Time of the Partnership Merger shall cease be exchanged for 1.94462 Class A Units (as defined in the EOP Partnership Agreement) of EOP Partnership (“Equity Office OP Units”). The holders of the Equity Office OP Units issued in the Partnership Merger (other than Xxxxxxx and Xxxxxxx Subsidiaries (as defined herein)) shall be entitled to redeem such Equity Office OP Units immediately following the consummation of the Partnership Merger (and thereafter) pursuant to the terms of the EOP Partnership Agreement, except that for purposes of the exchange provisions thereof such Equity Office OP Units shall be deemed to have any been issued as of the date the related Xxxxxxx OP Units were issued by Xxxxxxx Partnership (or if earlier, one year prior to the Effective Time of the Partnership Merger), and shall be entitled to the same rights with respect thereto except and privileges as the right to receive the applicable Partnership Merger Consideration and to receive any distributions declared, in accordance with the terms hereof, payable to holders of record of Chateau Equity Office OP Units outstanding on the date hereof. (ii) The Series A Preferred Interest (as defined in the Xxxxxxx Partnership Agreement) of a record date preceding Xxxxxxx Partnership (“Xxxxxxx Series A Preferred OP Unit”) outstanding immediately prior to the Effective Time of the Partnership Merger, and unpaid if any, shall be exchanged for 1,000,000 Series D Preferred Units (as defined in the EOP Partnership Agreement), designated a Series D Preferred Unit, of EOP Partnership (each, an “Equity Office Series D Preferred OP Unit”). (iii) The Series B Cumulative Redeemable Preferred Interest (as defined in the Effective Time Xxxxxxx Partnership Agreement) of the Xxxxxxx Partnership Merger. Following the Effective Time of the Partnership Merger, upon delivery (“Xxxxxxx Series B Preferred OP Unit”) outstanding immediately prior to the Paying Agent of such duly executed documents, including a Form of Election, as may be required by the Paying Agent or Purchaser, in accordance with the terms hereof, the Surviving Partnership shall pay to such former holders of OP Units as of the Effective Time of the Partnership Merger any such distributions which remain unpaid at shall be exchanged for 4,250,000 Series E Preferred Units (as defined in the EOP Partnership Agreement), designated a Series E Preferred Unit, of EOP Partnership (each, an “Equity Office Series E Preferred OP Unit”). (iv) The Series C Cumulative Redeemable Preferred Interest (as defined in the Xxxxxxx Partnership Agreement) of Xxxxxxx Partnership (“Xxxxxxx Series C Preferred OP Unit”) outstanding immediately prior to the Effective Time of the Partnership MergerMerger shall be exchanged for 6,000,000 Series F Preferred Units (as defined in the EOP Partnership Agreement), designated a Series F Preferred Unit, of EOP Partnership (each, an “Equity Office Series F Preferred OP Unit”). (ivv) Effective Each Series D Preferred Unit (as defined in the Xxxxxxx Partnership Agreement) of Xxxxxxx Partnership (“Xxxxxxx Series D Preferred OP Unit”) outstanding immediately prior to the Effective Time of the Partnership MergerMerger shall be exchanged for one Series G Preferred Unit (as defined in the EOP Partnership Agreement), without any further act or action on behalf designated a Series G Preferred Unit, of Chateau or any Chateau Subsidiary or any holder of EOP Partnership (“Equity Office Series G Preferred OP Units, all DRO Unit”). (Deficit Restoration Agreementsvi) elections and agreements set forth on Section 2.1(k)(viiThe Series E Cumulative Redeemable Preferred Interest (as defined in the Xxxxxxx Partnership Agreement) of Xxxxxxx Partnership (“Xxxxxxx Series E Preferred OP Unit”) outstanding immediately prior to the disclosure letter dated as Effective Time of the date of this Agreement and delivered to Purchaser in connection with the execution hereof (the "Chateau Disclosure Letter") Partnership Merger shall be terminated and shall no longer require Chateau to incur or maintain any recourse or nonrecourse indebtedness exchanged for 4,000,000 Series H Preferred Units (as defined in the EOP Partnership Agreement), designated a Series H Preferred Unit, of any amount thereafterEOP Partnership (each, nor shall Chateau nor any Chateau Subsidiary have any continuing rights or liabilities thereunderan “Equity Office Series H Preferred OP Unit”).

