Common use of Upon Issuance of Additional Securities Clause in Contracts

Upon Issuance of Additional Securities. The Corporate Manager shall not issue any additional Corporate Shares (other than Corporate Shares issued in connection with an exchange pursuant to Section 8.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Corporate Shares other than to all holders of Corporate Shares, unless (A) the Corporate Manager shall cause the Company to issue to the Corporate Manager Member Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, all such that the economic interests of such Member Interests or rights, options, warrants or securities are substantially similar to those of the Additional Securities, and (B) the Corporate Manager contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Company. Without limiting the foregoing, the Corporate Manager is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Company to issue to the Corporate Manager corresponding Member Interests, so long as (x) the Corporate Manager concludes in good faith that such issuance is in the best interests of the Corporate Manager and the Company, including without limitation, the issuance of Corporate Shares and corresponding Member Units pursuant to an employee share purchase plan providing for employee purchases of Corporate Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Corporate Shares, either at the time of issuance or at the time of exercise, and (y) the Corporate Manager contributes all proceeds from such issuance to the Company. For example, in the event the Corporate Manager issues Corporate Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Company as required hereunder, the Corporate Manager shall be issued a number of additional Member Units equal to the product of (A) the number of such Corporate Shares issued by the Corporate Manager, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. The Corporate Manager Company shall not issue any additional Corporate REIT Shares (other than Corporate REIT Shares issued in connection with an exchange a redemption pursuant to Section 8.4 7.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Corporate REIT Shares (collectively, “Additional Securities”) other than to all holders of Corporate REIT Shares, unless (A) the Corporate Manager General Partner shall cause the Company Partnership to issue to the Corporate Manager Member Company or its Affiliates, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Company Partnership having designations, preferences and other rights, all such that the economic interests of such Member Interests or rights, options, warrants or securities are substantially similar to those of the Additional Securities, and (B) the Corporate Manager contributes Company contributes, directly or through one or more Affiliates, the proceeds or other property received from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the CompanyPartnership. For the avoidance of doubt the Company may in any event issue Additional Securities pursuant to the Plan. Without limiting the foregoing, the Corporate Manager is expressly authorized to Company may issue Additional Securities for less than fair market value, and as a result the General Partner is expressly authorized to cause the Company Partnership to issue to the Corporate Manager Company or its Affiliates corresponding Member Partnership Interests, so long as (x) the Corporate Manager Company concludes in good faith that such issuance is in the best interests of the Corporate Manager Company and the Company, including without limitation, the issuance of Corporate Shares and corresponding Member Units pursuant to an employee share purchase plan providing for employee purchases of Corporate Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Corporate Shares, either at the time of issuance or at the time of exercisePartnership, and (y) the Corporate Manager Company, directly or through one or more Affiliates, contributes all proceeds or other property received from such issuance to the CompanyPartnership. For example, in if the event the Corporate Manager Company issues Corporate REIT Common Shares for a cash purchase price and contributes contributes, directly or through one or more Affiliates, all of the proceeds of such issuance to the Company Partnership as required hereunder, the Corporate Manager Company or its Affiliates shall be issued a number of additional Member Common Partnership Units equal to the product of (A) the number of such Corporate REIT Common Shares issued by the Corporate ManagerCompany, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. The Corporate Manager shall not issue any additional Corporate Shares (other than Corporate Shares issued in connection with an exchange pursuant to Section 8.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Corporate Shares (collectively, "Additional Securities") other than to all holders of Corporate Shares, unless (A) the Corporate Manager shall cause the Company to issue to the Corporate Manager Member Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, all such that the economic interests of such Member Interests or rights, options, warrants or securities are substantially similar to those of the Additional Securities, and (B) the Corporate Manager contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Company. Without limiting the foregoing, the Corporate Manager is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Company to issue to the Corporate Manager corresponding Member Interests, so long as (x) the Corporate Manager concludes in good faith that such issuance is in the best interests of the Corporate Manager and the Company, including without limitation, the issuance of Corporate Shares and corresponding Member Units pursuant to an employee share purchase plan providing for employee purchases of Corporate Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Corporate Shares, either at the time of issuance or at the time of exercise, and (y) the Corporate Manager contributes all proceeds from such issuance to the Company. For example, in the event the Corporate Manager issues Corporate Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Company as required hereunder, the Corporate Manager shall be issued a number of additional Member Units equal to the product of (A) the number of such Corporate Shares issued by the Corporate Manager, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. The Corporate Manager Company shall not -------------------------------------- issue any additional Corporate Company Shares (other than Corporate Company Shares issued in connection with an exchange a redemption pursuant to Section 8.4 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Corporate Company Shares (collectively, "Additional Securities") other than to all holders