Common use of Procedure for Exchange and/or Redemption of Series C Preferred Units Clause in Contracts

Procedure for Exchange and/or Redemption of Series C Preferred Units. (i) The exchange right only may be exercised pursuant to a written notice of exchange (the “Series C Exchange Notice”) delivered to the Managing Member and GGPI by holders of Series C Preferred Units owning at least fifty-one percent (51%) of the outstanding Series C Preferred Units by fax and certified mail postage prepaid. The closing of the exchange, purchase and/or redemption pursuant to this Section 6 shall occur within fifteen (15) Business Days following the giving of the Series C Exchange Notice. At the closing, the exchanging holder(s) shall deliver such instruments of transfer and other documents as GGPI or the Managing Member may reasonably request, and GGPI and/or the Company shall deliver to the exchanging holder(s) certificates representing the Common Shares and/or the cash redemption and/or purchase price. Notwithstanding anything to the contrary contained herein, any and all Series C Preferred Units to be exchanged for Common Shares pursuant to this Section shall be so exchanged in a single transaction at one time. As a condition to the exercise of the rights contained in this Section 6, each holder of Series C Preferred Units shall make such customary representations and warranties as may be reasonably necessary for the Managing Member or GGPI to establish that the issuance of Common Shares pursuant to the exchange shall not be required to be registered under the Securities Act or any applicable state securities laws, including without limitation representations and warranties that such holder is an accredited investor as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act and that such holder is acquiring such Common Shares for investment, solely for its own account and not with a view to or for the resale or distribution thereof (other than pursuant to the Registration Statement, as defined below); provided, however, that in the event a holder is unable to make such representations, the condition shall be deemed satisfied with respect to such holder by virtue of Section 6(a)(iv). Any Common Shares issued pursuant to this Section to a holder of Series C Preferred Units shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Charter or the by-laws of GGPI, the Securities Act or relevant state securities or blue sky laws or created by, through or under such holder, and any Series C Preferred Units as to which the exchange right has been exercised shall be free of any pledge, lien, encumbrance or restriction other than those provided in the Agreement, the Securities Act and relevant state securities or blue sky laws (and the parties shall make representations and warranties to the other to such effect). Subject to the provisions of Section 6(c) of this Schedule B, the certificates representing the Common Shares issued upon exchange of the Series C Preferred Units shall, in addition to any legend required by the Charter, contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange and/or Redemption of Series C Preferred Units. (i) The Any exchange right only may shall be exercised pursuant to a written notice of exchange (the “"Series C Exchange Notice”") delivered to AMB and the Managing Member and GGPI General Partner by holders of Series C Preferred Units owning the Partners representing at least fifty-one percent (51%) % of the outstanding Series C Preferred Units (or by Contributors in the case of an exchange pursuant to the last sentence of Section 16.8.A.(i) hereof) by (a) fax and (b) by certified mail postage prepaid. The closing AMB may effect any exchange of Series C Preferred Units, or the General Partner may exercise its option to cause the Partnership to redeem any portion of the exchange, purchase and/or redemption Series C Preferred Units for cash pursuant to this Section 6 shall occur 16.8.A(ii) or redeem Excess Units pursuant to Section 16.8.A(iii), by delivering to each holder of record of Series C Preferred Units, within fifteen ten (1510) Business Days following the giving receipt of the Series C Exchange Notice. At , (a) if the closingGeneral Partner elects to cause the Partnership to acquire any of the Series C Preferred Units then outstanding, the exchanging holder(s) shall deliver such instruments of transfer and other documents as GGPI or the Managing Member may reasonably request, and GGPI and/or the Company shall deliver to the exchanging holder(s(1) certificates representing the Common Series C Preferred Shares and/or being issued in exchange for the cash Series C Preferred Units of such holder being exchanged and (2) a written notice (a "Series C Redemption Notice") stating (A) the redemption and/or purchase date, which may be the date of such Series C Redemption Notice or any other date which is not later than sixty (60) days following the receipt 71 77 of the Series C Exchange Notice, (B) the redemption price, (C) the place or places where the Series C Preferred Units are to be surrendered and (D) that distributions on the Series C Preferred Units will cease to accrue on such redemption date, or (b) if the General Partner elects to cause the Partnership to redeem all of the Series C Preferred Units then outstanding in exchange for cash, a Series C Redemption Notice. Series C Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Series C Preferred Shares (with respect to Series C Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series C Preferred Units redeemed). Holders of Series C Preferred Units shall deliver any canceled certificates representing Series C Preferred Units which have been exchanged or redeemed to the office of General Partner (which currently is located at 505 Xxxxxxxxxx Xxxxxx, San Francisco, California 94111) within ten (10) Business Days of the exchange or redemption with respect thereto. Notwithstanding anything to the contrary contained herein, any and all Series C Preferred Units to be exchanged for Common Shares Series C Preferred Stock pursuant to this Section 16.8 shall be so exchanged in a single transaction at one time. As a condition to exchange, AMB may require the exercise of the rights contained in this Section 6, each holder holders of Series C Preferred Units shall to make such customary representations and warranties as may be reasonably necessary for the Managing Member or GGPI General Partner to establish that the issuance of Common Series C Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act or any applicable state securities laws, including