Common use of Notice of Other Sale Clause in Contracts

Notice of Other Sale. For any period during which the Company has instructed the Agent to sell Shares pursuant to an Issuance Notice until the issuance of such Shares or during the term of any Terms Agreement until the issuance of the Shares described thereunder, the Company will not, without the prior written consent of the Agent, unless the Company has given the Agent at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares; provided, however, that such restriction will not be required in connection with the Company’s (i) grant or issuance of equity based awards under the Company’s 2015 Equity Incentive Plan, (ii) issuance of Common Shares, OP Units and SP Units upon the exercise, redemption, or exchange of convertible or exchangeable securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iii) facilitation of conversions of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership, (iv) issuance of Common Shares pursuant to any Company dividend reinvestment plan or direct share purchase plan, and (v) issuance of Common Shares or securities convertible into or exchangeable for Common Shares, including OP Units, SP Units, DownREIT OP Units and DownREIT SP Units in connection with the acquisition of self-storage properties or companies that manage self-storage properties; provided that, with respect to clause (v) of this Section only, no single issuance of such securities shall exceed one percent (1%) of the Company’s outstanding Common Shares on a fully diluted basis (assuming a one-for-one exchange or conversion into Common Shares for each such Unit) as of the date of such issuance. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by the Agent. The provisions set forth in this paragraph shall be in addition to, and shall not limit, any lock-up agreement that may be set forth in any Terms Agreement.

Notice of Other Sale. For any period during which Without the Company has instructed the Agent to sell Shares pursuant to an Issuance Notice until the issuance of such Shares or during the term of any Terms Agreement until the issuance of the Shares described thereunder, the Company will not, without the prior written consent of the Agent, unless the Company has given the Agent at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed salewill not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the date the Company notifies the Agent of the withdrawal of such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer pursuant to which the Company (including through another person as agent or principal) offers to sell, sells, contracts to sell, grants any option to sell or otherwise disposes of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not be required in connection with the Company’s (i) grant issuance or issuance sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity based awards pursuant to any employee, consultant or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company’s 2015 Equity Incentive PlanCompany or its subsidiaries, whether now in effect on the date of this Agreement or hereafter implemented, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) modification of any outstanding options, warrants or any rights to purchase or acquire Common Shares, OP Units and SP Units upon the exercise, redemption, or exchange of convertible or exchangeable securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iii) facilitation of conversions of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership, (iv) issuance of Common Shares pursuant to any Company dividend reinvestment plan or direct share purchase plan, and (v) issuance of Common Shares or securities convertible into or exchangeable for Common SharesShares as consideration for mergers, including OP Unitsacquisitions, SP Unitsother business combinations, DownREIT OP Units and DownREIT SP Units in connection with collaboration agreements or strategic alliances occurring after the acquisition date of self-storage properties or companies this Agreement which are not issued primarily for capital raising purposes; provided, however, that manage self-storage properties; provided thatif any Issuance Notice is pending, with respect the Company will not issue Common Shares pursuant to clause (viv) of this Section only4(v) while such Issuance Notice is pending if, no single issuance following such issuance, the number of Common Shares issued or issuable in connection with all such securities shall issuances pursuant to clause (iv) would exceed one percent (1%) 5% of the Company’s outstanding aggregate number of the Common Shares on a fully diluted basis (assuming a one-for-one exchange or conversion into Common Shares for each such Unit) outstanding as of the date of such issuance. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by the Agent. The provisions set forth in this paragraph shall be in addition to, and shall not limit, any lock-up agreement that may be set forth in any Terms Agreement.