of Corporate Company Shares, unless (A) the Corporate Manager General Partner shall cause the Company Partnership to issue to the Corporate Manager Member Company Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Company Partnership having designations, preferences and other rights, all such that the economic interests of such Member Interests or rights, options, warrants or securities are substantially similar to those of the Additional Securities, and (B) the Corporate Manager Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the Company is -------- ------- allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the Company, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the Company and the Partnership by a majority of the Independent Directors. Without limiting the foregoing, the Corporate Manager Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Company Partnership to issue to the Corporate Manager Company corresponding Member Partnership Interests, so long as (x) the Corporate Manager concludes in good faith that such issuance is in the best interests of the Corporate Manager and the Company, including without limitation, the issuance of Corporate Company Shares and corresponding Member Partnership Units pursuant to an employee share stock purchase plan providing for employee purchases of Corporate Company Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Corporate Company Shares, either at the time of issuance or at the time of exercise, so long (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, and (y) the Corporate Manager Company contributes all proceeds from such issuance to the CompanyPartnership. For example, in the event the Corporate Manager Company issues Corporate Company Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Company Partnership as required hereunder, the Corporate Manager Company shall be issued a number of additional Member Partnership Units equal to the product of (A) the number of such Corporate Company Shares issued by the Corporate ManagerCompany, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. The Corporate -------------------------------------- Manager shall not issue any additional Corporate Shares (other than Corporate Shares issued in connection with an exchange pursuant to Section 8.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Corporate Shares (collectively, "Additional Securities") other than to all holders of Corporate Shares, unless unless (A) the Corporate Manager shall cause the Company to issue to the Corporate Manager Member Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, all such that the economic interests of such Member Interests or rights, options, warrants or securities are substantially similar to those of the Additional Securities, and (B) the Corporate Manager contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Company. Without limiting the foregoing, the Corporate Manager is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Company to issue to the Corporate Manager corresponding Member Interests, so long as (x) the Corporate Manager concludes in good faith that such issuance is in the best interests of the Corporate Manager and the Company, including without limitation, the issuance of Corporate Shares and corresponding Member Units pursuant to an employee share purchase plan providing for employee purchases of Corporate Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Corporate Shares, either at the time of issuance or at the time of exercise, and (y) the Corporate Manager contributes all proceeds from such issuance to the Company. For example, in the event the Corporate Manager issues Corporate Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Company as required hereunder, the Corporate Manager shall be issued a number of additional Member Units equal to the product of (A) the number of such Corporate Shares issued by the Corporate Manager, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. The Corporate -------------------------------------------- Manager shall not issue any additional Corporate Shares (other than Corporate Shares issued in connection with an exchange pursuant to Section 8.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Corporate Shares (collectively, "Additional Securities") other than to all holders of Corporate Shares, unless unless (A) the Corporate Manager shall cause the Company to issue to the Corporate Manager Member Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, all such that the economic interests of such Member Interests or rights, options, warrants or securities are substantially similar to those of the Additional Securities, and (B) the Corporate Manager contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Company. Without limiting the foregoing, the Corporate Manager is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Company to issue to the Corporate Manager corresponding Member Interests, so long as (x) the Corporate Manager concludes in good faith that such issuance is in the best interests of the Corporate Manager and the Company, including without limitation, the issuance of Corporate Shares and corresponding Member Units pursuant to an employee share purchase plan providing for employee purchases of Corporate Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Corporate Shares, either at the time of issuance or at the time of exercise, and (y) the Corporate Manager contributes all proceeds from such issuance to the Company. For example, in the event the Corporate Manager issues Corporate Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Company as required hereunder, the Corporate Manager shall be issued a number of additional Member Units equal to the product of (A) the number of such Corporate Shares issued by the Corporate Manager, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. The Corporate Manager After the Offering, the Company shall not issue any additional Corporate REIT Shares (other than Corporate REIT Shares issued in connection with an exchange a redemption pursuant to Section 8.4 7.