EXHIBIT 4.2
___________
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND CANNOT BE SOLD OR
TRANSFERRED UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION
UNDER SUCH ACT OR LAWS IS AVAILABLE.
LASALLE HOTEL PROPERTIES
Common Share Purchase Right
LaSalle Hotel Properties (the "Company"), a Maryland real estate
investment trust, hereby certifies that, for value received, MS Asset
Management, Inc., or assigns, is entitled, subject to the terms set forth
below, to purchase from the Company Common Shares of the Company equal to
662,237 fully paid and non-assessable common shares of beneficial interest,
par value $.01 per share, of the Company (the "Common Shares"), at a
purchase price, subject to the provisions of Paragraph 3 hereof, of $18.00
per share (the "Purchase Price") at any time and from time to time after
one year from the date of issuance and prior to April 29, 2008. The number
and character of such shares are subject to adjustment as provided below,
and the term "Common Share" shall mean, unless the context otherwise
requires, the shares of beneficial interest, stock or other securities or
property at the time deliverable upon the exercise of this Right.
1. EXERCISE OF RIGHT. The purchase rights evidenced by this Right
shall be exercised by the holder hereof ("Holder") surrendering this Right,
with the form of subscription at the end hereof duly executed by such
Holder, to the Company at its office in New York, New York (or such other
office as may be designated by the Company from time to time), accompanied
by payment of the Purchase Price (as provided below). This Right may be
exercised for less than the full number of Common Shares at the time called
for hereby, in which case the number of shares receivable upon the exercise
of this Right as a whole, and the sum payable upon the exercise of this
Right as a whole, shall be proportionately reduced. Upon any such partial
exercise, the Company at its expense will forthwith issue to the Holder
hereof a new Right or Rights of like tenor calling for the number of Common
Shares as to which rights have not been exercised, such Right or Rights to
be issued in the name of the Holder hereof or his nominee.
The Purchase Price may be paid, at the election of the Holder of this
Right: (i) in cash (by readily available funds wire transfer) or by
certified or bank cashier's check; (ii) through the delivery to the Company
of other securities, including other Rights in addition to those then being
exercised, to be credited in full against the Purchase Price in an amount
equal to the Current Market Value thereof, as determined in accordance with
Paragraph 3 hereof; (iii) if exercised in connection with any registered
public offering of the Company's Common Shares, by payment arrangements
calling for the delivery to the Company from proceeds of the sale of the
Common Shares to be sold by the Holder in such public offering of an amount
equal to the Purchase Prices for the Common Shares for which this Right is
then being exercised; or (iv) by any combination of the foregoing. The
Board of Trustees shall respond promptly in writing to an inquiry by the
Holder as to the fair market value of any securities the Holder may wish to
deliver to the Company pursuant to clause (ii) above.
The Holder may elect to receive, without the payment by the Holder of
any other Purchase Price or additional consideration, Common Shares equal
to the value of this Right or any portion hereof by the surrender of this
Right (or such portion of this Right being so exercised) together with the
Net Issue Election Notice annexed hereto duly executed, at the office of
the Company. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable Common Shares as is computed using the
following formula:
X = Y (A-B)
------
A
where X= the number of Common Shares to be issued to the Holder
Y= the number of Common Shares covered by this Right in
respect of which the net issue election is made
A= the Current Market Value of one Common Share as
determined in accordance with Paragraph 3 hereof
B= the Purchase Price in effect under this Right at the time
the net issue election is made
The Board of Trustees shall respond promptly in writing to an inquiry by
the Holder as to the Current Market Value of a Common Share.
2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as
practicable after the exercise of this Right and payment of the Purchase
Price, and in any event within five (5) business days thereafter, the
Company, at its expense, will cause to be issued in the name of and
delivered to the Holder hereof a certificate or certificates for the number
of fully paid and non-assessable Common Shares or other securities or
property to which such Holder shall be entitled upon such exercise, plus,
in lieu of any fractional share interest to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then
current market value of one full Common Share or other securities to which
such Holder shall be so entitled.