Notice of Other Sale. For any period during which Without the Company has instructed the Agent to sell Shares pursuant to an Issuance Notice until the issuance of such Shares or during the term of any Terms Agreement until the issuance written consent of the Shares described thereunderAgent, the Company will not, without the prior written consent of the Agent, unless the Company has given the Agent at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the date the Company notifies the Agent of the withdrawal of such Issuance Notice if no Shares have been sold pursuant to such Issuance Notice; (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares; or (iii) enter into any other “at the market” or continuous equity transaction pursuant to which the Company offers to sell, sells, contracts to sell, grants any option to sell or otherwise disposes of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not be required in connection with the Company’s (i) grant or issuance of equity based awards under the Company’s 2015 Equity Incentive Plan, (iia) issuance or sale of Common Shares, OP Units and SP Units options to purchase Common Shares or Common Shares issuable upon the exerciseexercise of options or other equity awards pursuant to any employee or director share option, redemptionincentive or benefit plan, share purchase or exchange of convertible ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or exchangeable securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iii) facilitation of conversions of OP Units into SP Units in accordance with the limited partnership agreement other compensation plan of the Operating PartnershipCompany or its subsidiaries, whether now in effect on the date of this Agreement or hereinafter implemented, (ivb) issuance or sale of Common Shares pursuant issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (c) modification of any Company dividend reinvestment plan outstanding options, warrants of any rights to purchase or direct share purchase plan, acquire Common Shares and (vd) issuance of Common Shares or securities convertible into or exchangeable for Common SharesShares as consideration for mergers, including OP Unitsacquisitions, SP Unitsother business combinations, DownREIT OP Units and DownREIT SP Units collaboration agreements or strategic alliances occurring after the date of this Agreement which are not issued primarily for capital raising purposes, provided that if any Issuance Notice is pending, the Company will not issue Common Shares pursuant to this clause (d) while such Issuance Notice is pending if, following such issuance, the aggregate number of Common Shares issued or issuable in connection with the acquisition of self-storage properties or companies that manage self-storage properties; provided that, with respect all such issuances pursuant to this clause (vd) of this Section only, no single issuance of such securities shall would exceed one percent (1%) 5% of the Company’s outstanding aggregate number of Common Shares on a fully diluted basis (assuming a one-for-one exchange or conversion into Common Shares for each such Unit) outstanding as of the date of such issuance. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by the Agent. The provisions set forth in this paragraph shall be in addition to, and shall not limit, any lock-up agreement that may be set forth in any Terms Agreement.

Notice of Other Sale. For any period during which Without the Company has instructed the Agent to sell Shares pursuant to an Issuance Notice until the issuance of such Shares or during the term of any Terms Agreement until the issuance written consent of the Shares described thereunderAgent, the Company will not, without the prior written consent of the Agent, unless the Company has given the Agent at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares; or (iii) enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not be required in connection with the Company’s (i) grant issuance or issuance sale of Common Shares, options to purchase Common Shares, Common Share-based awards, including restricted Common Shares, deferred Common Share units, restricted Common Share units, or Common Shares issuable upon the exercise of options or other equity based awards awards, including restricted Common Shares, deferred Common Share units, restricted Common Share units, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company’s 2015 Equity Incentive PlanCompany or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common SharesShares issuable upon exchange, OP Units and SP Units upon conversion or redemption of securities or the exerciseexercise or vesting of warrants, redemptionoptions or other equity awards outstanding at the date of this Agreement, or exchange of convertible or exchangeable securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iii) facilitation of conversions of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership, (iv) issuance of Common Shares pursuant to any Company dividend reinvestment plan or direct share purchase plan, and (v) issuance sale of Common Shares or securities convertible into or exchangeable for Common SharesShares as consideration for mergers, including OP Unitsacquisitions or other business combinations, SP Unitsjoint ventures, DownREIT OP Units and DownREIT SP Units in connection with the acquisition of self-storage properties collaborations, licensing arrangements, strategic alliances, or companies that manage self-storage properties; provided thatmanufacturing, with respect to clause (v) of this Section onlydistribution, no single issuance of such securities shall exceed one percent (1%) of the Company’s outstanding Common Shares on a fully diluted basis (assuming a one-for-one exchange marketing, OEM, supply, sponsored research, technology transfer or conversion into Common Shares for each such Unit) as of development, or third party service arrangements occurring after the date of this Agreement which are not used solely for capital raising purposes; provided, however, that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (iii) does not exceed 10% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance. Upon receipt issuance or sale, and (iv) modification of any written notice contemplated aboveoutstanding options, the Agent may suspend its activity under this Agreement for such period warrants of time as deemed appropriate by the Agent. The provisions set forth in this paragraph shall be in addition to, and shall not limit, any lock-up agreement that may be set forth in any Terms Agreementrights to purchase or acquire Common Shares.