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Corporate REIT Shares (collectively, "Additional Securities") other than to all holders of Corporate REIT Shares, unless (A) the Corporate Manager General Partner shall cause the Company Partnership to issue to the Corporate Manager Member Company or its Affiliates, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Company Partnership having designations, preferences and other rights, all such that the economic interests of such Member Interests or rights, options, warrants or securities are substantially similar to those of the Additional Securities, and (B) the Corporate Manager contributes Company contributes, directly or through one or more Affiliates, the proceeds or other property received from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the CompanyPartnership. Without limiting the foregoing, the Corporate Manager is expressly authorized to Company may issue Additional Securities for less than fair market value, and as a result the General Partner is expressly authorized to cause the Company Partnership to issue to the Corporate Manager Company or its Affiliates corresponding Member Partnership Interests, so long as (x) the Corporate Manager Company concludes in good faith that such issuance is in the best interests of the Corporate Manager Company and the Company, including without limitation, the issuance of Corporate Shares and corresponding Member Units pursuant to an employee share purchase plan providing for employee purchases of Corporate Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Corporate Shares, either at the time of issuance or at the time of exercisePartnership, and (y) the Corporate Manager Company, directly or through one or more Affiliates, contributes all proceeds or other property received from such issuance to the CompanyPartnership. For example, in the event the Corporate Manager Company issues Corporate REIT Common Shares for a cash purchase price and contributes contributes, directly or through one or more Affiliates, all of the proceeds of such issuance to the Company Partnership as required hereunder, the Corporate Manager Company or its Affiliates shall be issued a number of additional Member Common Partnership Units equal to the product of (A) the number of such Corporate REIT Common Shares issued by the Corporate ManagerCompany, the proceeds of which were so contributed, multiplied by (B) a 11 fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. The Corporate Manager Company shall not issue any additional Corporate Shares (other than Corporate Shares issued in connection with an exchange pursuant to Section 8.4 Article XII hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Corporate Shares (collectively, "Additional Securities") other than to all holders of Corporate Shares, unless (A) the Corporate Manager Company shall cause the Company Partnership to issue to the Corporate Manager Member Company, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Company Partnership having designations, preferences and other rights, all such that the economic interests of such Member Interests or rights, options, warrants or securities are substantially similar to those of the Additional Securities, and (B) the Corporate Manager Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities Securities, directly and through the Company, to the Partnership; provided, however, that the Company is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the Company, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the Company and the Partnership by a majority of the Directors (as defined in the Charter). Without limiting the foregoing, the Corporate Manager Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Company Partnership to issue to the Corporate Manager Company corresponding Member Partnership Interests, so long as (x) the Corporate Manager Company concludes in good faith that such issuance is in the best interests of the Corporate Manager Company and the CompanyPartnership, including without limitation, the issuance of Corporate Shares and corresponding Member Partnership Units pursuant to an employee share purchase plan providing for employee purchases of Corporate Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Corporate Shares, either at the time of issuance or at the time of exercise, and (y) the Corporate Manager Company contributes all proceeds from such issuance to the CompanyPartnership. For example, in the event the Corporate Manager Company issues Corporate Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Company Partnership as required hereunder, the Corporate Manager Company shall be issued a number of additional Member Partnership Units equal to the product of (A) the number of such Corporate Shares issued by the Corporate ManagerCompany, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. The Corporate Manager After the First Amendment Date, the Company shall not issue any additional Corporate REIT Shares (other than Corporate REIT Shares issued in connection with an exchange a redemption pursuant to Section 8.4 hereof7.4 hereof and REIT Preferred Shares issued pursuant to the Series C Transactions) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Corporate REIT Shares (collectively, “Additional Securities”) other than to all holders of Corporate REIT Shares, unless (A) the Corporate Manager General Partner shall cause the Company Partnership to issue to the Corporate Manager Member Company or its Affiliates, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Company Partnership having designations, preferences and other rights, all such that the economic interests of such Member Interests or rights, options, warrants or securities are substantially similar to those of the Additional Securities, and (B) the Corporate Manager contributes Company contributes, directly or through one or more Affiliates, the proceeds or other property received from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the CompanyPartnership. Without limiting the foregoing, the Corporate Manager is expressly authorized to Company may issue Additional Securities for less than fair market value, and as a result the General Partner is expressly authorized to cause the Company Partnership to issue to the Corporate Manager Company or its Affiliates corresponding Member Partnership Interests, so long as (x) the Corporate Manager Company concludes in good faith that such issuance is in the best interests of the Corporate Manager Company and the Company, including without limitation, the issuance of Corporate Shares and corresponding Member Units pursuant to an employee share purchase plan providing for employee purchases of Corporate Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Corporate Shares, either at the time of issuance or at the time of exercisePartnership, and (y) the Corporate Manager Company, directly or through one or more Affiliates, contributes all proceeds or other property received from such issuance to the CompanyPartnership. For example, in if the event the Corporate Manager Company issues Corporate REIT Common Shares for a cash purchase price and contributes contributes, directly or through one or more Affiliates, all of the proceeds of such issuance to the Company Partnership as required hereunder, the Corporate Manager Company or its Affiliates shall be issued a number of additional Member Common Partnership Units equal to the product of (A) the number of such Corporate REIT Common Shares issued by the Corporate ManagerCompany, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.