Common use of Fractional Units Clause in Contracts

Fractional Units. Class A Shareholders holding a number of Subject Class A Shares which would entitle such holders to receive less than one whole BPY Unit pursuant to this Agreement shall receive cash in lieu of fractional units. Fractional BPY Units shall not be distributed to Class A Shareholders or credited to book-entry accounts. With respect to any delivery of BPY Units to a Class A Shareholder under this Agreement, BAM shall promptly instruct the transfer agent for the BPY Units to, as soon as practicable, (a) determine the number of whole BPY Units and fractional BPY Units allocable to each holder of record or beneficial owner of Class A Shares entitled to receive BPY Units at such time, (b) aggregate all such fractional units into whole BPY Units and sell the whole BPY Units obtained thereby in open market transactions, in each case, at then-prevailing trading prices on behalf of holders who would otherwise be entitled to fractional BPY Units, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per BPY Unit after making appropriate deductions for any amount required to be withheld for tax purposes and any brokerage fees incurred in connection with these sales of fractional BPY Units. Neither BAM nor the Rights Agent will guarantee any minimum sale price for the fractional BPY Units. Neither BAM nor the Rights Agent will pay any interest on the proceeds from the sale of fractional BPY Units. The transfer agent of the BPY Units acting on behalf of the applicable party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional BPY Units and to determine when, how and at what price to sell such units, provided that neither the transfer agent nor the broker-dealers through which the aggregated fractional BPY Units are sold shall be Affiliates of BAM.

Fractional Units. Class A Shareholders holding a number of Subject Class A Shares which would entitle such holders to receive less than one whole BPY BBU Unit pursuant to this Agreement shall receive cash in lieu of fractional units. Fractional BPY BBU Units shall not be distributed to Class A Shareholders or credited to book-entry accounts. With respect to any delivery of BPY BBU Units to a Class A Shareholder under this Agreement, BAM shall promptly instruct the transfer agent for the BPY BBU Units to, as soon as practicable, (a) determine the number of whole BPY BBU Units and fractional BPY BBU Units allocable to each holder of record or beneficial owner of Class A Shares entitled to receive BPY BBU Units at such time, (b) aggregate all such fractional units into whole BPY BBU Units and sell the whole BPY BBU Units obtained thereby in open market transactions, in each case, at then-prevailing trading prices on behalf of holders who would otherwise be entitled to fractional BPY BBU Units, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per BPY BBU Unit after making appropriate deductions for any amount required to be withheld for tax purposes and any brokerage fees incurred in connection with these sales of fractional BPY BBU Units. Neither BAM nor the Rights Agent will guarantee any minimum sale price for the fractional BPY BBU Units. Neither BAM nor the Rights Agent will pay any interest on the proceeds from the sale of fractional BPY BBU Units. The transfer agent of the BPY BBU Units acting on behalf of the applicable party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional BPY BBU Units and to determine when, how and at what price to sell such units, provided that neither the transfer agent nor the broker-dealers through which the aggregated fractional BPY BBU Units are sold shall be Affiliates of BAM.

Fractional Units. Class A Shareholders holding a number of Subject Class A Shares which would entitle such holders to receive less than one whole BPY BIP Unit pursuant to this Agreement shall receive cash in lieu of fractional units. Fractional BPY BIP Units shall not be distributed to Class A Shareholders or credited to book-entry accounts. With respect to any delivery of BPY BIP Units to a Class A Shareholder under this Agreement, BAM shall promptly instruct the transfer agent for the BPY BIP Units to, as soon as practicable, (a) determine the number of whole BPY BIP Units and fractional BPY BIP Units allocable to each holder of record or beneficial owner of Class A Shares entitled to receive BPY BIP Units at such time, (b) aggregate all such fractional units into whole BPY BIP Units and sell the whole BPY BIP Units obtained thereby in open market transactions, in each case, at then-prevailing trading prices on behalf of holders who would otherwise be entitled to fractional BPY BIP Units, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per BPY BIP Unit after making appropriate deductions for any amount required to be withheld for tax purposes and any brokerage fees incurred in connection with these sales of fractional BPY BIP Units. Neither BAM nor the Rights Agent will guarantee any minimum sale price for the fractional BPY BIP Units. Neither BAM nor the Rights Agent will pay any interest on the proceeds from the sale of fractional BPY BIP Units. The transfer agent of the BPY BIP Units acting on behalf of the applicable party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional BPY BIP Units and to determine when, how and at what price to sell such units, provided that neither the transfer agent nor the broker-dealers through which the aggregated fractional BPY BIP Units are sold shall be Affiliates of BAM.