Notice of Other Sale. For any period during which Without the Company has instructed the Agent to sell Shares pursuant to an Issuance Notice until the issuance of such Shares or during the term of any Terms Agreement until the issuance of the Shares described thereunder, the Company will not, without the prior written consent of the Agent, unless the Company has given the Agent at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed salewill not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of the third Trading Day immediately following: (A) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice, and (B) the date an Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not be required in connection with the Company’s (i) issuance, grant or issuance sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, settlement of restricted stock units or other equity based awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company’s 2015 Equity Incentive PlanCompany or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common SharesShares issuable upon exchange, OP Units and SP Units upon conversion or redemption of securities or the exerciseexercise or vesting of warrants, redemptionoptions or other equity awards outstanding as of the date hereof or subsequently disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, or exchange of convertible or exchangeable securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iii) facilitation of conversions of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership, (iv) issuance of Common Shares pursuant to any Company dividend reinvestment plan or direct share purchase plan, and (v) issuance sale of Common Shares or securities convertible into or exchangeable for Common SharesShares as consideration for mergers, including OP Unitsacquisitions, SP Unitsother business combinations, DownREIT OP Units and DownREIT SP Units in connection with the acquisition of self-storage properties joint ventures or companies that manage self-storage properties; provided that, with respect to clause (v) of this Section only, no single issuance of such securities shall exceed one percent (1%) of the Company’s outstanding Common Shares on a fully diluted basis (assuming a one-for-one exchange or conversion into Common Shares for each such Unit) as of strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or sold under this subsection (iii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale of issuance. Upon receipt , and (iv) modification of any written notice contemplated aboveoutstanding options, the Agent may suspend its activity under this Agreement for such period warrants of time as deemed appropriate by the Agent. The provisions set forth in this paragraph shall be in addition to, and shall not limit, any lock-up agreement that may be set forth in any Terms Agreementrights to purchase or acquire Common Shares.

Notice of Other Sale. For any period during which Without the Company has instructed the Agent to sell Shares pursuant to an Issuance Notice until the issuance of such Shares or during the term of any Terms Agreement until the issuance of the Shares described thereunder, the Company will not, without the prior written consent of the Agent, unless the Company has given the Agent at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed salewill not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling Period; provided, however, that such restriction will not be required apply in connection with the Company’s (i) grant issuance or issuance sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity based awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company’s 2015 Equity Incentive PlanCompany or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance of Common Shares, OP Units and SP Units upon the exercise, redemption, or exchange of convertible or exchangeable securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iii) facilitation of conversions of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership, (iv) issuance sale of Common Shares pursuant to any Company dividend reinvestment plan or direct share purchase planthat the Company may adopt from time to time, and (viii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares, including OP Units, SP Units, DownREIT OP Units and DownREIT SP Units Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the acquisition date of selfthis Agreement, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-storage properties public discussions or companies that manage self-storage properties; provided that, negotiations with respect to clause (v) of this Section only, no single issuance of such securities shall exceed one percent (1%) any of the Company’s outstanding Common Shares on a fully diluted basis (assuming a one-for-one exchange or conversion into Common Shares for each such Unit) as of the date of such issuance. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by the Agent. The provisions set forth in this paragraph shall be in addition to, and shall not limit, any lock-up agreement that may be set forth in any Terms Agreementforegoing.