Partnership Merger Consideration. The consideration to be paid to holders of Partnership Units (as defined in the OP Unit Holders Xxxxx Partnership Agreement) and Series A Unit Holders Partnership Interests (as defined in the Xxxxx Partnership Agreement) of Xxxxx Partnership in the Partnership Merger is as follows (collectively, the "Partnership Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration"):) is as follows: (i) Each OP Class A Partnership Unit outstanding immediately prior to the Effective Time of the Xxxxx Partnership Merger (other than OP Units held by Chateau and ROC and other than any Dissenting "Class A Xxxxx OP Units) shall be exchanged for cash in the amount of the Common Stock Merger Consideration per OP Unit, without interest, provided that if any OP Unit Holder submits to Purchaser a duly and validly completed Form of Election (as defined herein) in accordance with the procedures and time periods specified in Section 4.2(c), and otherwise satisfies the requirements set forth herein and therein, such OP Unit Holder shall instead receive for each OP Unit then held by it a Preferred Security Unit in the Surviving Partnership (the "Partnership Security"), the terms of which Partnership Security shall be set forth in the Surviving Partnership Agreement and which shall reflect the terms set forth in the term sheet attached hereto as Exhibit C. (ii) Any OP Units outstanding and held by Chateau or ROC immediately prior to the Effective Time of the Partnership Merger shall remain outstanding. (iii) At the Effective Time of the Partnership Merger, each holder of a Chateau OP Unit outstanding immediately prior to the Effective Time of the Partnership Merger shall cease to have any rights with respect thereto except be converted into the right to receive 1.975 Class A Shares of Beneficial Interest of Archstone Surviving Subsidiary ("Archstone Surviving Subsidiary Class A Shares"). The Archstone Surviving Subsidiary Class A Shares issued to the applicable holders of Class A Xxxxx OP Units (other than New Archstone, as the successor to Xxxxx in the Merger) will be in the Partnership Merger Consideration denominated as Class A-1 Shares of Beneficial Interest of Archstone Surviving Subsidiary ("Archstone Surviving Subsidiary Class A-1 Shares"). The Archstone Surviving Subsidiary Class A Shares issued to New Archstone (as the successor to Xxxxx in the Merger) will be denominated as Class A-2 Shares of Beneficial Interest of Archstone Surviving Subsidiary. The holders of the Archstone Surviving Subsidiary Class A-1 Shares issued in the Partnership Merger shall be entitled to redeem such Archstone Surviving Subsidiary Class A-1 Shares immediately following the consummation of the Partnership Merger (and thereafter) pursuant to the terms of the Archstone Surviving Subsidiary Declaration of Trust, except that for purposes of the exchange provisions thereof such Archstone Surviving Subsidiary Class A-1 Shares shall be deemed to have been issued as of the date the related Class A Xxxxx OP Units were issued by Xxxxx Partnership (or if earlier, one year prior to the Effective Time of the Partnership Merger); (ii) Each Class B Partnership Unit of Xxxxx Partnership, if any ("Class B Xxxxx OP Units" and together with the Class A Xxxxx OP Units, the "Xxxxx OP Units"), outstanding immediately prior to the Effective Time of the Partnership Merger shall be converted into the right to receive any distributions declared, 1.975 Class B Shares of Beneficial Interest of Archstone Surviving Subsidiary ("Archstone Surviving Subsidiary Class B Shares"); (iii) Each Series A Cumulative Convertible Redeemable Preferred Unit (as defined in accordance with the terms hereof, payable Xxxxx Partnership Agreement) of Xxxxx Partnership ("Xxxxx Series A Preferred OP Unit") outstanding immediately prior to holders of record of Chateau OP Units as of a record date preceding the Effective Time of the Partnership Merger, and unpaid if any, shall