3. ADJUSTMENT FOR ISSUE OR SALE OF COMMON SHARES AT LESS THAN
PURCHASE PRICE. In case, at any time or from time to time after the date
of issuance of this Right ("Issuance Date"), the Company shall issue Common
Shares (other than (i) securities outstanding on the date hereof, (ii)
awards made pursuant to any company stock option plan awarded to officers,
the Company's Board of Trustees, employees or advisors to the Company, or
(iii) awards made pursuant to any incentive compensation plan or
arrangement approved by the Company's Board of Trustees or by the
Compensation Committee of the Company's Board of Trustees, (such
securities, collectively, the "Subject Securities")) for a consideration
per share less than the Current Market Price (as defined below) per share
(the Current Market Price being the "Trigger Price") (or, if a Pro Forma
Adjusted Trigger Price shall be in effect as provided below in this
Paragraph 3, then less than such Pro Forma Adjusted Trigger Price per
share), then and in each such case the Holder of this Right, upon the
exercise hereof as provided in Paragraph 1 hereof, shall be entitled to
receive, in lieu of Common Shares theretofore receivable upon the exercise
of this Right, a number of Common Shares determined by (a) dividing the
Trigger Price by a Pro Forma Adjusted Trigger Price per share to be
computed as provided below in this Paragraph 3, and (b) multiplying the
resulting quotient by the number of Common Shares called for on the face of
this Right. A Pro Forma Adjusted Trigger Price per share shall be the
price computed (to the nearest cent, a fraction of half cent or more being
considered a full cent):
by dividing (i) the sum of (x) the result obtained
by multiplying the number of Common Shares of the Company outstanding
immediately prior to such issue or sale by the Trigger Price (or, if a
prior Pro Forma Adjusted Trigger Price shall be in effect, by such Price),
and (y) the consideration, if any, received by the Company upon such issue
or sale, by (ii) the number of Common Shares of the Company outstanding
immediately after such issue or sale.
For the purposes hereof, the Current Market Price per Common Share on
any date shall be deemed to be the average of the daily closing prices for
the 10 consecutive Business Days before the day in question. The closing
price for each day shall be the last reported sales price regular way or,
in case no such reported sale takes place on such day, the average of the
reported closing bid and asked prices regular way, in either case on the
New York Stock Exchange or, if such Common Shares are not listed or
admitted to trading on such Exchange, on the principal national securities
exchange on which such Common Shares are listed or admitted to trading or,
if not listed or admitted to trading on any national securities exchange,
on the National Association of Securities Dealers Automated Quotations
National Market System or, if such Common Shares are not listed or admitted
to trading on any national securities exchange or quoted on such National
Market System, the average of the closing bid and asked prices in the over-
the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by the Company for the purpose. In the event
that no such market trading exists, the current market price of such Common
Shares will be determined by three independent nationally recognized
investment banking firms selected by the Company in such manner as the
Board of Trustees or an authorized committee thereof deems appropriate.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which the principal national securities exchange on
which the Common Shares are listed or the NASDAQ National Market System, if
the shares are quoted thereon, or if neither is applicable, the New York
Stock Exchange, is closed for trading. If any other securities of the
Company are valued with reference to this Paragraph 3, their Current Market
Value shall be determined in a manner consistent with the foregoing
provisions of this paragraph.
For the purpose of this Paragraph 3:
3.1. STOCK SPLITS, DIVIDENDS, ETC., IN COMMON SHARES OR CONVERTIBLE
SECURITIES. In case the Company splits its Common Shares or shall declare
any dividend, or make any other distribution, upon any beneficial interest
or other securities of the Company of any class payable in Common Shares,
or in any beneficial interest or other securities directly or indirectly
convertible into or exchangeable for Common Shares (any such beneficial
interest or other securities being hereinafter called "Convertible
Securities"), such split, declaration or distribution shall be deemed to be
an issue or sale (as of the record date for such split, dividend or other
distribution), without consideration, of such Common Shares or such
Convertible Securities, as the case may be.
3.2. ISSUANCE OR SALE OF CONVERTIBLE SECURITIES. In case the
Company shall issue or sell any Convertible Securities other than the
Subject Securities, there shall be determined the price per share for which
Common Shares are issuable upon the conversion or exchange thereof, such
determination to be made by dividing (a) the total amount received or
receivable by the Company as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or
exchange thereof, by (b) the maximum number of Common Shares of the Company
issuable upon the conversion or exchange of all such Convertible
Securities.
