Common use of Adjustment for Merger or Reorganization, etc Clause in Contracts

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger, including an IPO, involving the Corporation in which the Class B Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by Sections 10.2, 10.3 or 10.4), then, simultaneous with such reorganization, recapitalization, reclassification, consolidation or merger, each share of Class A Common Stock shall thereafter be convertible into the same kind and amount of securities, cash or other property into which a share of Class B Common Stock was converted or exchanged; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 10.5 with respect to the rights and interests thereafter of the holders of the Class A Common Stock, to the end that the provisions set forth in this Section 10 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Class A Common Stock. For the avoidance of doubt, nothing in this Section 10.5 shall be construed as preventing the holders of Class A Common Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Section 10.5 be deemed conclusive evidence of the fair value of the shares of such Class A Common Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger, including an IPO, merger involving the Corporation General Partner in which shares of Common Stock (but not the Class B Common Stock is C Units) are converted into or exchanged for securities, cash or other property (other than a transaction covered by Sections 10.2, 10.3 or 10.4Fundamental Sale Transaction resulting in a Full Redemption pursuant to Section ‎5.1(c)), then, simultaneous with following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of OP Unit issuable to a Class A Common Stock C Unit Holder upon conversion from Class C Units to OP Units shall thereafter be convertible redeemable in lieu of the Common Stock for which it was redeemable pursuant to Section ‎8.6(b) prior to such event into the same kind and amount of securities, cash or other property into which a share holder of Class B the number of shares of Common Stock was converted of the General Partner issuable upon redemption of one such OP Unit for Common Stock pursuant to Section ‎8.6(b) immediately prior to such reorganization, recapitalization, reclassification, consolidation or exchangedmerger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment or adjustments (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 10.5 ‎16.4 with respect to the rights and interests thereafter hereafter of the holders Holders of the Class A Common StockC Units, to the end that the provisions set forth in this Section 10 ‎16.4 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Class A C Units into OP Units and redemption of the OP Units in exchange for Common Stock. For the avoidance of doubt, nothing in Stock pursuant to this Section 10.5 shall be construed as preventing the holders of Class A Common Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Section 10.5 be deemed conclusive evidence of the fair value of the shares of such Class A Common Stock in any such appraisal proceeding16.4(d).