Common use of Special Stock Dividends Clause in Contracts

Special Stock Dividends. Subject to the rights of holders of any class or series of stock of the Company ranking, as to distributions and upon liquidation, senior to the Common Units, if any, for so long as the Registration Rights Agreement remains in effect: (a) Subject to Section 5.6(e) and Section 5.6(g), the Partnership shall pay to the holders of Class A Common Units Special Stock Dividends, in such form, in such amounts and at such times as may be required from time to time by the Registration Rights Agreement, which Special Stock Dividends shall cumulate and accrue on each outstanding Class A Common Unit, and shall remain accrued on outstanding Class A Common Units, as and to the extent provided from time to time by the Registration Rights Agreement. REIT Shares issuable upon payment of Special Stock Dividends shall be, when issued, validly issued, fully paid, outstanding, and non-assessable. (b) REIT Shares that are from time to time issuable upon payment of any accrued but unpaid Special Stock Dividends, whether or not declared (“PIK Common Shares”), are not outstanding REIT Shares, and holders of Class A Common Units upon which Special Stock Dividends have accrued shall have no rights as stockholders with respect to any PIK Common Shares until such shares are issued by the Company, including the power to transfer PIK Common Shares or, except as set expressly forth in Section 5.6(c), rights to vote or receive dividends or other distributions with respect to PIK Common Shares. (c) If any Special Stock Dividend is accrued upon any outstanding Class A Common Unit but has not been paid (regardless of whether such Special Stock Dividend has become payable) as of the record date for the determination of holders of Class A Common Units entitled to receive notice of, or vote at, any meeting of Partners or the determination of holders of Class A Common Units entitled to receive payment of any distribution (other than a Special Stock Dividend) or any other rights, or in order to make a determination of holders of Class A Common Units for any other proper purpose, each holder of a Class A Common Unit (including the Company) as of such record date shall have the right to vote, and the right to receive distributions with respect to the Class A Common Units (except Special Stock Dividends), as if such holder owned a number of additional Class A Common Units equal to the number of PIK Common Shares then issuable upon the payment of all Special Stock Dividends accrued but not paid on such Class A Common Unit as of such record date, divided by the Conversion Factor then in effect (or, in the case of the Company, owned the number of additional Class A Common Units equal to the number of Class A Common Units then issuable upon the payment of all Special Stock Dividends accrued but unpaid on all Class A Common Units held by the Company); provided, that any fractional number of votes that a holder of Class A Common Units would be entitled to cast after the aggregation of all votes entitled to be cast by such holder shall be rounded down to the nearest whole number of votes. (d) Only the holder of record of a Class A Common Unit upon which any Special Stock Dividends have accrued but have not been paid as of the record date for any Special Stock Dividend shall be entitled to receive PIK Common Shares (or, if such holder is the Company, additional Class A Common Units) in payment of such Special Stock Dividend, notwithstanding the transfer of any such Class A Common Unit on the books and records of the Partnership before or after the record date for any Special Stock Dividend. For the avoidance of doubt, no dividends or other distributions, including Special Stock Dividends, shall accrue or be payable on any PIK Common Shares, and PIK Common Shares are not transferrable upon the books and records of the Company, unless and until such PIK Common Shares are issued upon payment of Special Stock Dividends. (e) Any Special Stock Dividend payable to the Company on account of Class A Common Units held by the Company shall be paid in the form of Class A Common Units, adjusted to reflect the Conversion Factor then in effect, rather than REIT Shares. Class A Common Units that are from time to time issuable to the Company upon payment of any accrued but unpaid Special Stock Dividends, whether or not declared, are not outstanding Partnership Interests, and the Company shall have no rights with respect thereto, except as expressly set forth in Section 5.6(c), rights to vote or receive dividends or other distributions with respect to the additional Class A Common Units representing PIK Common Shares. (f) Immediately before the time that each Special Stock Dividend becomes payable to the holders of Class A Common Units hereunder (including in accordance with Section 5.6(g)), the Company shall issue to the Partnership a number of REIT Shares equal to the number of PIK Common Shares payable by the Partnership on such payment date in accordance with this Section 5.6, in exchange for, and the Partnership shall issue to the Company (without the approval of the General Partner or any other Partner), a number of additional Class A Common Units equal to the number of REIT Shares so issued, divided by the Conversion Factor then in effect. At the time that any Special Stock Dividend is paid to holders of REIT Shares in accordance with the Registration Rights Agreement and the REIT Charter, the Partnership shall issue to the Company (without the approval of the General Partner or any other Partner) a number of additional Class A Common Units equal to the number of additional REIT Shares so issued by the Company to the holders of REIT Shares, divided by the Conversion Factor then in effect. Upon any REIT Share Conversion, the Partnership shall issue to the Company (without the approval of the General Partner or any other Partner) a number of additional Class A Common Units equal to the number of additional REIT Shares that have become outstanding as a result of the REIT Share Conversion, divided by the Conversion Factor then in effect. (g) If, as of the close of business on the payment date for any Special Stock Dividend paid by the Partnership to holders of Class A Common Units pursuant to this Section 5.6, the Company has not declared a corresponding Special Stock Dividend on the outstanding REIT Shares, and the REIT Shares will convert into a larger number of REIT Shares pursuant to the REIT Share Conversion, the Special Stock Dividend payable to holders of Class A Units hereunder shall not be payable at the time specified therefor in the Registration Rights Agreement and shall, instead, be payable immediately after the REIT Share Conversion, such that any PIK Common Shares issuable by the Company to the Partnership, and payable by the Partnership to the holders of Class A Common Units, in connection with the corresponding Special Stock Dividend paid by the Partnership, shall not be outstanding at the time of such REIT Share Conversion and shall not be converted into additional REIT Shares. (h) The Class A Common Units and Class B Common Units shall automatically, and without any further action on the part of the General Partner, the Partnership or the Partners, convert into a single class of Common Units on the Automatic Conversion Date.