Common use of Reciprocal Changes Clause in Contracts

Reciprocal Changes. Except for the transactions expressly contemplated by Section 2.1 of the Transaction Agreement, from and after the First Closing Day, so long as any Exchangeable Units not owned by the General Partner or its Subsidiaries are Outstanding: (a) TopCo will not: (i) issue or distribute TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) to the holders of all or substantially all of the then outstanding TopCo Shares by way of stock dividend or other distribution, other than an issue of TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) to holders of TopCo Shares who exercise an option to receive dividends in TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) in lieu of receiving cash dividends; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding TopCo Shares entitling them to subscribe for or to purchase TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding TopCo Shares (A) shares or securities of the General Partner other than TopCo Shares (other than shares convertible into or exchangeable for or carrying rights to acquire TopCo Shares), (B) rights, options or warrants other than those referred to in Section 3.5(a)(ii) hereof, (C) evidences of indebtedness of the General Partner or (D) assets of the General Partner, unless, in each case, the equitably equivalent on a per Exchangeable Unit basis of such TopCo Shares, rights, options, securities, warrants, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Units; provided that, for greater certainty, the above restrictions shall not apply to dividends or distributions on TopCo Shares corresponding to a distribution that is made on each Exchangeable Unit in accordance with Section 5.3(a). (b) TopCo will not: (i) subdivide, redivide or change the then outstanding TopCo Shares into a greater number of TopCo Shares; or (ii) reduce, combine, consolidate or change the then outstanding TopCo Shares into a lesser number of TopCo Shares; or (iii) reclassify or otherwise change TopCo Shares or effect an amalgamation, arrangement, merger, reorganization or other transaction affecting TopCo Shares (other than an amalgamation, arrangement, merger, reorganization or other transaction affecting TopCo Shares where such TopCo Shares are used as consideration in an acquisition by the Partnership or any Subsidiary of the Partnership), unless, in each case, the same or an equitably equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Units. (c) The General Partner will ensure that the record date for any event referred to in Section 3.5(a) or 3.5(b) hereof or (if no record date is applicable for such event) the effective date for any such event, will be the same with respect to both the Exchangeable Units and the TopCo Shares, and that such record date or effective date is not less than five Business Days after the date on which such event is declared or announced by the General Partner (with contemporaneous notification thereof by the General Partner to the Partnership). (d) Upon due notice from the General Partner, the Partnership shall take such steps as may be necessary for the purposes of ensuring that appropriate distributions are paid or other distributions are made by the Partnership, or subdivisions, redivisions or changes are made to the Exchangeable Units, in order to implement the required equitable equivalence with respect to distributions on the TopCo Shares and Exchangeable Units as provided for in this Section 3.5. (e) The Partnership shall not effect any Subdivision or Combination of Exchangeable Units other than in accordance with this Section 3.5.

Reciprocal Changes. Except for the transactions expressly contemplated by Section 2.1 of the Transaction Agreement, from and after the First Closing Day, so So long as any Exchangeable Units not owned by the General Partner Holdings or its Subsidiaries are Outstandingoutstanding: (a) TopCo Holdings will not: (i) issue issue, dividend or otherwise distribute TopCo Holdings Shares (or securities exchangeable or exercisable for or convertible into or carrying rights to acquire TopCo Holdings Shares) to the holders of all or substantially all of the then outstanding TopCo Holdings Shares (as such) by way of stock dividend or other distribution, other than an issue of TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) to holders