Common use of Ten Percent Voting Securities Limitation Clause in Contracts

Ten Percent Voting Securities Limitation. (i) From the period commencing on the date hereof and ending on January 1, 2001, the Company shall not undertake any transaction (including, without limitation, a merger, reorganization, recapitalization, stock dividend, split-off, stock repurchase or otherwise) that would result in CarrAmerica owning (or being deemed for own) more that 10% of the outstanding "voting securities" of any issuer (as determined under Section 856(c)(4)(B) of the Code). For these purposes, in no event shall CarrAmerica be deemed to own voting securities of an issuer merely as a result of the ownership of such securities by the Company or by an entity in which the Company owns an interest. Notwithstanding the foregoing, if the exception in Section 856(c)(4)(B)(iii) with respect to stock of "taxable REIT subsidiaries" which was enacted as part of the RMA, and is to become effective on January 1, 2001, is repealed, the prohibitions contained in this paragraph (b) shall not expire on January 1, 2001, but shall continue to apply (x) if such repeal occurs prior to June 16, 2002, through the date (the "Put Expiration Date") that is either (I) if CarrAmerica does not exercise its 2002 Put Right, June 15, 2002, or (II) if CarrAmerica exercises its 2002 Put Right, July 31, 2002, or (y) if such repeal occurs on or after June 16, 2002, then, if CarrAmerica is a REIT and still holds securities of the Company, until 30 days following the first to occur of (I) an IPO, (II) the acquisition of the Company by a publicly-traded company, or (III) such other transaction pursuant to which the Company securities held by CarrAmerica become or are exchanged for securities of a publicly traded company, provided that, in the case of any transaction described in clause (I) or (III) above in which CarrAmerica is required (or at the request of the Company agrees) to enter into a lock-up, whether pursuant to Section 8.5 or otherwise, the commencement of the 30 days shall begin on the last day of such lock-up period. For these purposes, the relevant provision of the Code shall be considered to have been repealed upon the passage of legislation that would repeal such provision by both houses of Congress (prior to such legislation being signed into law and regardless of whether such passage occurs prior to the effective date of such legislation). In no event shall the provisions of this paragraph apply to a transaction that takes place or to which the Company becomes contractually committed after December 31, 2000 but prior to the repeal of Section 856(c)(4)(B)(iii) (determined as set forth in the preceding sentence). (ii) In the event of any transaction that would otherwise result in a violation of this paragraph (b), the Company shall have the option to cause CarrAmerica to be offered and, if offered, CarrAmerica shall accept, consideration in the form of nonvoting securities rather than voting securities to the extent necessary to reduce CarrAmerica's voting interest to no more than 10% of the outstanding voting securities of such issuer; provided, however, that CarrAmerica shall be required to accept such nonvoting securities (or waive the restrictions set forth in this paragraph (b)) only if (x) such nonvoting securities have economic terms that are at least as favorable to CarrAmerica as the economic terms of the voting securities that would otherwise be received by CarrAmerica, (y) CarrAmerica receives an opinion of nationally recognized tax counsel to the effect that the securities to be received will not be treated as voting securities for purposes of Section 856(c)(4) of the Code, and (z) the nonvoting securities shall be convertible into voting securities under the same circumstances that the Nonvoting Common Stock is convertible into Voting Common Stock.