be converted into the right to receive one Series H Cumulative Convertible Redeemable Preferred Share of Beneficial Interest (as defined in the Archstone Surviving Subsidiary Declaration of Trust) of Archstone Surviving Subsidiary ("Archstone Surviving Subsidiary Series H Preferred Shares"); (iv) Each Series C Cumulative Redeemable Preferred Unit (as defined in the Effective Time Xxxxx Partnership Agreement) of the Xxxxx Partnership Merger. Following ("Xxxxx Series C Preferred OP Unit") outstanding immediately prior to the Effective Time of the Partnership Merger, upon delivery if any, shall be converted into the right to receive one Series I Cumulative Redeemable Preferred Share of Beneficial Interest (as defined in the Paying Agent Archstone Surviving Subsidiary Declaration of such duly executed documents, including a Form Trust) of Election, as may be required by the Paying Agent or Purchaser, in accordance with the terms hereof, the Archstone Surviving Partnership shall pay to such former holders of OP Units as of the Effective Time of the Partnership Merger any such distributions which remain unpaid at the Effective Time of the Partnership Merger.Subsidiary ("Archstone Surviving Subsidiary Series I Preferred Shares"); (ivv) Effective Each Series E Cumulative Convertible Redeemable Preferred Unit (as defined in the Xxxxx Partnership Agreement) of Xxxxx Partnership ("Xxxxx Series E Preferred OP Unit") outstanding immediately prior to the Effective Time of the Partnership Merger, without any further act or action on behalf if any, shall be converted into the right to receive one Series J Cumulative Convertible Redeemable Preferred Share of Chateau or any Chateau Beneficial Interest (as defined in the Archstone Surviving Subsidiary or any holder Declaration of OP Units, all DRO (Deficit Restoration Agreements) elections and agreements set forth on Section 2.1(k)(viiTrust) of Archstone Surviving Subsidiary ("Archstone Surviving Subsidiary Series J Preferred Shares"); (vi) Each Series F Cumulative Redeemable Preferred Unit (as defined in the disclosure letter dated as Xxxxx Partnership Agreement) of Xxxxx Partnership ("Xxxxx Series F Preferred OP Unit") outstanding immediately prior to the Effective Time of the date Partnership Merger, if any, shall be converted into the right to receive one Series K Cumulative Redeemable Preferred Share of this Agreement and delivered to Purchaser Beneficial Interest (as defined in connection with the execution hereof Archstone Surviving Subsidiary Declaration of Trust) of Archstone Surviving Subsidiary ("Archstone Surviving Subsidiary Series K Preferred Shares"); (vii) Each Series G Cumulative Convertible Redeemable Preferred Unit (as defined in the Xxxxx Partnership Agreement) of Xxxxx Partnership ("Chateau Disclosure LetterXxxxx Series G Preferred OP Unit") outstanding immediately prior to the Effective Time of the Partnership Merger, if any, shall be terminated and converted into the right to receive one Series L Cumulative Convertible Redeemable Preferred Share of Beneficial Interest (as defined in the Archstone Surviving Subsidiary Declaration of Trust) of Archstone Surviving Subsidiary ("Archstone Surviving Subsidiary Series L Preferred Shares"); and (viii) Each Series H Cumulative Redeemable Preferred Unit (as defined in the Xxxxx Partnership Agreement) of Xxxxx Partnership ("Xxxxx Series H Preferred OP Unit") outstanding immediately prior to the Effective Time of the Partnership Merger, if any, shall no longer require Chateau be converted into the right to incur or maintain any recourse or nonrecourse indebtedness receive one Series M Cumulative Redeemable Preferred Share of any amount thereafter, nor shall Chateau nor any Chateau Beneficial Interest (as defined in the Archstone Surviving Subsidiary have any continuing rights or liabilities thereunderDeclaration of Trust) of Archstone Surviving Subsidiary ("Archstone Surviving Subsidiary Series M Preferred Shares").