of TopCo Shares who exercise an option to receive dividends in TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) in lieu of receiving cash dividends; or (ii) issue issue, dividend or otherwise distribute rights, options or warrants to the holders of all or substantially all of the then outstanding TopCo Holdings Shares (as such) entitling them to subscribe for or to purchase TopCo Holdings Shares (or securities exchangeable or exercisable for or convertible into or carrying rights to acquire TopCo Holdings Shares); or (iii) issue issue, dividend or otherwise distribute to the holders of all or substantially all of the then outstanding TopCo Holdings Shares (as such) (A) shares or securities of the General Partner Holdings other than TopCo Holdings Shares (other than shares convertible into or exchangeable or exercisable for or carrying rights to acquire TopCo Holdings Shares), (B) rights, options or warrants other than those referred to in Section 3.5(a)(ii) hereof, (C) evidences of indebtedness of the General Partner Holdings or (D) assets of the General PartnerHoldings, unless, in each case, the equitably equivalent on a per Exchangeable Unit basis of such TopCo Holdings Shares, rights, options, securities, warrants, shares, evidences of indebtedness or other assets is issued or distributed substantially simultaneously to holders of the Exchangeable Units; provided thatprovided, that for greater certainty, the above restrictions shall not apply (A) to dividends or distributions on TopCo Holdings Shares corresponding to a where an equal distribution that is substantially simultaneously made on each Exchangeable Unit in accordance with Section 5.3(a)5.4(a) or (B) to any securities issued or distributed by Holdings in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Transaction Agreement. (b) TopCo Holdings will not: (i) subdivide, redivide or change the then outstanding TopCo Holdings Shares into a greater number of TopCo Holdings Shares; or (ii) reduce, combine, consolidate or change the then outstanding TopCo Holdings Shares into a lesser number of TopCo Holdings Shares; or (iii) reclassify or otherwise change TopCo Holdings Shares or effect an amalgamation, arrangement, merger, reorganization or other transaction affecting TopCo Holdings Shares (other than an amalgamation, arrangement, merger, reorganization or other transaction affecting TopCo Holdings Shares where such TopCo Holdings Shares are used as consideration in an acquisition by the Partnership or any Subsidiary of the Partnership), unless, in each case, the same or an equitably equivalent change shall substantially simultaneously be made to, or in the rights of the holders of, the Exchangeable Units. (c) The General Partner Holdings will ensure that the record date for any event referred to in Section 3.5(a) or 3.5(b) hereof or (if no record date is applicable for such event) the effective date for any such event, will be the same with respect to both the Exchangeable Units and the TopCo Holdings Shares, and that such record date or effective date is not less than five Business Days after the date on which such event is declared or announced by the General Partner Holdings (with contemporaneous notification thereof by the General Partner Holdings to the PartnershipPartnership and thereafter by the Partnership to the Limited Partners). (d) Upon due notice from The General Partner shall determine reasonably and in good faith, with the assistance of a reputable and qualified independent financial advisor selected by the General PartnerPartner and such other experts as the General Partner may require, equitable and economic equivalence for the Partnership purposes of any event referred to in Section 3.5(a) or 3.5(b) hereof and each such determination shall be conclusive and binding on Holdings. (e) The General Partner agrees to use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate distributions are paid or other distributions are made by the Partnership, or subdivisions, redivisions or changes are made to the Exchangeable Units, in order to implement the required equitable equivalence with respect to distributions on the TopCo Holdings Shares and Exchangeable Units as provided for in this Section 3.5. (ef) The Partnership shall not effect any Subdivision or Combination of Exchangeable Units other than in accordance with this Section 3.5.

