Common use of Stock Offering Funding Option Clause in Contracts

Stock Offering Funding Option. (1) (a) Notwithstanding Sections 15.1.A or 15.1.B hereof (but subject to Sections 15.1.C and 15.1.E hereof), if (i) a Limited Partner has delivered to the General Partner a Notice of Redemption with respect to a number of Excess Units that, together with any other Tendered Units that such Limited Partner agrees to treat as Excess Units (collectively, the “Offering Units”), exceeds $50,000,000 gross value, based on a Partnership Common Unit price equal to the Value of a REIT Share, and (ii) the Special Limited Partner is eligible to file a registration statement under Form S-3 (or any successor form similar thereto), then either: (x) the General Partner and the Special Limited Partner 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 Shares (“Offered Shares”) equal to the REIT Shares Amount with respect to the Offering Units pursuant to the terms of this Section 15.1.H; (y) the Partnership shall pay the Cash Amount with respect to the Excess Units pursuant to the terms of Section 15.1.A; or (z) the Special Limited Partner shall acquire the Excess Units in exchange for the REIT Shares Amount pursuant to the terms of Section 15.1.B, but only if the Tendering Party provides the General Partner with any representations or undertakings which the Special Limited Partner has determined, in its sole and absolute discretion, are sufficient to prevent a violation of the Charter. The General Partner and the Special Limited Partner must provide notice of their exercise of the election described in clause (x) above to purchase the Tendered Units through a Stock Offering Funding on or before the Cut-Off Date.

Stock Offering Funding Option. (1) (a) Notwithstanding Sections 15.1.A or 15.1.B hereof (but subject to Sections 15.1.C and Section 15.1.E hereof), if (i) a Limited Partner has delivered to the General Partner a Notice of Redemption with respect to a number of Excess Units that, together with any other Tendered Units that such Limited Partner agrees to treat as Excess Units (collectively, the “Offering Units”), exceeds $50,000,000 gross value, based on a Partnership Common Unit price equal to the Value of a REIT Share, and (ii) the Special Limited Partner is eligible to file a registration statement under Form S-3 (or any successor form similar thereto), then either: (x) the General Partner and the Special Limited Partner 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 Shares (“Offered Shares”) equal to the REIT Shares Amount with respect to the Offering Units pursuant to the terms of this Section 15.1.H; (y) the Partnership shall pay the Cash Amount with respect to the Excess Units pursuant to the terms of Section 15.1.A; or (z) the Special Limited Partner shall acquire the Excess Units in exchange for the REIT Shares Amount pursuant to the terms of Section 15.1.B, but only if the Tendering Party provides the General Partner with any representations or undertakings which the Special Limited Partner has determined, in its sole and absolute discretion, are sufficient to prevent a violation of the Charter. The General Partner and the Special Limited Partner must provide notice of their exercise of the election described in clause (x) above to purchase the Tendered Units through a Stock Offering Funding on or before the Cut-Off Date.

Stock Offering Funding Option. (1) (a) Notwithstanding Sections 15.1.A or 15.1.B hereof (but subject to Sections 15.1.C and 15.1.E hereof), if (i) a Limited Partner has delivered to the General Partner a Notice of Redemption with respect to a number of Excess Units that, together with any other Tendered Units that such Limited Partner agrees to treat as Excess Units (collectively, the “Offering Units”), exceeds $50,000,000 gross value, based on a Partnership Common Unit price equal to the Value of a REIT Share, and (ii) the Special Limited Partner is eligible to file a registration statement under Form S-3 (or any successor form similar thereto), then eitherthen: (x) the General Partner and the Special Limited Partner 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 Shares (“Offered Shares”) equal to the REIT Shares Amount with respect to the Offering Units pursuant to the terms of this Section 15.1.H; (y) the Partnership shall may elect to pay the Cash Amount with respect to the Excess Units pursuant to the terms of Section 15.1.A; or (z) the Special Limited Partner shall may elect to acquire the Excess Units in exchange for the REIT Shares Amount pursuant to the terms of Section 15.1.B, but only if the Tendering Party provides the General Partner with any representations or undertakings which the Special Limited Partner has determined, in its sole and absolute discretion, are sufficient to prevent a violation of the Charter. The General Partner and the Special Limited Partner must provide notice of their exercise of the election described in clause (x) above to purchase the Tendered Units through a Stock Offering Funding on or before the Cut-Off Date.

Stock Offering Funding Option. (1) (a) Notwithstanding Sections 15.1.A or 15.1.B hereof (but subject to Sections 15.1.C and 15.1.E hereof), if (i) a Limited Partner has delivered to the General Partner a Notice of Redemption with respect to a number of Excess Units that, together with any other Tendered Units that such Limited Partner agrees to treat as Excess Units (collectively, the “Offering Units”), exceeds $50,000,000 gross value, based on a Partnership Common Unit price equal to the Value of a REIT Share, and (ii) the Special Limited Partner is eligible to file a registration statement under Form S-3 (or any successor form similar thereto), then either: (x) the General Partner and the Special Limited Partner 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 Shares (“Offered Shares”) equal to the REIT Shares Amount with respect to the Offering Units pursuant to the terms of this Section 15.1.H; (y) the Partnership shall pay the Cash Amount with respect to the Excess Units pursuant to the terms of Section 15.1.A; or (z) the Special Limited Partner shall acquire the Excess Units in exchange for the REIT Shares Amount pursuant to the terms of of Section 15.1.B15.1. B, but only if the Tendering Party provides the General Partner with any representations or undertakings which the Special Limited Partner has determined, in its sole and absolute discretion, are sufficient to prevent a violation of the Charter. The General Partner and the Special Limited Partner must provide notice of their exercise of the election described in clause (x) above to purchase the Tendered Units through a Stock Offering Funding on or before the Cut-Off Date.