Common use of REIT Shares Clause in Contracts

REIT Shares. The Elected REIT Shares Percentage of the Allocated Share for each Contributed Interest or portion thereof held by a Contributor, in the event such Contributor is an Accredited Investor, shall be distributed in whole REIT Shares in the form of a number of REIT Shares equal to the applicable portion of such Allocated Share divided by the IPO Price; provided, that to the extent such distribution of REIT Shares to such Contributor would result in a violation of the restrictions on ownership and transfer set forth in Section 6.3 of the REIT’s charter (the “Ownership Limits”), such Contributor shall receive (x) the maximum number of whole REIT Shares that would not result in such a violation of the Ownership Limits, and (y) that number of OP Units equal to the remaining number of REIT Shares not distributed as a result of the application of the foregoing clause (x).

Appears in 2 contracts

Samples: Op Sub Contribution Agreement (American Assets Trust, Inc.), Op Sub Contribution Agreement (American Assets Trust, Inc.)

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REIT Shares. The Elected REIT Shares Percentage of the Allocated Share for each Contributed Forward OP Merger Entity Interest or portion thereof held by a Contributor, in the event such Contributor Pre-Formation Participant who is an Accredited Investor, Investor shall be distributed in whole REIT Shares in the form of a number of REIT Shares equal to the applicable portion of such Allocated Share divided by the IPO Price; providedprovided that, that to the extent such distribution of REIT Shares to such Contributor the holder of the Forward OP Merger Entity Interests would result in a violation of the restrictions on ownership and transfer set forth in Section 6.3 of the REIT’s charter (the “Ownership Limits”), such Contributor holder shall receive (x) the maximum number of whole REIT Shares that would not result in such a violation of the Ownership Limits, and (y) that number of OP Units equal to the remaining number of REIT Shares not distributed as a result of the application of the foregoing clause (x).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Assets Trust, Inc.), Agreement and Plan of Merger (American Assets Trust, Inc.)

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