Ten Percent Voting Securities Limitation. (i) From the period commencing on the date hereof and ending on January 1, 2001, the Company shall not undertake any transaction (including, without limitation, a merger, reorganization, recapitalization, stock dividend, split-off, stock repurchase or otherwise) that would result in CarrAmerica owning (or being deemed for own) more that 10% of the outstanding "“voting securities" ” of any issuer (as determined under Section 856(c)(4)(B) of the Code). For these purposes, in no event shall CarrAmerica be deemed to own voting securities of an issuer merely as a result of the ownership of such securities by the Company or by an entity in which the Company owns an interest. Notwithstanding the foregoing, if the exception in Section 856(c)(4)(B)(iii) with respect to stock of "“taxable REIT subsidiaries" ” which was enacted as part of the RMA, and is to become effective on January 1, 2001, is repealed, the prohibitions contained in this paragraph (b) shall not expire on January 1, 2001, but shall continue to apply (x) if such repeal occurs prior to June 16, 2002, through the date (the "“Put Expiration Date"”) that is either (I) if CarrAmerica does not exercise its 2002 Put Right, June 15, 2002, or (II) if CarrAmerica exercises its 2002 Put Right, July 31, 2002, or (y) if such repeal occurs on or after June 16, 2002, then, if CarrAmerica is a REIT and still holds securities of the Company, until 30 days following the first to occur of (I) an IPO, (II) the acquisition of the Company by a publicly-traded company, or (III) such other transaction pursuant to which the Company securities held by CarrAmerica become or are exchanged for securities of a publicly traded company, provided that, in the case of any transaction described in clause (I) or (III) above in which CarrAmerica is required (or at the request of the Company agrees) to enter into a lock-up, whether pursuant to Section 8.5 or otherwise, the commencement of the 30 days shall begin on the last day of such lock-up period. For these purposes, the relevant provision of the Code shall be considered to have been repealed upon the passage of legislation that would repeal such provision by both houses of Congress (prior to such legislation being signed into law and regardless of whether such passage occurs prior to the effective date of such legislation). In no event shall the provisions of this paragraph apply to a transaction that takes place or to which the Company becomes contractually committed after December 31, 2000 but prior to the repeal of Section 856(c)(4)(B)(iii) (determined as set forth in the preceding sentence). (ii) In the event of any transaction that would otherwise result in a violation of this paragraph (b), the Company shall have the option to cause CarrAmerica to be offered and, if offered, CarrAmerica shall accept, consideration in the form of nonvoting securities rather than voting securities to the extent necessary to reduce CarrAmerica's ’s voting interest to no more than 10% of the outstanding voting securities of such issuer; provided, however, that CarrAmerica shall be required to accept such nonvoting securities (or waive the restrictions set forth in this paragraph (b)) only if (x) such nonvoting securities have economic terms that are at least as favorable to CarrAmerica as the economic terms of the voting securities that would otherwise be received by CarrAmerica, (y) CarrAmerica receives an opinion of nationally recognized tax counsel to the effect that the securities to be received will not be treated as voting securities for purposes of Section 856(c)(4) of the Code, and (z) the nonvoting securities shall be convertible into voting securities under the same circumstances that the Nonvoting Common Stock is convertible into Voting Common Stock.

Ten Percent Voting Securities Limitation. (i) From the period commencing on the date hereof and ending on January 1, 2001, the Company shall not undertake any transaction (including, without limitation, a merger, reorganization, recapitalization, stock dividend, split-off, stock repurchase or otherwise) that would result in CarrAmerica owning (or being deemed for own) more that 10% of the outstanding "voting securities" of any issuer (as determined under Section 856(c)(4)(B) of the Code). For these purposes, in no event shall CarrAmerica be deemed to own voting securities of an issuer merely as a result of the ownership of such securities by the Company or by an entity in which the Company owns an interest. Notwithstanding the foregoing, if the exception in Section 856(c)(4)(B)(iii) with respect to stock of "taxable REIT subsidiaries" which was enacted as part of the RMA, and is to become effective on January 1, 2001, is repealed, the prohibitions contained in this paragraph (b) shall not expire on January 1, 2001, but shall continue to apply (x) if such repeal occurs prior to June 16, 2002, through the date (the "Put Expiration Date") that is either (I) if CarrAmerica does not exercise its 2002 Put Right, June 15, 2002, or (II) if CarrAmerica exercises its 2002 Put Right, July 31, 2002, or (y) if such repeal occurs on or after June 16, 2002, then, if CarrAmerica is a REIT and still holds securities of the Company, until 30 days following the first to occur of (I) an IPO, (II) the acquisition of the Company by a publicly-traded company, or (III) such other transaction pursuant to which the Company securities held by CarrAmerica become or are exchanged for securities of a publicly traded company, provided that, in the case of any transaction described -------- in clause (I) or (III) above in which CarrAmerica is required (or at the request of the Company agrees) to enter into a lock-up, whether pursuant to Section 8.5 or otherwise, the commencement of the 30 days shall begin on the last day of such lock-up period. For these purposes, the relevant provision of the Code shall be considered to have been repealed upon the passage of legislation that would repeal such provision by both houses of Congress (prior to such legislation being signed into law and regardless of whether such passage occurs prior to the effective date of such legislation). In no event shall the provisions of this paragraph apply to a transaction that takes place or to which the Company becomes contractually committed after December 31, 2000 but prior to the repeal of Section 856(c)(4)(B)(iii) (determined as set forth in the preceding sentence). (ii) In the event of any transaction that would otherwise result in a violation of this paragraph (b), the Company shall have the option to cause CarrAmerica to be offered and, if offered, CarrAmerica shall accept, consideration in the form of nonvoting securities rather than voting securities to the extent necessary to reduce CarrAmerica's voting interest to no more than 10% of the outstanding voting securities of such issuer; provided, however, that -------- ------- CarrAmerica shall be required to accept such nonvoting securities (or waive the restrictions set forth in this paragraph (b)) only if (x) such nonvoting securities have economic terms that are at least as favorable to CarrAmerica as the economic terms of the voting securities that would otherwise be received by CarrAmerica, (y) CarrAmerica receives an opinion of nationally recognized tax counsel to the effect that the securities to be received will not be treated as voting securities for purposes of Section 856(c)(4) of the Code, and (z) the nonvoting securities shall be convertible into voting securities under the same circumstances that the Nonvoting Common Stock is convertible into Voting Common Stock.