Common use of Stock Offering Funding Option Clause in Contracts

Stock Offering Funding Option. (1) (a) Notwithstanding Section 8.6.A or Section 8.6.B above, if a Limited Partner has delivered to the General Partner a Notice of Redemption with respect to Excess Units, and (i) the number of Excess Units plus the number of Tendered Units such Limited Partner agrees to treat as Excess Units (the “Offering Units”) exceeds (A) 9.8% of the REIT Shares, calculated in accordance with the methodology for calculating the percentage of ownership of a Person for purposes of the ownership limit pursuant to Article VI of the Charter (subject to adjustment in connection with any Adjustment Event), and (B) $50,000,000 gross value based on a Partnership Unit price equal to the REIT Share Market Value, and (ii) the General Partner is eligible to file a registration statement under Form S-3 (or any successor form similar thereto), then the General Partner may, at its election, either (x) cause the Partnership to redeem the Offering Units with the proceeds of an offering, whether registered under the Securities Act or exempt from such registration, underwritten, offered and sold directly to investors or through agents or other intermediaries, or otherwise distributed (a “Stock Offering Funding”) of a number of REIT Shares (“Offered Shares”) equal to the REIT Shares Amount with respect to the Offering Units pursuant to the terms of this Section 8.6.C; or (y) cause the Partnership to pay the Cash Amount with respect to the Excess Units pursuant to the terms of Section 8.6.A; or (z) acquire the Excess Units in exchange for the REIT Shares Amount pursuant to the terms of Section 8.6.B, but only if the Tendering Partner provides the General Partner with any representations or undertakings which the General Partner has determined, in its sole and absolute discretion, are sufficient to prevent a violation of the Charter. In the event that the General Partner fails to give notice of its exercise of the election described in clause (i) above within the period of time specified in Section 8.6.B for an election to deliver the REIT Share Amount, it will be deemed to have elected not to purchase the Tendered Units through a Stock Offering Funding.

Stock Offering Funding Option. (1) (a) Notwithstanding Section Sections 8.6.A or 8.6.B (but subject to Section 8.6.B above8.6.D), if (i) a Limited Partner has delivered to the General Partner a Notice of Redemption with respect to Excess Units, and (i) the a number of Excess Units plus the number of that, together with any other Tendered Units that such Limited Partner agrees to treat as Excess Units (collectively, the “Offering Units”) exceeds (A) 9.8% of the REIT Shares, calculated in accordance with the methodology for calculating the percentage of ownership of a Person for purposes of the ownership limit pursuant to Article VI of the Charter (subject to adjustment in connection with any Adjustment Event), and (B) exceeds $50,000,000 5,000,000 gross value value, based on a Partnership Common Unit price equal to the Fair Market Value of a REIT Class A Share Market Value, and (ii) the General Partner MGP is eligible to file a registration statement under Form S-3 (or any successor form similar thereto), then either: (I) the General Partner may, at its election, either (x) conflicts committee of the board of directors of MGP may elect to cause MGP to cause the Partnership to redeem the Offering Units with the proceeds of an offering, whether registered under the Securities Act or exempt from such registration, underwritten, offered and sold directly to investors or through agents or other intermediaries, or otherwise distributed (a “Stock Offering Funding”) of a number of REIT Class A Shares (“Offered Shares”) equal to the REIT Shares Amount with respect to the Offering Units pursuant to the terms of this Section 8.6.C8.6.G; or (yII) cause the Partnership to shall pay the Cash Amount with respect to the Excess Units pursuant to the terms of Section 8.6.A; or (zIII) the conflicts committee of the board of directors of MGP may determine to cause MGP to acquire the Excess Units in exchange for the REIT Shares Amount pursuant to the terms of Section 8.6.B, but only if the Tendering Partner provides the General Partner with any representations or undertakings which the General Partner MGP has determined, in its sole and absolute discretion, are sufficient to prevent a violation of the CharterMGP LLC Agreement. In the event that the General Partner fails to give MGP must provide notice of its exercise of the election described in clause (iI) above within the period of time specified in Section 8.6.B for an election to deliver the REIT Share Amount, it will be deemed to have elected not to purchase the Tendered Units through a Stock Offering FundingFunding on or before the fifth (5th) Business Day following its receipt of a Notice of Redemption.