If the price per share so determined shall be less than the
Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in
effect, less than such price) as of the date of such issue or sale, then
such issue or sale shall be deemed to be an issue or sale for cash (as of
the date of issue or sale of such Convertible Securities) of such maximum
number of Common Shares at the price per share so determined, provided
that, if such Convertible Securities shall by their terms provide for an
increase or increases, with the passage of time, in the amount of
additional consideration, if any, payable to the Company, or in the rate of
exchange, upon the conversion or exchange thereof, the Pro Forma Adjusted
Trigger Price per share shall, forthwith upon any such increase becoming
effective, be readjusted to reflect the same, and provided, further, that
upon the expiration of such rights of conversion or exchange of such
Convertible Securities, if any thereof shall not have been exercised, the
Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted
and thereafter be the price which it would have been had an adjustment been
made on the basis that the only Common Shares so issued or sold were those
issued or sold upon the conversion or exchange of such Convertible
Securities, and that they were issued or sold for the consideration
actually received by the Company upon such conversion or exchange, plus the
consideration, if any, actually received by the Company for the issue or
sale of all such Convertible Securities which shall have been converted or
exchanged.
3.3. GRANT OF RIGHTS OR OPTIONS FOR COMMON SHARES. In case the
Company shall grant any rights or options to subscribe for, purchase or
otherwise acquire Common Shares of any class other than the Subject
Securities, there shall be determined the price per share for which Common
Shares are issuable upon the exercise of such rights or options, such
determination to be made by dividing (a) the total amount, if any, received
or receivable by the Company as consideration for the granting of such
rights or options, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the exercise of such
rights or options, by (b) the maximum number of Common Shares issuable upon
the exercise of such rights or options.
If the price per share so determined shall be less than the
Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in
effect, less than such price) as of the date of such issue or sale, then
the granting of such rights or options shall be deemed to be an issue or
sale for cash (as of the date of the granting of such rights or options) of
such maximum number of Common Shares at the price per share so determined,
provided that, if such rights or options shall by their terms provide for
an increase or increases, with the passage of time, in the amount of
additional consideration, if any, payable to the Company upon the exercise
thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith
upon any such increase becoming effective, be readjusted to reflect the
same, and provided, further, that upon the expiration of such rights or
options, if any thereof shall not have been exercised, the Pro Forma
Adjusted Trigger Price per share shall forthwith be readjusted and
thereafter be the price which it would have been had an adjustment been
made on the basis that the only Common Shares so issued or sold were those
issued or sold upon the exercise of such rights or options and that they
were issued or sold for the consideration actually received by the Company
upon such exercise, plus the consideration, if any, actually received by
the Company for the granting of all such rights or options, whether or not
exercised.
3.4. GRANT OF RIGHTS OR OPTIONS FOR CONVERTIBLE SECURITIES. In case
the Company shall grant any rights or options to subscribe for, purchase or
otherwise acquire Convertible Securities other than the Subject Securities,
such Convertible Securities shall be deemed, for the purposes of
subparagraph 3.2. above, to have been issued or sold for the total amount
received or receivable by the Company as consideration for the granting of
such rights or options plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the exercise of such
rights or options, provided that, upon the expiration of such rights or
options, if any thereof shall not have been exercised, the Pro Forma
Adjusted Trigger Price per share shall forthwith be readjusted and
thereafter be the price which it would have been had an adjustment been
made upon the basis that the only Convertible Securities so issued or sold
were those issued or sold upon the exercise of such rights or options and
that they were issued or sold for the consideration actually received by
the Company upon such exercise, plus the consideration, if any, actually
received by the Company for the granting of all such rights or options,
whether or not exercised.
3.5. DILUTION IN CASE OF OTHER BENEFICIAL INTERESTS OR SECURITIES.
In case any shares of beneficial interest or other securities, other than
Common Shares of the Company, shall at any time be receivable upon the
exercise of this Right, and in case any additional shares of such
beneficial interest or any additional such securities (or any beneficial
interest or other securities convertible into or exchangeable for any such
beneficial interest or securities) shall be issued or sold for a
consideration per share such as to dilute the purchase rights evidenced by
this Right, then and in each such case the Pro Forma Adjusted Trigger Price
per share shall forthwith be adjusted, substantially in the manner provided
for above in this Paragraph 3, so as to protect the Holder of this Right
against the effect of such dilution.
3.6. EXPENSES, ETC., DEDUCTED. In case any Common Shares or
Convertible Securities or any rights or options to subscribe for, purchase
or otherwise acquire any Common Share or Convertible Securities shall be
issued or sold for cash, the consideration received therefor shall be
deemed to be the amount received by the Company therefor, after deducting
any expenses incurred and any underwriting or similar commissions,
compensation or concessions paid or allowed by the Company in connection
with such issue or sale.
