Common use of Unit Reclassification Clause in Contracts

Unit Reclassification. In the event that there is any consolidation, amalgamation, arrangement, merger or other form of combination of BPY with or into any other entity resulting in a reclassification of the Outstanding BPY Units (“Unit Reclassification”), then the Exchange Ratio will be adjusted in a manner approved by the General Partner, acting reasonably, to ensure that: 8.2.1. the Redemption-Exchange Unitholders would receive the amount of cash equal to the Market Value (or, if no Market Value is available, the fair market value) of the securities that such Redemption-Exchange Unitholder would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of such Unit Reclassification, the holders had been the registered holders of the number of BPY Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification; and 8.2.2. the Redemption-Exchange Unitholders would receive the securities that such Redemption-Exchange Unitholders would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of the Unit Reclassification, the holders had been the registered holders of the number of BPY Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification.

Unit Reclassification. In the event that there is any consolidation, amalgamation, arrangement, merger or other form of combination of BPY BREP with or into any other entity resulting in a reclassification of the Outstanding BPY BREP Units (“Unit Reclassification”), then the Exchange Ratio will be adjusted in a manner approved by the General Partner, acting reasonably, to ensure that: 8.2.1. the Redemption-Exchange Unitholders would receive the amount of cash equal to the Market Value (or, if no Market Value is available, the fair market value) of the securities that such Redemption-Exchange Unitholder would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of such Unit Reclassification, the holders had been the registered holders of the number of BPY BREP Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY BREP Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification; and 8.2.2. the Redemption-Exchange Unitholders would receive the securities that such Redemption-Exchange Unitholders would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of the Unit Reclassification, the holders had been the registered holders of the number of BPY BREP Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY BREP Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification.

Unit Reclassification. In the event that there is any consolidation, amalgamation, arrangement, merger or other form of combination of BPY BIP with or into any other entity resulting in a reclassification of the Outstanding BPY BIP Units (“Unit Reclassification”), then the Exchange Ratio will be adjusted in a manner approved by the General Partner, acting reasonably, to ensure that: 8.2.1. the Redemption-Exchange Unitholders would receive the amount of cash equal to the Market Value (or, if no Market Value is available, the fair market value) of the securities that such Redemption-Exchange Unitholder would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of such Unit Reclassification, the holders had been the registered holders of the number of BPY BIP Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY BIP Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification; and 8.2.2. the Redemption-Exchange Unitholders would receive the securities that such Redemption-Exchange Unitholders would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of the Unit Reclassification, the holders had been the registered holders of the number of BPY BIP Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY BIP Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification.

Unit Reclassification. In the event that there is any consolidation, amalgamation, arrangement, merger or other form of combination of BPY BIP with or into any other entity resulting in a reclassification of the Outstanding BPY BIP Units (“Unit Reclassification”), then the Exchange Ratio will be adjusted in a manner approved by the Managing General Partner, acting reasonably, to ensure that: 8.2.1. the Redemption-Exchange Unitholders would receive the amount of cash equal to the Market Value (or, if no Market Value is available, the fair market value) of the securities that such Redemption-Exchange Unitholder would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of such Unit Reclassification, the holders had been the registered holders of the number of BPY BIP Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY BIP Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification; and 8.2.2. the Redemption-Exchange Unitholders would receive the securities that such Redemption-Exchange Unitholders would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of the Unit Reclassification, the holders had been the registered holders of the number of BPY BIP Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY BIP Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification.

Unit Reclassification. In the event that there is any consolidation, amalgamation, arrangement, merger or other form of combination of BPY with or into any other entity resulting in a reclassification of the Outstanding BPY Units (“Unit Reclassification”), then the Exchange Ratio will be adjusted in a manner approved by the Managing General Partner, acting reasonably, to ensure that: 8.2.1. the Redemption-Exchange Unitholders would receive the amount of cash equal to the Market Value (or, if no Market Value is available, the fair market value) of the securities that such Redemption-Exchange Unitholder would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of such Unit Reclassification, the holders had been the registered holders of the number of BPY Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification; and 8.2.2. the Redemption-Exchange Unitholders would receive the securities that such Redemption-Exchange Unitholders would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of the Unit Reclassification, the holders had been the registered holders of the number of BPY Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BPY Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification.