Common use of Initial Public Offering; Sale of Units Clause in Contracts

Initial Public Offering; Sale of Units. (a) In the event of a public offering of Shares by WCPT and provided that WCPT shall be acting as the Manager at the time of such offering, each Member and WRP agree to take all actions necessary or appropriate, including, without limitation, amending any Organizational Document of WCPT and the Company (including this Agreement) in order that the Manager receives additional compensation (either in cash, or if the parties agree, in the form of Membership Units or otherwise) equal in value to the Promote (as defined below) that the Manager would have received if all of the Company Assets were sold for a price equal to the total valuation of the Company (implied by reference to the public offering price of the shares sold by WCPT) and the proceeds of such sale were distributed pursuant to Section 10.2. If, in connection with a public offering of WCPT, the Members are restricted from selling their Membership Units or Shares until a specified lock-up period has lapsed after such offering, then the Promote payable to WCPT under this subparagraph (a) shall be calculated and paid to WCPT promptly after such lock-up period expires. The Members (other than WCPT) agree to pay to the Manager or its designee contemporaneously with the closing of the public offering (or on the day after expiration of any lock-up as described in the immediately preceding sentence) such amount in cash or, if the Members and WRP agree otherwise, in the form of Membership Units or otherwise (based upon the relative Percentage Interests of such Members). Without in any way limiting the restrictions contained in Article 8, Whitehall agrees not to distribute its Membership Units or Shares to any of its constituent partners prior to payment of the Promote payable under this subparagraph (a). Each Member and WRP will work together in good faith to achieve the optimal tax consequences for WCPT; provided, that there is no adverse impact on the other Members. (b) Unless the full Promote has already been, or is due to be, paid to Manager under subparagraph (a), in the event that any Member other than WCPT, to the extent permitted under this Agreement, either sells (or otherwise disposes of) all or any of its Membership Units to a third-party or converts all or any of its Membership Units into Shares or WRP Shares, such Member shall pay to the Manager on the Determination Date (as defined below) an amount equal to the amount of the Promote that would have been payable to the Manager if the proceeds received by such Member (or the cash value thereof as of the Determination Date if such proceeds are not cash) were first distributed to such Member pursuant to Section 7.1 (ignoring for this purpose only any Interest of any other Member) to the extent required for the Manager to receive the Promote. For purposes of this subparagraph (b), the Determination Date shall be the date of the relevant sale, disposition or conversion of the Membership Units; provided that, if the Shares or WRP Shares received by such Member upon conversion of any Membership Units are subject to any "lock-up" agreement prohibiting the sale of such Shares or WRP Shares for a specified period, the "Determination Date" shall mean the date upon which such lock-up period expires. (c) Upon payment of any amounts (whether in cash, Shares, WRP Shares, Membership Units or other consideration) to the Manager pursuant to this Section 7.6 in respect of the sale, disposition or conversion of any Membership Units, no further amounts shall be payable to the Manager pursuant to this Section 7.6 or Sections 7.1(b)(iii)(y), 7.1(b)(iv)(y), 7.1(c)(iii)(y) or 7.1(c)(iv)(y) or any successor provision to any of the foregoing in respect of any such sold, disposed of or converted Membership Units or in respect of any subsequent sale, transfer or other disposition of the proceeds from or consideration received on account of any such sale, disposition or conversion of Membership Units.