Notice of Other Sale. For any period during which Without the Company has instructed the Agent to sell Shares pursuant to an Issuance Notice until the issuance of such Shares or during the term of any Terms Agreement until the issuance of the Shares described thereunder, the Company will not, without the prior written consent of the Agent, unless the Company has given the Agent at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale(A) will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, (iii) submit or file any registration statement under the Securities Act in respect of any Common Shares or securities convertible into or exchangeable for Common Shares (other than as contemplated by this Agreement with respect to the Shares), or (iv) publicly announce the intention to do any of the foregoing, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and (B) will not, directly or indirectly, enter into any other “at the market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares in connection with such “at the market” or continuous equity transactions prior to the termination of this Agreement; provided, however, that such restriction restrictions in clauses (A) and (B) above will not be required in connection with the Company’s (i) grant issuance or issuance sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity based awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company’s 2015 Equity Incentive PlanCompany or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common SharesShares issuable upon exchange, OP Units conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, and SP Units upon the exercise, redemption, or exchange of convertible or exchangeable securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iii) facilitation modification of conversions any outstanding options, warrants of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership, (iv) issuance of Common Shares pursuant any rights to any Company dividend reinvestment plan purchase or direct share purchase plan, and (v) issuance of Common Shares or securities convertible into or exchangeable for acquire Common Shares, including OP Units, SP Units, DownREIT OP Units and DownREIT SP Units in connection with the acquisition of self-storage properties or companies that manage self-storage properties; provided that, with respect to clause (v) of this Section only, no single issuance of such securities shall exceed one percent (1%) of the Company’s outstanding Common Shares on a fully diluted basis (assuming a one-for-one exchange or conversion into Common Shares for each such Unit) as of the date of such issuance. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by the Agent. The provisions set forth in this paragraph shall be in addition to, and shall not limit, any lock-up agreement that may be set forth in any Terms Agreement.

Notice of Other Sale. For any period during which the Company has instructed the any Agent to sell Shares as sales agent on behalf of the Company pursuant to an Issuance Instruction Notice or as forward seller on behalf of the relevant Forward Purchaser pursuant to a Forward Instruction Notice, as applicable, until the issuance of such Shares relevant Settlement Date or during the term of any Terms Agreement until the issuance of the Shares described thereunder, the Company will not, without the prior written consent of the relevant Agent, unless the Company has given the relevant Agent at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or Series A Preferred Shares or securities 40 convertible into or exchangeable for Common Shares or Series A Preferred Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares or Series A Preferred Shares; provided, however, that such restriction will not be required in connection with the Company’s (i) grant or issuance of equity based awards under the Company’s 2015 Equity Incentive Plan, (ii) issuance of Common Shares, Series A Preferred Shares, OP Units and SP Units upon the exercise, redemption, conversion or exchange of convertible or exchangeable securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iii) facilitation of conversions of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership, (iv) issuance of Common Shares pursuant to any Company dividend reinvestment plan or direct share purchase plan, and (v) issuance of Common Shares, Series A Preferred Shares or securities convertible into or exchangeable for Common Shares or Series A Preferred Shares, including including, as applicable, OP Units, SP Units, LTIP Units, DownREIT OP Units, DownREIT SP Units and DownREIT SP Series A-1 Preferred Units in connection with the acquisition of self-storage properties or companies that manage self-storage properties; provided that, with respect to clause (v) of this Section only, no single issuance of such securities shall exceed one two percent (12%) of the Company’s outstanding Common Shares on a fully diluted basis (assuming a one-for-one exchange or conversion into Common Shares for each such OP Unit, LTIP Unit and DownREIT OP Unit and assuming an exchange or conversion on an as-converted basis into Common Shares for each SP Unit and DownREIT SP Unit) as of the date of such issuance. Upon receipt of any written notice contemplated above, the relevant Agent and the relevant Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by the Agentsuch Agent or Forward Purchaser, as applicable. The provisions set forth in this paragraph shall be in addition to, and shall not limit, any lock-up agreement that may be set forth in any Terms Agreement.