Partnership Merger Consideration. The consideration to be paid to the OP Unit Holders and Series A Unit Holders in (a) At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any further action on the part of Purchaser Acquisition LP, AMLI LP or the AMLI LP Unitholders, each LP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time that is as follows owned by AMLI LP or by any wholly owned Subsidiary of AMLI LP (other than, in each case, LP Units in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (b) At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any further action on the part of Purchaser Acquisition LP, AMLI LP or the AMLI LP Unitholders, each LP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time, other than LP Units cancelled pursuant to Section 1.5(a), shall automatically be converted into the right to receive cash, without interest thereon (the "Partnership Merger Consideration" and"), together in an amount equal to the product of (A) the Merger Consideration multiplied by (B) the number of AMLI Common Shares issuable upon exchange of each such LP Unit in accordance with the Common Stock Amended and Restated Agreement of Limited Partnership of AMLI LP (the "AMLI LP Agreement"). (c) At the Partnership Merger ConsiderationEffective Time, by virtue of the Partnership Merger and without any further action on the part of Purchaser Acquisition LP, AMLI LP or the AMLI LP Unitholders, the "Merger Consideration"): (i) Each OP Unit Series B units of limited partnership interests of AMLI LP and the Series D units of limited partnership interest of AMLI LP issued and outstanding immediately prior to the Partnership Merger Effective Time shall automatically be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (d) At the Partnership Merger Effective Time, by virtue of the Partnership Merger (other than OP Units held by Chateau and ROC without any further action on the part of Purchaser Acquisition LP, AMLI LP or the AMLI LP Unitholders, the general partner interests of AMLI LP shall automatically be canceled and other than any Dissenting OP Units) retired and shall cease to exist, and no payment shall be exchanged for cash in made with respect thereto. (e) At the amount Partnership Merger Effective Time, by virtue of the Common Stock Partnership Merger Consideration per OP Unitand without any further action on the part of Purchaser Acquisition LP, without interestAMLI LP or the AMLI LP Unitholders, provided that if any OP Unit Holder submits to (i) the general partnership interest in Purchaser a duly and validly completed Form of Election (as defined herein) in accordance with Acquisition LP shall be automatically converted into the procedures and time periods specified in Section 4.2(c), and otherwise satisfies the requirements set forth herein and therein, such OP Unit Holder shall instead receive for each OP Unit then held by it a Preferred Security Unit general partnership interest in the Surviving Partnership (and shall constitute the "Partnership Security"), the terms of which Partnership Security shall be set forth only outstanding general partnership interest in the Surviving Partnership Agreement and which shall reflect the terms set forth in the term sheet attached hereto as Exhibit C. (ii) Any OP Units outstanding and held by Chateau or ROC immediately prior to the Effective Time of limited partnership interest in Purchaser Acquisition LP shall automatically be converted into the Partnership Merger shall remain outstanding. (iii) At the Effective Time of the Partnership Merger, each holder of a Chateau OP Unit outstanding immediately prior to the Effective Time of the Partnership Merger shall cease to have any rights with respect thereto except the right to receive the applicable Partnership Merger Consideration and to receive any distributions declared, limited partnership interest in accordance with the terms hereof, payable to holders of record of Chateau OP Units as of a record date preceding the Effective Time of the Partnership Merger, and unpaid as of the Effective Time of the Partnership Merger. Following the Effective Time of the Partnership Merger, upon delivery to the Paying Agent of such duly executed documents, including a Form of Election, as may be required by the Paying Agent or Purchaser, in accordance with the terms hereof, the Surviving Partnership shall pay to such former holders of OP Units as of the Effective Time of the Partnership Merger any such distributions which remain unpaid at the Effective Time of the Partnership Merger. (iv) Effective as of the Effective Time of the Partnership Merger, without any further act or action on behalf of Chateau or any Chateau Subsidiary or any holder of OP Units, all DRO (Deficit Restoration Agreements) elections and agreements set forth on Section 2.1(k)(vii) of the disclosure letter dated as of the date of this Agreement and delivered to Purchaser in connection with the execution hereof (the "Chateau Disclosure Letter") shall be terminated and shall no longer require Chateau to incur or maintain any recourse or nonrecourse indebtedness of any amount thereafter, nor shall Chateau nor any Chateau Subsidiary have any continuing rights or liabilities thereunderconstitute the only outstanding limited partnership interest in the Surviving Partnership.