Common use of Adjustment of Exchange Price Clause in Contracts

Adjustment of Exchange Price. (i) The Exchange Price is subject to adjustment upon certain events, including, (a) subdivisions, combinations and reclassification of the Series E Preferred Stock, and (b) distributions to all holders of Series E Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series E Preferred Stock). (ii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series E Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series E Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series E Preferred Stock or fraction thereof into which one Series E Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In addition, so long as a holder of Series E Preferred Units or any of its permitted successors or assigns, hold any Series E Preferred Units, as the case may be, the General Partner shall not, without the affirmative vote of the holders of at least a majority of the Series E Preferred Units outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series E Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; or (b) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series E Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized Preferred Shares or the creation or issuance of any other series or class of Preferred Shares, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series E Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series E Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall control.

Adjustment of Exchange Price. (iA) The Series D Exchange Price is subject to adjustment upon certain events, including, (ai) subdivisions, combinations and reclassification of the Series E D Preferred Stock, and (bii) distributions to all holders of Series E D Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series E D Preferred Stock). (iiB) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series E D Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series E D Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series E D Preferred Stock or fraction thereof into which one Series E D Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In addition, so NYDOCS03/486233 6 (C) So long as a holder of Series E Preferred Units Partner or any of its permitted successors or assigns, hold assigns holds any Series E D Preferred Units, Units as the case may be, the General Partner shall not, without the affirmative vote of the holders of at least a majority two-thirds of the Series E D Preferred Units (excluding any Series D Preferred Units surrendered to the General Partner in exchange for Series D Preferred Stock) and Series D Preferred Stock (voting together as a class on the basis of number of shares into which Series D Preferred Units are exchangeable) outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series E D Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Stock or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Stock are issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates (if issued on arm's length terms in the good faith determination of the board of directors of the General Partner), or (bB) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock in the same transaction to persons who are not affiliates of the Partnership; (c) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series E D Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized Preferred Shares Stock or the creation or issuance of any other series or class of Preferred SharesStock, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series E D Preferred Stock with respect to the payment of distributions and or the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series E D Preferred Stock with respect to the payment of distributions and or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Stock are not issued to an Affiliate of the General Partner (other than Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates if issued on arm's length terms in the good faith determination of the board of directors of the General Partner), or (B) General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall control.

Adjustment of Exchange Price. (i) The Exchange Price is subject to adjustment upon certain events, including, (a) subdivisions, combinations and reclassification of the Series E C Preferred Stock, and (b) distributions to all holders of Series E C Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series E C Preferred Stock). (ii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series E C Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series E C Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series E C Preferred Stock or fraction thereof into which one Series E C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In addition, so long as a holder of Series E Preferred Units C Limited Partner or any of its permitted successors or assigns, hold any Series E C Preferred Units, as the case may be, the General Partner shall not, without the affirmative vote of the holders of at least a majority of the Series E C Preferred Units outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series E C Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; or (b) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series E C Preferred Stock or the holders thereof; provided, however,, that any increase in the amount of authorized Preferred Shares or the creation or issuance of any other series or class of Preferred Shares, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series E C Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series E C Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall control.

Adjustment of Exchange Price. (i) The Exchange Price is ---------------------------- subject to adjustment upon certain events, including, (a) subdivisions, combinations and reclassification of the Series E C Preferred StockShares, and (b) distributions to all holders of Series E C Preferred Stock Shares of evidences of indebtedness of the General Partner Trust or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series E C Preferred StockShares). (ii) In case the General Partner Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General PartnerTrust's capital stock shares or sale of all or substantially all of the General PartnerTrust's assets), in each case as a result of which the Series E C Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series E C Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series E C Preferred Stock Shares or fraction thereof into which one Series E C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In addition, so long as a holder of Series E Preferred Units or the Trust shall not issue any of its permitted successors or assigns, hold any Series E Preferred Units, as the case may be, the General Partner shall not, Additional Securities without the affirmative vote consent of the holders of at least a majority of the Series E C Preferred Units outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series if such consent would be required to be obtained from holders of shares ranking senior to the Series E Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; or (b) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series E Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized C Preferred Shares or the creation or issuance of any other series or class of and such Series C Preferred Shares, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series E Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series E Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall controlShares were outstanding.