without limitation representations and warranties that such holder is an accredited investor as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act and that such holder is acquiring such Common Shares for investment, solely for its own account and not with a view to or for the resale or distribution thereof (other than pursuant to the Registration Statement, as defined below); provided, however, that in the event a holder is unable to make such representations, the condition shall be deemed satisfied with respect to such holder by virtue of Section 6(a)(iv). Any Common Series C Preferred Shares issued pursuant to this Section to a holder of Series C Preferred Units 16.8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Charter or the by-laws of GGPIREIT Charter, the Securities Act or relevant state securities or blue sky laws or created by, through or under such holder, and any Series C Preferred Units as to which the exchange right has been exercised shall be free Bylaws of any pledge, lien, encumbrance or restriction other than those provided in the AgreementAMB, the Securities Act and relevant state securities or blue sky laws (and the parties shall make representations and warranties to the other to such effect)laws. Subject to the provisions of Section 6(c) of this Schedule B, the The certificates representing the Common Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall, in addition to any legend required by the Charter, shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”) "), AND STATE SECURITIES LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange and/or Redemption of Series C Preferred Units. (i) The Any exchange right only may shall be exercised pursuant to a written notice of exchange (the “"Series C Exchange Notice”") delivered to AMB and the Managing Member and GGPI General Partner by holders of Series C Preferred Units owning the Partners representing at least fifty-one percent (51%) % of the outstanding Series C Preferred Units (or by Contributors in the case of an exchange pursuant to the last sentence of Section 16.8.A.(i) hereof) by (a) fax and (b) by certified mail postage prepaid. The closing AMB may effect any exchange of Series C Preferred Units, or the General Partner may exercise its option to cause the Partnership to redeem any portion of the exchange, purchase and/or redemption Series C Preferred Units for cash pursuant to this Section 6 shall occur 16.8.A(ii) or redeem Excess Units pursuant to Section 16.8.A(iii), by delivering to each holder of record of Series C Preferred Units, within fifteen ten (1510) Business Days following the giving receipt of the Series C Exchange Notice. At , (a) if the closingGeneral Partner elects to cause the Partnership to acquire any of the Series C Preferred Units then outstanding, the exchanging holder(s) shall deliver such instruments of transfer and other documents as GGPI or the Managing Member may reasonably request, and GGPI and/or the Company shall deliver to the exchanging holder(s(1) certificates representing the Common Series C Preferred Shares and/or being issued in exchange for the cash Series C Preferred Units of such holder being exchanged and (2) a written notice (a "Series C Redemption Notice") stating (A) the redemption and/or purchase date, which may be the date of such Series C Redemption Notice or any other date which is not later than sixty (60) days following the receipt of the Series C Exchange Notice, (B) the redemption price, (C) the place or places where the Series C Preferred Units are to be surrendered and (D) that distributions on the Series C Preferred Units will cease to accrue on such redemption date, or (b) if the General Partner elects to cause the Partnership to redeem all of the Series C Preferred Units then outstanding in exchange for cash, a Series C Redemption Notice. Series C Preferred Units which are redeemed shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) on the redemption date. Holders of Series C Preferred Units shall deliver any canceled certificates representing Series C Preferred Units which have been exchanged or redeemed to the office of General Partner (which currently is located at 505 Xxxxxxxxxx Xxxxxx, San Francisco, California 94111) within ten (10) Business Days of the exchange or redemption with respect thereto. Notwithstanding anything to the contrary contained herein, any and all Series C Preferred Units to be exchanged for Common Shares Series C Preferred Stock pursuant to this Section 16.8 shall be so exchanged in a single transaction at one time. As a condition to exchange, AMB may require the exercise of the rights contained in this Section 6, each holder holders of Series C Preferred Units shall to make such customary representations and warranties as may be reasonably necessary for the Managing Member or GGPI General Partner to establish that the issuance of Common Series C Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act or any applicable state securities laws, including without limitation representations and warranties that such holder is an accredited investor as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act and that such holder is acquiring such Common Shares for investment, solely for its own account and not with a view to or for the resale or distribution thereof (other than pursuant to the Registration Statement, as defined below); provided, however, that in the event a holder is unable to make such representations, the condition shall be deemed satisfied with respect to such holder by virtue of Section 6(a)(iv). Any Common Series C Preferred Shares issued pursuant to this Section to a holder of Series C Preferred Units 16.8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Charter or the by-laws of GGPIREIT Charter, the Securities Act or relevant state securities or blue sky laws or created by, through or under such holder, and any Series C Preferred Units as to which the exchange right has been exercised shall be free Bylaws of any pledge, lien, encumbrance or restriction other than those provided in the AgreementAMB, the Securities Act and relevant state securities or blue sky laws (and the parties shall make representations and warranties to the other to such effect)laws. Subject to the provisions of Section 6(c) of this Schedule B, the The certificates representing the Common Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall, in addition to any legend required by the Charter, shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”) "), AND STATE SECURITIES LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.