Initial Public Offering; Sale of Units. (a) In the event of a public offering of Shares by WCPT and provided that WCPT shall be acting as the Manager at the time of such offering, each Member and WRP agree to take all actions necessary or appropriateappropriate at no cost or expense to the Saracen Members, and without any impact on the rights or amounts to be received by the Saracen Members, including, without limitation, amending any Organizational Document of WCPT and the Company (including this Agreement) in order that the Manager receives additional compensation (either in cash, or if the parties Managing Members agree, in the form of Membership Units or otherwise) equal in value to the Promote (as defined below) that the Manager would have received if all of the Company Assets and the assets of the Subsidiaries were sold for a price equal to the total valuation of the Company (implied by reference to the public offering price of the shares sold by WCPT) and the proceeds of such sale were distributed pursuant to Section 10.2. If, in connection with a public offering of WCPT, the Members WCPT, WHWEL, Whitehall XI and Holding Co. are restricted from selling their Membership Units or Shares until a specified lock-up period has lapsed after such offering, then the Promote payable to WCPT under this subparagraph (a) shall be calculated and paid to WCPT promptly after such lock-up period expires. The Members (other than WCPTWHWEL, with respect to any Promote that would be received by the Manager pursuant to Section 7.1(c), Whitehall XI, with respect to any Promote that would be received by the Manager pursuant to Section 7.1(d) and Holding Co., with respect to any Promote that would be received by Manager pursuant to Section 7.1(e), agree to pay to the Manager or its designee contemporaneously with the closing of the public offering (or on the day after expiration of any lock-up as described in the immediately preceding sentence) such amount of the Promote in cash or, if the Members WCPT, WHWEL, Whitehall XI, Holding Co. and WRP agree otherwise, in the form of Membership Units or otherwise (and based upon the relative Percentage Interests of such Members). WCPT, WHWEL, Whitehall XI and Holding Co. Without in any way limiting the restrictions contained in Article 8, each Member of the Whitehall Group agrees not to distribute its Membership Units or Shares to any of its constituent partners prior to payment of the Promote payable under this subparagraph (a). Any Membership Units to be received by the Manager pursuant to this subparagraph (a) shall not be newly issued Membership Units but shall be Membership Units beneficially owned by the Members of the Whitehall Group. Each Member and WRP will work together in good faith to achieve the optimal tax consequences for WCPT; providedPROVIDED, that there is no adverse impact on the other Members. (b) Unless the full Promote has already been, or is due to be, paid to Manager under subparagraph (a), in the event that any Member other than WCPTof the Whitehall Group, to the extent permitted under this Agreement, either sells (or otherwise disposes of) all or any of its Membership Units to a third-party or converts all or any of its Membership Units into Shares or WRP Shares, such any Member of the Whitehall Group, as the case may be, shall pay to the Manager on the Determination Date (as defined below) an amount equal to the amount of the Promote that would have been payable to the Manager if the proceeds received by such any Member of the Whitehall Group, (or the cash value thereof as of the Determination Date if such proceeds are not cash) were first distributed to such received by any Member of the Whitehall Group, pursuant to Section 7.1 a distribution of Available Cash among all Members (ignoring for this purpose only any Interest of any other Memberthan Saracen) pursuant to the extent required for the Manager to receive the PromoteSections 7.1(c), (d), (e), (f) and (g). For purposes of this subparagraph (b), the "Determination Date Date" shall be the date of the relevant sale, disposition or conversion of the Membership Units; provided that, if the Shares or WRP Shares received by such any Member of the Whitehall Group, as the case may be, upon conversion of any Membership Units are subject to any "lock-up" agreement prohibiting the sale of such Shares or WRP Shares for a specified period, the "Determination Date" shall mean the date upon which such lock-up period expires. (c) Upon payment of any all amounts (whether in cash, Shares, WRP Shares, Membership Units or other consideration) due to the Manager pursuant to this Section 7.6 in respect of the sale, disposition or conversion of any Membership Units, no further amounts shall be payable to the Manager pursuant to this Section 7.6 or Sections 7.1(b)(iii)(y7.1(c)(iii)(y), 7.1(b)(iv)(y7.1(c)(iv)(y), 7.1(c)(iii)(y7.1(d)(iii)(y), 7.1(d)(iv)(y), 7.1(e)(iii)(y), 7.1(e)(iv)(y), 7.1(f)(iii)(y), 7.1(f)(iv)(y), 7.1(g)(iii)(y), 7.1(g)(iv)(y), 7.1(h(iii)(y) or 7.1(c)(iv)(yand 7.1(h)(iv)(y) or any successor provision to any of the foregoing in respect of any such sold, disposed of or converted Membership Units or in respect of any subsequent sale, transfer or other disposition of the proceeds from or consideration received on account of any such sale, disposition or conversion of Membership Units.