Reciprocal Changes. Except for the transactions expressly contemplated by Section 2.1 of the Transaction Agreement, from and after the First Closing Day, so So long as any Exchangeable Units not owned by the General Partner Holdings or its Subsidiaries subsidiaries are Outstandingoutstanding: (a) TopCo Holdings will not: (i) issue or distribute TopCo Holdings Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Holdings Shares) to the holders of all or substantially all of the then outstanding TopCo Holdings Shares by way of stock dividend or other distribution, other than an issue of TopCo Holdings Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Holdings Shares) to holders of TopCo Holdings Shares who exercise an option to receive dividends in TopCo Holdings Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Holdings Shares) in lieu of receiving cash dividends; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding TopCo Holdings Shares entitling them to subscribe for or to purchase TopCo Holdings Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Holdings Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding TopCo Holdings Shares (A) shares or securities of the General Partner Holdings other than TopCo Holdings Shares (other than shares convertible into or exchangeable for or carrying rights to acquire TopCo Holdings Shares), (B) rights, options or warrants other than those referred to in Section 3.5(a)(ii) hereof, (C) evidences of indebtedness of the General Partner Holdings or (D) assets of the General PartnerHoldings, unless, in each case, the equitably equivalent on a per Exchangeable Unit basis of such TopCo Holdings Shares, rights, options, securities, warrants, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Units; provided that, for greater certainty, the above restrictions shall not apply (A) to dividends or distributions on TopCo Holdings Shares corresponding to a where an equal distribution that is made on each Exchangeable Unit in accordance with Section 5.3(a)5.4(a)(ii) or (B) to any securities issued or distributed by Holdings in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) TopCo Holdings will not: (i) subdivide, redivide or change the then outstanding TopCo Holdings Shares into a greater number of TopCo Holdings Shares; or (ii) reduce, combine, consolidate or change the then outstanding TopCo Holdings Shares into a lesser number of TopCo Holdings Shares; or (iii) reclassify or otherwise change TopCo Holdings Shares or effect an amalgamation, arrangement, merger, reorganization or other transaction affecting TopCo Holdings Shares (other than an amalgamation, arrangement, merger, reorganization or other transaction affecting TopCo Holdings Shares where such TopCo Holdings Shares are used as consideration in an acquisition by the Partnership or any Subsidiary subsidiary of the Partnership), unless, in each case, the same or an equitably equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Units. (c) The General Partner Holdings will ensure that the record date for any event referred to in Section 3.5(a) or 3.5(b) hereof or (if no record date is applicable for such event) the effective date for any such event, will be the same with respect to both the Exchangeable Units and the TopCo Holdings Shares, and that such record date or effective date is not less than five Business Days after the date on which such event is declared or announced by the General Partner Holdings (with contemporaneous notification thereof by the General Partner Holdings to the Partnership). (d) Upon The General Partner, with the prior approval of the Conflicts Committee, shall determine, in good faith with assistance of such reputable and qualified independent financial advisors and/or other experts as the General Partner of the Partnership may require, equitable equivalence for the purposes of any event referred to in Section 3.5(a) or 3.5(b) hereof and each such determination shall be conclusive and binding on Holdings. In making each such determination, the following factors shall, without excluding other factors determined by the General Partner of the Partnership to be relevant, be considered by the General Partner of the Partnership: (i) in the case of any stock dividend or other distribution payable in Holdings Shares, the number of such shares issued in proportion to the number of Holdings Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Holdings Shares (or securities exchangeable for or convertible into or carrying rights to acquire Holdings Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price of a Holdings Share; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Holdings other than Holdings Shares, any rights, options or warrants other than those referred to in Section 3.5(d)(ii) hereof, any evidences of indebtedness of Holdings or any assets of Holdings), the relationship between the fair market value (as determined by the General Partner of the Partnership in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Holdings Share and the Current Market Price of a Holdings Share; and (iv) in the case of any subdivision, redivision or change of the then outstanding Holdings Shares into a greater number of Holdings Shares or the reduction, combination, consolidation or change of the then outstanding Holdings Shares into a lesser number of Holdings Shares or any amalgamation, merger, reorganization or other transaction affecting Holdings Shares, the effect thereof upon the then outstanding Holdings Shares (other than an amalgamation, merger, reorganization or other transaction affecting Holdings Shares where such Holdings Shares are used as consideration in an acquisition by the Partnership or any subsidiary of the Partnership). (e) The Partnership agrees that, to the extent required, upon due notice from the General PartnerHoldings, the Partnership shall will use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate distributions are paid or other distributions are made by the Partnership, or subdivisions, redivisions or changes are made to the Exchangeable Units, in order to implement the required equitable equivalence with respect to distributions on the TopCo Holdings Shares and Exchangeable Units as provided for in this Section 3.5. (ef) The Partnership shall not effect any Subdivision or Combination of Exchangeable Units other than in accordance with this Section 3.5.