3.7. DETERMINATION OF CONSIDERATION. In case any Common Shares or
Convertible Securities or any rights or options to subscribe for, purchase
or otherwise acquire any Common Shares or Convertible Securities shall be
issued or sold for a consideration other than cash (or a consideration
which includes cash and other assets) then, for the purpose of this
Paragraph 3, the Board of Trustees of the Company shall promptly determine
the fair value of such consideration, and such Common Shares, Convertible
Securities, rights or options shall be deemed to have been issued or sold
on the date of such determination in good faith. Such value shall not be
more than the amount at which such consideration is recorded in the books
of the Company for accounting purposes except in the case of an acquisition
accounted for on a pooling of interest basis. In case any Common Shares or
Convertible Securities or any rights or options to subscribe for, purchase
or otherwise acquire any Common Shares or Convertible Securities shall be
issued or sold together with other stock or securities or other assets of
the Company for a consideration which covers both, the Board of Trustees of
the Company shall promptly determine in good faith what part of the
consideration so received is to be deemed to be the consideration for the
issue or sale of such Common Shares or Convertible Securities or such
rights or options.
The Company covenants and agrees that, should any determination
of fair value of consideration or of allocation of consideration be made by
the Board of Trustees of the Company, pursuant to this subparagraph 3.7, it
will, not less than seven (7) days after any and each such determination,
deliver to the Holder of this Right a certificate signed by the President
or a Vice President and the Treasurer or an Assistant Treasurer of the
Company reciting such value as thus determined and setting forth the nature
of the transaction for which such determination was required to be made,
the nature of any consideration, other than cash, for which Common Shares,
Convertible Securities, rights or options have been or are to be issued,
the basis for its valuation, the number of Common Shares which have been or
are to be issued, and a description of any Convertible Securities, rights
or options which have been or are to be issued, including their number,
amount and terms.
3.8. RECORD DATE DEEMED ISSUE DATE. In case the Company shall take
a record of the Holders of shares of any class for the purpose of entitling
them (a) to receive a dividend or a distribution payable in Common Shares
or in Convertible Securities, or (b) to subscribe for, purchase or
otherwise acquire Common Shares or Convertible Securities, then such record
date shall be deemed to be the date of the issue or sale of the Common
Shares issued or sold or deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution, or
the date of the granting of such rights of subscription, purchase or other
acquisition, as the case may be.
3.9. SHARES CONSIDERED OUTSTANDING. The number of Common Shares
outstanding at any given time shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of Common Shares, but shall
exclude shares in the treasury of the Company.
3.10. duration of pro forma adjusted trigger price. Following each
computation or readjustment of a Pro Forma Adjusted Trigger Price as
provided in this Paragraph 3, the newly computed or adjusted Pro Forma
Adjusted Trigger Price shall remain in effect until a further computation
or readjustment thereof is required by this Paragraph 3.
4. ADJUSTMENT FOR DIVIDENDS IN OTHER SHARES OF BENEFICIAL INTEREST
, PROPERTY, ETC.; RECLASSIFICATIONS, ETC. In case at any time or from time
to time after the Issuance Date the holders of the Common Shares of the
Company of any class (or any other shares of beneficial interest or other
securities at the time receivable upon the exercise of this Right) shall
have received, or, on or after the record date fixed for the determination
of eligible shareholders, shall have become entitled to receive:
(a) other or additional shares or other securities or
property (other than cash) by way of dividend;
(b) any cash paid or payable out of capital or paid-in
surplus or surplus created as a result of a revaluation of property by way
of dividend; or
(c) other or additional (or less) shares or other securities
or property (including cash) by way of stock-split, spin-off, split-off,
split-up, reclassification, combination of shares or similar corporate
rearrangement;
(other than additional Common Shares issued to holders of Common Shares as
a stock dividend or stock-split, adjustments in respect of which shall be
covered by the provisions of Paragraph 3 hereof), then in each case the
Holder of this Right, upon the exercise hereof as provided in Paragraph 1
hereof, shall be entitled to receive, in lieu of, or in addition to, as the
case may be, the shares theretofore receivable upon the exercise of this
Right, the amount of shares or other securities or property (including cash
in the cases referred to in clauses (b) and (c) above) which such Holder
would hold on the date of such exercise if, on the Issuance Date, he had
been the holder of record of the number of Common Shares of the Company
called for on the face of this Right and had thereafter, during the period
from the Issuance Date to and including the date of such exercise, retained
such shares and/or all other or additional (or less) stock or other
securities or property (including cash in the cases referred to in clauses
(b) and (c) above) receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period by
Paragraphs 3 and 5 hereof.
5. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In
case of any reorganization of the Company (or any other trust, corporation,
or other entity the shares or other securities of which are at the time
deliverable on the exercise of this Right) after the date hereof, or in
case, after such date, the Company (or any such other trust, corporation or
other entity) shall consolidate with or merge into another trust,
corporation, or other entity or convey all or substantially all its assets
to another trust, corporation or other entity, then and in each such case
the Holder of this Right, upon the exercise hereof as provided in
Paragraph 1 hereof, at any time after the consummation of such
reorganization, consolidation, merger or conveyance, shall be entitled to
receive the shares or other securities or property to which such Holder
would have been entitled upon such consummation if such Holder had
exercised this Right immediately prior thereto, all subject to further
adjustments as provided in Paragraphs 3 and 4 hereof; in each such case,
the terms of this Right shall be applicable to the shares or other
securities or property receivable upon the exercise of this Right after
such consummation.
6. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment
of its declaration of trust or through reorganization, consolidation,
merger, dissolution, sale of assets or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this
Right, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder hereof against
dilution or other impairment. Without limiting the generality of the
foregoing, the Company will not increase the par value of any Common Shares
receivable upon the exercise of this Right above the amount payable
therefor upon such exercise, and at all times will take all such action as
may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable stock upon the exercise of this
Right.
7. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of an
adjustment in the number of Common Shares or other shares, securities or
property receivable on the exercise of this Right, at the request of the
Holder of this Right the Company at its expense shall promptly cause
independent public accountants of recognized standing, selected by the
Company, to compute such adjustment in accordance with the terms of this
Right and prepare a certificate setting forth such adjustment and showing
in detail the facts upon which such adjustment is based, including a
statement of (a) the consideration received or to be received by the
Company for any additional shares issued or sold or deemed to have been
issued or sold, (b) the number of Common Shares outstanding or deemed to be
outstanding and (c) the Pro Forma Adjusted Trigger Price. The Company will
forthwith mail a copy of each such certificate to the Holder of this Right.
8. NOTICES OF RECORD DATE, ETC. In case:
(a) the Company shall take a record of the Holders of its
Common Shares (or other shares or securities at the time deliverable upon
the exercise of this Right) for the purpose of entitling or enabling them
to receive any dividend (other than a cash or stock dividend at the same
rate as the rate of the last cash or stock dividend theretofore paid) or
other distribution, or to exercise any preemptive right pursuant to the
Company's declaration of trust, or to receive any right to subscribe for or
purchase any shares of any class or any other securities, or to receive any
other right; or
(b) of any capital reorganization of the Company, any
reclassification of the beneficial interests or capital stock of the
Company, any consolidation or merger of the Company with or into another
trust, corporation, or other entity or any conveyance of all or
substantially all of the assets of the Company to another trust,
corporation or other entity; or
(c) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then, and in each such case, the Company will mail or cause to be mailed to
the Holder of this Right a notice specifying, as the case may be, (i) the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such
dividend, distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the times, if
any is to be fixed, as of which the holders of record of Common Shares (or
such other shares or securities at the time deliverable upon the exercise
of this Right) shall be entitled to exchange their Common Shares of any
class (or such other shares or securities) for reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding up
or (iii) the amount and character of the shares or other securities
proposed to be issued or granted, the date of such proposed issuance or
grant and the persons or class of persons to whom such shares or other
securities are to be offered, issued or granted. Such notice shall be
mailed at least thirty (30) days prior to the date therein specified.
9. RESERVATION OF SHARES, ETC., ISSUABLE ON EXERCISE OF RIGHTS.
The Company will at all times reserve and keep available, solely for
issuance and delivery upon the exercise of this Right and other similar
Rights, such Common Shares and other shares, securities and property as
from time to time shall be issuable upon the exercise of this Right and all
other similar Rights at the time outstanding.
10. REPLACEMENT OF RIGHT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation
of this Right and (in the case of loss, theft or destruction) upon delivery
of an indemnity agreement in an amount reasonably satisfactory to it, or
(in the case of mutilation) upon surrender and cancellation thereof, the
Company will issue, in lieu thereof, a new Right of like tenor.