Initial Public Offering; Sale of Units. (a) In the event of a public offering of Shares by WCPT and provided that WCPT shall be acting as the Manager at the time of such offering, each Member and WRP agree to take all actions necessary or appropriateappropriate at no cost or expense to the Saracen Members, and without any impact on the rights or amounts to be received by the Saracen Members, including, without limitation, amending any Organizational Document of WCPT and the Company (including this Agreement) in order that the Manager receives additional compensation (either in cash, or if the parties Initial Members agree, in the form of Membership Units or otherwise) equal in value to the Promote (as defined below) that the Manager would have received if all of the Company Assets were sold for a price equal to the total valuation of the Company (implied by reference to the public offering price of the shares sold by WCPT) and the proceeds of such sale were distributed pursuant to Section 10.2. If, in connection with a public offering of WCPT, the Initial Members are restricted from selling their Membership Units or Shares until a specified lock-up period has lapsed after such offering, then the Promote payable to WCPT under this subparagraph (a) shall be calculated and paid to WCPT promptly after such lock-up period expires. The Initial Members (other than WCPT) agree to pay to the Manager or its designee contemporaneously with the closing of the public offering (or on the day after expiration of any lock-up as described in the immediately preceding sentence) such amount in cash or, if the Initial Members and WRP agree otherwise, in the form of Membership Units or otherwise (based upon the relative Percentage Interests of such Initial Members). Without in any way limiting the restrictions contained in Article 8, Whitehall agrees not to distribute its Membership Units or Shares to any of its constituent partners prior to payment of the Promote payable under this subparagraph (a). Any Membership Units to be received by the Manager pursuant to this subparagraph (a) shall not be newly issued Membership Units but shall be Membership Units beneficially owned by Whitehall. Each Member and WRP will work together in good faith to achieve the optimal tax consequences for WCPT; provided, that there is no adverse impact on the other Members. (b) Unless the full Promote has already been, or is due to be, paid to Manager under subparagraph (a), in the event that any Initial Member other than WCPT, to the extent permitted under this Agreement, either sells (or otherwise disposes of) all or any of its Membership Units to a third-third- party or converts all or any of its Membership Units into Shares or WRP Shares, such Initial Member shall pay to the Manager on the Determination Date (as defined below) an amount equal to the amount of the Promote that would have been payable to the Manager if the proceeds received by such Initial Member (or the cash value thereof as of the Determination Date if such proceeds are not cash) were first distributed to such Initial Member pursuant to Section 7.1 (ignoring for this purpose only any Interest of any other Initial Member) to the extent required for the Manager to receive the Promote. For purposes of this subparagraph (b), the "Determination Date Date" shall be the date of the relevant sale, disposition or conversion of the Membership Units; provided that, if the Shares or WRP Shares received by such Initial Member upon conversion of any Membership Units are subject to any "lock-up" agreement prohibiting the sale of such Shares or WRP Shares for a specified period, the "Determination Date" shall mean the date upon which such lock-up period expires. (c) Upon payment of any amounts (whether in cash, Shares, WRP Shares, Membership Units or other consideration) to the Manager pursuant to this Section 7.6 in respect of the sale, disposition or conversion of any Membership Units, no further amounts shall be payable to the Manager pursuant to this Section 7.6 or Sections 7.1(b)(iii)(y), 7.1(b)(iv)(y), 7.1(c)(iii)(y) or 7.1(c)(iv)(y) or any successor provision to any of the foregoing in respect of any such sold, disposed of or converted Membership Units or in respect of any subsequent sale, transfer or other disposition of the proceeds from or consideration received on account of any such sale, disposition or conversion of Membership Units.