Reciprocal Changes. Except for the transactions expressly contemplated by Section 2.1 of the Transaction Agreement, from and after the First Closing Day, so long as any Exchangeable Units not owned by the General Partner or its Subsidiaries are Outstanding: (a) TopCo Each holder of an Exchangeable LP Unit acknowledges that the Support Agreement provides, in part, that BPY will not, except as provided in the Support Agreement, without the prior approval of the Partnership and the prior approval of the holders of the Exchangeable LP Units given in accordance with Section 10.2 hereof: (i) issue or distribute TopCo Shares BPY Units (or securities exchangeable for or convertible into or carrying rights to acquire TopCo SharesBPY Units) to the holders of all or substantially all of the then outstanding TopCo Shares BPY Units, by way of stock dividend distribution or other distribution, other than an issue of TopCo Shares BPY Units (or securities exchangeable for or convertible into or carrying rights to acquire TopCo SharesBPY Units) to holders of TopCo Shares who BPY Units who: (A) exercise an option to receive dividends distributions in TopCo Shares BPY Units (or securities exchangeable for or convertible into or carrying rights to acquire TopCo SharesBPY Units) in lieu of receiving cash dividendsdistributions; oror (B) pursuant to any distribution reinvestment plan or scrip distribution or similar arrangement; (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding TopCo Shares BPY Units entitling them to subscribe for or to purchase TopCo Shares BPY Units (or securities exchangeable for or convertible into or carrying rights to acquire TopCo SharesBPY Units); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding TopCo Shares BPY Units: (A) shares units or securities of the General Partner BPY of any class other than TopCo Shares BPY Units (other than shares or securities convertible into or exchangeable for or carrying rights to acquire TopCo Sharessuch securities), ; (B) rights, options or warrants other than those referred to in Section 3.5(a)(ii11.1(a)(ii) hereof, above; (C) evidences of indebtedness of the General Partner or BPY; or (D) assets of BPY, unless (x) the General Partner, unless, in each case, Partnership is permitted under applicable Law to issue or distribute the equitably economic equivalent on a per Exchangeable Unit unit basis of such TopCo Shares, rights, options, warrants, securities, warrants, sharesunits, evidences of indebtedness or other assets is issued to the holders of the Exchangeable LP Units and (y) the Partnership will issue or distributed distribute the economic equivalent of such rights, options, warrants, securities, units evidences of indebtedness or other assets simultaneously to holders of the Exchangeable LP Units; provided that, for greater certainty, the above restrictions shall will not apply to dividends any securities issued or distributions on TopCo Shares corresponding distributed by BPY in order to a distribution that is made on each Exchangeable Unit give effect to and to consummate the transactions contemplated by, and in accordance with Section 5.3(a)with, the Offer. (b) TopCo Each holder of an Exchangeable LP Unit acknowledges that the Support Agreement further provides, in part, that BPY will not, except as provided in the Support Agreement, without the prior approval of the Partnership and the prior approval of the holders of the Exchangeable LP Units given in accordance with Section 10.2 hereof: (i) subdivide, redivide or change the then outstanding TopCo Shares BPY Units into a greater number of TopCo Shares; orBPY Units; (ii) reduce, combine, consolidate or change the then outstanding TopCo Shares BPY Units into a lesser number of TopCo SharesBPY Units; or (iii) reclassify or otherwise change TopCo Shares the rights, privileges or other terms of the then outstanding BPY Units or effect an amalgamation, arrangement, a merger, reorganization or other transaction involving or affecting TopCo Shares the BPY Units, unless (other than an amalgamation, arrangement, merger, reorganization or other transaction affecting TopCo Shares where such TopCo Shares are used as consideration in an acquisition by x) the Partnership or any Subsidiary of the Partnership), unless, in each case, is permitted under applicable Law to make the same or an equitably economically equivalent change shall to, or in the rights of holders of, the Exchangeable LP Units, and (y) the same or an economically equivalent change is made simultaneously be made to, or in the rights of the holders of, the Exchangeable LP Units; provided that, for greater certainty, the above restrictions will not apply to any securities issued or distributed by BPY in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Offer. The Support Agreement further provides, in part, that the aforesaid provisions of the Support Agreement will not be changed without the approval of the holders of the Exchangeable LP Units given in accordance with Section 10.2 hereof. (c) The General Partner will ensure that Notwithstanding the record date for any foregoing provisions of this Article 11, in the event of a BPY Liquidity Transaction: (i) in which BPY merges with, or in which all or substantially all of the then outstanding BPY Units are acquired by, one or more other entities to which BPY is, immediately before such merger