Fractional Units. Class A Shareholders holding a number of Subject Class A Shares which would entitle such holders to receive less than one whole BPY BEP Unit pursuant to this Agreement shall receive cash in lieu of fractional units. Fractional BPY BEP Units shall not be distributed to Class A Shareholders or credited to book-entry accounts. With respect to any delivery of BPY BEP Units to a Class A Shareholder under this Agreement, BAM shall promptly instruct the transfer agent for the BPY Table of Contents BEP Units to, as soon as practicable, (a) determine the number of whole BPY BEP Units and fractional BPY BEP Units allocable to each holder of record or beneficial owner of Class A Shares entitled to receive BPY BEP Units at such time, (b) aggregate all such fractional units into whole BPY BEP Units and sell the whole BPY BEP Units obtained thereby in open market transactions, in each case, at then-prevailing trading prices on behalf of holders who would otherwise be entitled to fractional BPY BEP Units, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per BPY BEP Unit after making appropriate deductions for any amount required to be withheld for tax purposes and any brokerage fees incurred in connection with these sales of fractional BPY BEP Units. Neither BAM nor the Rights Agent will guarantee any minimum sale price for the fractional BPY BEP Units. Neither BAM nor the Rights Agent will pay any interest on the proceeds from the sale of fractional BPY BEP Units. The transfer agent of the BPY BEP Units acting on behalf of the applicable party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional BPY BEP Units and to determine when, how and at what price to sell such units, provided that neither the transfer agent nor the broker-dealers through which the aggregated fractional BPY BEP Units are sold shall be Affiliates of BAM.

Fractional Units. Class A Shareholders holding a number of Subject Class A Shares which would entitle such holders to receive less than one whole BPY BIP Unit pursuant to this Agreement shall receive cash in lieu of fractional units. Fractional BPY BIP Units shall not be distributed to Class A Shareholders or credited to book-entry accounts. With respect to any delivery of BPY BIP Units to a Class A Shareholder under this Agreement, BAM shall promptly instruct the transfer agent for the BPY BIP Units to, as soon as practicable, (a) determine the number of whole BPY BIP Units and fractional BPY BIP Units allocable to each holder of record or beneficial owner of Class A Shares entitled to receive BPY BIP Units at such time, (b) aggregate all such fractional units into whole BPY BIP Units and sell the whole BPY BIP Units obtained thereby in open market transactions, in each case, at then-prevailing trading prices on behalf of holders who would otherwise be entitled to fractional BPY BIP Units, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s 's ratable share of the net proceeds of such sale, based upon the average gross selling price per BPY BIP Unit after making appropriate deductions for any amount required to be withheld for tax purposes and any brokerage fees incurred in connection with these sales of fractional BPY BIP Units. Neither BAM nor the Rights Agent will guarantee any minimum sale price for the fractional BPY BIP Units. Neither BAM nor the Rights Agent will pay any interest on the proceeds from the sale of fractional BPY BIP Units. The transfer agent of the BPY BIP Units acting on behalf of the applicable party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional BPY BIP Units and to determine when, how and at what price to sell such units, provided that neither the transfer agent nor the broker-dealers through which the aggregated fractional BPY BIP Units are sold shall be Affiliates of BAM.

Fractional Units. Class A Shareholders holding a number of Subject Class A Shares which would entitle such holders to receive less than one whole BPY BEP Unit pursuant to this Agreement shall receive cash in lieu of fractional units. Fractional BPY BEP Units shall not be distributed to Class A Shareholders or credited to book-entry accounts. With respect to any delivery of BPY BEP Units to a Class A Shareholder under this Agreement, BAM shall promptly instruct the transfer agent for the BPY BEP Units to, as soon as practicable, (a) determine the number of whole BPY BEP Units and fractional BPY BEP Units allocable to each holder of record or beneficial owner of Class A Shares entitled to receive BPY BEP Units at such time, (b) aggregate all such fractional units into whole BPY BEP Units and sell the whole BPY BEP Units obtained thereby in open market transactions, in each case, at then-prevailing trading prices on behalf of holders who would otherwise be entitled to fractional BPY BEP Units, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per BPY BEP Unit after making appropriate deductions for any amount required to be withheld for tax purposes and any brokerage fees incurred in connection with these sales of fractional BPY BEP Units. Neither BAM nor the Rights Agent will guarantee any minimum sale price for the fractional BPY BEP Units. Neither BAM nor the Rights Agent will pay any interest on the proceeds from the sale of fractional BPY BEP Units. The transfer agent of the BPY BEP Units acting on behalf of the applicable party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional BPY BEP Units and to determine when, how and at what price to sell such units, provided that neither the transfer agent nor the broker-dealers through which the aggregated fractional BPY BEP Units are sold shall be Affiliates of BAM.