Initial Public Offering; Sale of Units. (a) In the event of a public offering of Shares by WCPT and provided that WCPT shall be acting as the Manager at the time of such offering, each Member and WRP agree to take all actions necessary or appropriateappropriate at no cost or expense to the Saracen Members, and without any impact on the rights or amounts to be received by the Saracen Members, including, without limitation, amending any Organizational Document of WCPT and the Company (including this Agreement) in order that the Manager receives additional compensation (either in cash, or if the parties Managing Members agree, in the form of Membership Units or otherwise) equal in value to the Promote (as defined below) that the Manager would have received if all of the Company Assets and the assets of the Subsidiaries were sold for a price equal to the total valuation of the Company (implied by reference to the public offering price of the shares sold by WCPT) and the proceeds of such sale were distributed pursuant to Section 10.2. If, in connection with a public offering of WCPT, the Members WCPT, WHWEL, Whitehall XI and Holding Co. are restricted from selling their Membership Units or Shares until a specified lock-up period has lapsed after such offering, then the Promote payable to WCPT under this subparagraph (a) shall be calculated and paid to WCPT promptly after such lock-up period expires. The Members (other than WCPTWHWEL, with respect to any Promote that would be received by the Manager pursuant to Section 7.1(c), Whitehall XI, with respect to any Promote that would be received by the Manager pursuant to Section 7.1(d) and Holding Co., with respect to any Promote that would be received by Manager pursuant to Section 7.1(e), agree to pay to the Manager or its designee contemporaneously with the closing of the public offering (or on the day after expiration of any lock-up as described in the immediately preceding sentence) such amount of the Promote in cash or, if the Members WCPT, WHWEL, Whitehall XI, Holding Co. and WRP agree otherwise, in the form of Membership Units or otherwise (and based upon the relative Percentage Interests of such Members). WCPT, WHWEL, Whitehall XI and Holding Co. Without in any way limiting the restrictions contained in Article 8, each Member of the Whitehall Group agrees not to distribute its Membership Units or Shares to any of its constituent partners prior to payment of the Promote payable under this subparagraph (a). Any Membership Units to be received by the Manager pursuant to this subparagraph (a) shall not be newly issued Membership Units but shall be Membership Units beneficially owned by the Members of the Whitehall Group. Each Member and WRP will work together in good faith to achieve the optimal tax consequences for WCPT; provided, that there is no adverse impact on the other Members. (b) Unless the full Promote has already been, or is due to be, paid to Manager under subparagraph (a), in the event that any Member other than WCPTof the Whitehall Group, to the extent permitted under this Agreement, either sells (or otherwise disposes of) all or any of its Membership Units to a third-party or converts all or any of its Membership Units into Shares or WRP Shares, such any Member of the Whitehall Group, as the case may be, shall pay to the Manager on the Determination Date (as defined below) an amount equal to the amount of the Promote that would have been payable to the Manager if the proceeds received by such any Member of the Whitehall Group, (or the cash value thereof as of the Determination Date if such proceeds are not cash) were first distributed to such received by any Member of the Whitehall Group, pursuant to Section 7.1 a distribution of Available Cash among all Members (ignoring for this purpose only any Interest of any other Memberthan Saracen) pursuant to the extent required for the Manager to receive the PromoteSections 7.1(c), (d), (e), (f) and (g). For purposes of this subparagraph (b), the "Determination Date Date" shall be the date of the relevant sale, disposition or conversion of the Membership Units; provided that, if the Shares or WRP Shares received by such any Member of the Whitehall Group, as the case may be, upon conversion of any Membership Units are subject to any "lock-up" agreement prohibiting the sale of such Shares or WRP Shares for a specified period, the "Determination Date" shall mean the date upon which such lock-up period expires. (c) Upon payment of any all amounts (whether in cash, Shares, WRP Shares, Membership Units or other consideration) due to the Manager pursuant to this Section 7.6 in respect of the sale, disposition or conversion of any Membership Units, no further amounts shall be payable to the Manager pursuant to this Section 7.6 or Sections 7.1(b)(iii)(y7.1(c)(iii)(y), 7.1(b)(iv)(y7.1(c)(iv)(y), 7.1(c)(iii)(y7.1(d)(iii)(y), 7.1(d)(iv)(y), 7.1(e)(iii)(y), 7.1(e)(iv)(y), 7.1(f)(iii)(y), 7.1(f)(iv)(y), 7.1(g)(iii)(y), 7.1(g)(iv)(y), 7.1(h(iii)(y) or 7.1(c)(iv)(y) or any successor provision to any of the foregoing in respect of any such sold, disposed of or converted Membership Units or in respect of any subsequent sale, transfer or other disposition of the proceeds from or consideration received on account of any such sale, disposition or conversion of Membership Units.and