any proceeding brought to enforce such persons right to indemnification under the partnership agreement) or if the person is found to be liable to our operating partnership on any portion
of any claim in the action.
Business Combinations and Dissolution of Our Operating Partnership
Subject to the limitations on the transfer of our interest in our operating partnership described in Transfers of Partnership
InterestsRestrictions on Transfers by the General Partner, the Company generally has the exclusive power to cause our operating partnership to merge, reorganize, consolidate, sell all or substantially all of its assets or otherwise
combine its assets with another entity. The Company may also elect to dissolve our operating partnership without the consent of any limited partner. However, in connection with the acquisition of properties from persons to whom our operating
partnership issues units or other partnership interests as part of the purchase price, in order to preserve such persons tax deferral, our operating partnership may contractually agree, in general, not to sell or otherwise transfer the
properties for a specified period of time, or in some instances, not to sell or otherwise transfer the properties without compensating the sellers of the properties for their loss of the tax deferral.
Redemption Rights of Qualifying Parties
Beginning 14 months after first becoming a holder of common units, each limited partner and some assignees of limited partners will have the
right, subject to the terms and conditions set forth in the partnership agreement, to require our operating partnership to redeem all or a portion of the common units held by such limited partner or assignee in exchange for a cash amount per common
unit equal to the value of one share of our common stock, determined in accordance with and subject to adjustment under the partnership agreement. Our operating partnerships obligation to redeem common units does not arise and is not binding
against our operating partnership until the sixth business day after we receive the holders notice of redemption or, if earlier, the day we notify the holder seeking redemption that we have declined to acquire some or all of the common units
tendered for redemption. If we do not elect to acquire the common units tendered for redemption in exchange for shares of the Companys common stock (as described below), our operating partnership must deliver the cash redemption amount on or
before the tenth business day after we receive the holders notice of redemption.
On or before the close of business on the fifth
business day after a holder of common units gives notice of redemption to us, the Company may, in its sole and absolute discretion but subject to the restrictions on the ownership and transfer of the Companys stock set forth in our charter,
elect to acquire some or all of the common units tendered for redemption from the tendering party in exchange for shares of the Companys common stock, based on an exchange ratio of one share of common stock for each common unit, subject to
adjustment as provided in the partnership agreement. The partnership agreement does not require the Company to register, qualify or list any shares of common stock issued in exchange for common units with the SEC, with any state securities
commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange.
Transfers of Partnership
Interests
Restrictions on Transfers by Limited Partners
Until the expiration of 14 months after the date on which a limited partner first acquires a partnership interest, the limited partner
generally may not directly or indirectly transfer all or any portion of its partnership interest without the Companys consent, which it may give or withhold in its sole and absolute discretion, except for certain permitted transfers to certain
affiliates, family members and charities, and certain pledges of partnership interests to lending institutions in connection with bona fide loans. After the expiration of 14 months after the date on which a limited partner first acquires a
partnership interest, the limited partner will have the right to transfer all or any portion of its partnership interest without the Companys consent to any person that is an accredited investor, within the meaning set forth in
Rule 501 promulgated under the Securities Act, upon ten
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