Stock Offering Funding Option. (1) (a1)(a) Notwithstanding Section 8.6.A or Section 8.6.B above, if a Limited Partner has delivered to the General Partner a Notice of Redemption with respect to Excess Units, and (i) the number of Excess Units plus the number of Tendered Units such Limited Partner agrees to treat as Excess Units (the “Offering Units”) exceeds (A) 9.8% of the REIT Shares, calculated in accordance with the methodology for calculating the percentage of ownership of a Person for purposes of the ownership limit pursuant to Article VI of the Charter (subject to adjustment in connection with any Adjustment Event), and (B) $50,000,000 gross value based on a Partnership Unit price equal to the REIT Share Market Value, and (ii) the General Partner is eligible to file a registration statement under Form S-3 (or any successor form similar thereto), then the General Partner may, at its election, either (x) cause the Partnership to redeem the Offering Units with the proceeds of an offering, whether registered under the Securities Act or exempt from such registration, underwritten, offered and sold directly to investors or through agents or other intermediaries, or otherwise distributed (a “Stock Offering Funding”) of a number of REIT Shares (“Offered Shares”) equal to the REIT Shares Amount with respect to the Offering Units pursuant to the terms of this Section 8.6.C; or (y) cause the Partnership to pay the Cash Amount with respect to the Excess Units pursuant to the terms of Section 8.6.A; or (z) acquire the Excess Units in exchange for the REIT Shares Amount pursuant to the terms of Section 8.6.B, but only if the Tendering Partner provides the General Partner with any representations or undertakings which the General Partner has determined, in its sole and absolute discretion, are sufficient to prevent a violation of the Charter. In the event that the General Partner fails to give notice of its exercise of the election described in clause (i) above within the period of time specified in Section 8.6.B for an election to deliver the REIT Share Amount, it will be deemed to have elected not to purchase the Tendered Units through a Stock Offering Funding.

Stock Offering Funding Option. (1) (a) Notwithstanding Section Sections 8.6.A or 8.6.B (but subject to Section 8.6.B above8.6.D), if (i) a Limited Partner has delivered to the General Partner a Notice of Redemption with respect to Excess Units, and (i) the a number of Excess Units plus the number of that, together with any other Tendered Units that such Limited Partner agrees to treat as Excess Units (collectively, the “Offering Units”) exceeds (A) 9.8% of the REIT Shares, calculated in accordance with the methodology for calculating the percentage of ownership of a Person for purposes of the ownership limit pursuant to Article VI of the Charter (subject to adjustment in connection with any Adjustment Event), and (B) exceeds $50,000,000 5,000,000 gross value value, based on a Partnership Common Unit price equal to the Fair Market Value of a REIT Class A Share Market Value, and (ii) the General Partner MGP is eligible to file a registration statement under Form S-3 (or any successor form similar thereto), then the General Partner may, at its election, either either: (xI) MGP may cause the Partnership to redeem the Offering Units with the proceeds of an offering, whether registered under the Securities Act or exempt from such registration, underwritten, offered and sold directly to investors or through agents or other intermediaries, or otherwise distributed (a “Stock Offering Funding”) of a number of REIT Class A Shares (“Offered Shares”) equal to the REIT Shares Amount with respect to the Offering Units pursuant to the terms of this Section 8.6.C8.6.G; or (yII) cause the Partnership to shall pay the Cash Amount with respect to the Excess Units pursuant to the terms of Section 8.6.A; or (zIII) MGP shall acquire the Excess Units in exchange for the REIT Shares Amount pursuant to the terms of Section 8.6.B, but only if the Tendering Partner provides the General Partner with any representations or undertakings which the General Partner MGP has determined, in its sole and absolute discretion, are sufficient to prevent a violation of the CharterMGP LLC Agreement. In the event that the General Partner fails to give MGP must provide notice of its exercise of the election described in clause (iI) above within the period of time specified in Section 8.6.B for an election to deliver the REIT Share Amount, it will be deemed to have elected not to purchase the Tendered Units through a Stock Offering FundingFunding on or before the fifth (5th) Business Day following its receipt of a Notice of Redemption.