11. REMEDIES. The Company stipulates that the remedies at law of
the Holder of this Right in the event of any default by the Company in its
performance of or compliance with any of the terms of this Right are not
and will not be adequate, and that the same may be specifically enforced.
12. NEGOTIABILITY, ETC. This Right is issued upon the following
terms, to all of which each taker or owner hereof consents and agrees:
(a) Title to this Right may be transferred by endorsement (by
the Holder hereof executing the form of assignment at the end hereof
including guaranty of signature) and delivery in the same manner as in the
case of a negotiable instrument transferable by endorsement and delivery.
(b) Any person in possession of this Right properly endorsed
is authorized to represent himself as absolute owner hereof and is granted
power to transfer absolute title hereto by endorsement and delivery hereof
to a bona fide purchaser hereof for value; each prior taker or owner waives
and renounces all of his equities or rights in this Right in favor of every
such bona fide purchaser, and every such bona fide purchaser shall acquire
title hereto and to all rights represented hereby.
(c) Until this Right is transferred on the books of the
Company, the Company may treat the registered Holder of this Right as the
absolute owner hereof for all purposes without being affected by any notice
to the contrary.
13. SUBDIVISION OF RIGHTS. This Right (as well as any new Rights
issued pursuant to the provisions of this paragraph) is exchangeable, upon
the surrender hereof by the Holder hereof, at the principal office of the
Company for any number of new Rights of like tenor and date representing in
the aggregate the right to subscribe for and purchase the number of Common
Shares of the Company which may be subscribed for and purchased hereunder.
14. REGISTRATION RIGHTS. The Holders of Rights shall have the
registration rights contained in the agreement attached as Exhibit A.
15. MAILING OF NOTICES, ETC. All notices, requests, claims,
demands, waivers and other communications hereunder shall be in writing and
shall be deemed to have been duly given when delivered by hand, when
delivered by courier, three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested),
or when received by facsimile transmission upon receipt of a confirmed
transmission report, as follows:
If to the Company: LaSalle Hotel Properties
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: President
and if to the Holder of this Right to the address furnished to the Company
in writing by the last Holder of this Right who shall have furnished an
address to the Company in writing. Either the Company or the Holder of
this Right, by notice given to the other parties hereto in accordance with
this Section 15, may change the address or facsimile transmission number to
which such notice or other communications are to be sent to such party.
16. HEADINGS, ETC. The headings in this Right are for purposes of
reference only, and shall not limit or otherwise affect the meaning hereof.
17. CHANGE, WAIVER, ETC. Neither this Right nor any term hereof
may be changed, waived, discharged or terminated orally but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
18. GOVERNING LAW. This Right shall be construed and enforced in
accordance with the laws of the State of New York.
LASALLE HOTEL PROPERTIES
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
_____________________________
▇▇▇ ▇. ▇▇▇▇▇
President
Dated: April 29, 1998
Attest:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[To be signed only upon exercise of Right]
To LASALLE HOTEL PROPERTIES:
The undersigned, the Holder of the within Right, hereby irrevocably
elects to exercise the purchase right represented by such Right for, and to
purchase thereunder, ________________ Common Shares of ___________________
and herewith makes payment of $_____________ therefor, and requests that
the certificates for such shares be issued in the name of, and be delivered
to, __________________, whose address is ____________________.
Dated:
________________________________
(Signature must conform in all
respects to name of Holder as specified on the face of the Right)
Address:
NET ISSUE ELECTION NOTICE
To: ______________________________ Date: ___________________
The undersigned hereby elects under Paragraph 1 to surrender the
right to purchase _____________ Common Shares pursuant to this Right. The
certificate(s) for the shares issuable upon such net issue election shall
be issued in the name of the undersigned or as otherwise indicated below.
_________________________________________
Signature
_________________________________________
Name for Registration
_________________________________________
Mailing Address
TRANSFER OF RIGHT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers the
number of rights set forth next to the names in the attached Schedule A the
right represented by the within Right to purchase the 662,237 Common Shares
of LASALLE HOTEL PROPERTIES to which the within Right relates, and appoints
▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ attorney to transfer said right on the
books of LaSalle Hotel Properties with full power of substitution in the
premises.
Dated: April 29, 1998
MS Asset Management, Inc.
By: _________________________-
Name:
Title:
(Signature must conform in all
respects to name of Holder as specified on the face of the Right)
Address:
In the presence of
___________________________