Adjustment of Exchange Price. (iA) The Series D Exchange Price is subject to adjustment upon certain events, including, (ai) subdivisions, combinations and reclassification of the Series E D Preferred Stock, and (bii) distributions to all holders of Series E D Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series E D Preferred Stock). (iiB) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the Series E D Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series E D Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series E D Preferred Stock or fraction thereof into which one Series E D Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In addition, so . (C) So long as a holder of Series E Preferred Units Partner or any of its permitted successors or assigns, hold assigns holds any Series E D Preferred Units, Units as the case may be, the General Partner shall not, without the affirmative vote of the holders of at least a majority two-thirds of the Series E D Preferred Units (excluding any Series D Preferred Units surrendered to the General Partner in exchange for Series D Preferred Stock) and Series D Preferred Stock (voting together as a class on the basis of number of shares into which Series D Preferred Units are exchangeable) outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series E D Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Stock or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Stock are issued to an Affiliate of the General Partner other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates (if issued on arm's length terms in the good faith determination of the board of directors of the General Partner), or (bB) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock in the same transaction to persons who are not affiliates of the Partnership; (c) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series E D Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized Preferred Shares Stock or the creation or issuance of any other series or class of Preferred SharesStock, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series E D Preferred Stock with respect to the payment of distributions and or the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series E D Preferred Stock with respect to the payment of distributions and or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Stock are not issued to an Affiliate of the General Partner (other than Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates if issued on arm's length terms in the good faith determination of the board of directors of the General Partner), or (B) General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall control.

Adjustment of Exchange Price. (i) The Exchange Price is ---------------------------- subject to adjustment upon certain events, including, (ax) subdivisions, combinations and reclassification of the Series E B Preferred StockShares, and (by) distributions to all holders of Series E B Preferred Stock Shares of evidences of indebtedness of the General Partner Company or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series E B Preferred StockShares). (ii) In case the General Partner Company shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General PartnerCompany's capital stock or sale of all or substantially all of the General PartnerCompany's assets), in each case as a result of which the Series E B Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series E B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series E B Preferred Stock Shares or fraction thereof into which one Series E B Preferred Unit was exchangeable immediately prior to such transaction. The General Partner Company may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In addition, so long as a holder of Series E Preferred Units or the Company shall not issue any of its permitted successors or assigns, hold any Series E Preferred Units, as the case may be, the General Partner shall not, Additional Securities without the affirmative vote consent of the holders of at least a majority of the Series E B Preferred Units outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series if such consent would be required to be obtained from holders of shares ranking senior to the Series E Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; or (b) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series E Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized B Preferred Shares or the creation or issuance of any other series or class of and such Series B Preferred Shares, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series E Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series E Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall controlShares were outstanding.

Adjustment of Exchange Price. (i) The Exchange Price is ---------------------------- subject to adjustment upon certain events, including, (a) subdivisions, combinations and reclassification of the Series E C Preferred StockShares, and (b) distributions to all holders of Series E C Preferred Stock Shares of evidences of indebtedness of the General Partner Company or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series E C Preferred StockShares). (ii) In case the General Partner Company shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General PartnerCompany's capital stock shares or sale of all or substantially all of the General PartnerCompany's assets), in each case as a result of which the Series E C Preferred Stock Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series E C Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series E C Preferred Stock Shares or fraction thereof into which one Series E C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner Company may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In addition, so long as a holder of Series E Preferred Units or the Company shall not issue any of its permitted successors or assigns, hold any Series E Preferred Units, as the case may be, the General Partner shall not, Additional Securities without the affirmative vote consent of the holders of at least a majority of the Series E C Preferred Units outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series if such consent would be required to be obtained from holders of shares ranking senior to the Series E Preferred Stock with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner into any such shares, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such shares; or (b) amend, alter or repeal the provisions of the Charter or bylaws of the General Partner, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series E Preferred Stock or the holders thereof; provided, however, that any increase in the amount of authorized C Preferred Shares or the creation or issuance of any other series or class of and such Series C Preferred Shares, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series E Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series E Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of a conflict between the provisions of this Section 8(c)(ii) and any provision of the Partnership Agreement, the provisions of this Section 8(c)(ii) shall controlShares were outstanding.