or acquisition, related within the meaning of the Tax Act (otherwise than virtue of a right referred to in Section 3.5(aparagraph 251(5)(b) or 3.5(b) hereof or (if no record date is applicable for such event) the effective date for any such event, will be the same with respect to both the Exchangeable Units and the TopCo Shares, and that such record date or effective date is not less than five Business Days after the date on which such event is declared or announced by the General Partner (with contemporaneous notification thereof by the General Partner to the Partnershipthereof).; (dii) Upon due notice from which does not result in an acceleration of the General Partner, the Partnership shall take such steps as may be necessary for the purposes of ensuring that appropriate distributions are paid or other distributions are made by the Partnership, or subdivisions, redivisions or changes are made to the Exchangeable Units, in order to implement the required equitable equivalence with respect to distributions on the TopCo Shares and Exchangeable Units as provided for in this Section 3.5. (e) The Partnership shall not effect any Subdivision or Combination of Exchangeable Units other than Redemption Date in accordance with this Section 3.5paragraph (b) of that definition; and (iii) in which all or substantially all of the then outstanding BPY Units are converted into or exchanged for units or rights to receive such units (the “Other Units”) of another entity (the “Other Entity”) that, immediately after such BPY Liquidity Transaction, owns or controls, directly or indirectly, BPY, then all references herein to “BPY” will thereafter be and be deemed to be references to “Other Entity” and all references herein to “BPY Units” will thereafter be and be deemed to be references to “Other Units” (with appropriate adjustments, if any, as are required to result in a holder of Exchangeable LP Units on the exchange, redemption or retraction of units pursuant to these Unit Provisions immediately subsequent to the BPY Liquidity Transaction being entitled to receive that number of Other Units equal to the number of Other Units such holder of Exchangeable LP Units would have received if the exchange, option or retraction of such units pursuant to these Unit Provisions had occurred immediately prior to BPY Liquidity Transaction and the BPY Liquidity Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the partnership capital of the issuer of the Other Units, including without limitation, any subdivision, consolidation or reduction of partnership capital, without any need to amend the terms and conditions of the Exchangeable LP Units and without any further action required.

Reciprocal Changes. Except for the transactions expressly contemplated by Section 2.1 of the Transaction Agreement, from and after the First Closing Day, so long as any Exchangeable Units not owned by the General Partner or its Subsidiaries are Outstanding: (a) TopCo will not: (i) issue or distribute TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) to the holders of all or substantially all of the then outstanding TopCo Shares by way of stock dividend or other distribution, other than an issue of TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) to holders of TopCo Shares who exercise an option to receive dividends in TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) in lieu of receiving cash dividends; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding TopCo Shares entitling them to subscribe for or to purchase TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding TopCo Shares (A) shares or securities of the General Partner other than TopCo Shares (other than shares convertible into or exchangeable for or carrying rights to acquire TopCo Shares), (B) rights, options or warrants other than those referred to in Section 3.5(a)(ii) hereof, (C) evidences of indebtedness of the General Partner or (D) assets of the General Partner, unless, in each case, the equitably equivalent on a per Exchangeable Unit basis of such TopCo Shares, rights, options, securities, warrants, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Units; provided that, for greater certainty, the above restrictions shall not apply to dividends or distributions on TopCo Shares corresponding to a distribution that is made on each Exchangeable Unit in accordance with Section 5.3(a). (b) TopCo will not: (i) subdivide, redivide or change the then outstanding TopCo Shares into a greater number of TopCo Shares; or (ii) reduce, combine, consolidate or change the then outstanding TopCo Shares into a lesser number of TopCo Shares; or (iii) reclassify or otherwise change TopCo Shares or effect an amalgamation, arrangement, merger, reorganization or other transaction affecting TopCo Shares (other than an amalgamation, arrangement, merger, reorganization or other transaction affecting TopCo Shares where such TopCo Shares are used as consideration in an acquisition by the Partnership or any Subsidiary of the Partnership), unless, in each case, the same or an equitably equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Units. (c) The General Partner will ensure that the record date for any event referred to in Section 3.5(a) or 3.5(b) hereof or (if no record date is applicable for such event) the effective date for any such event, will be the same with respect to both the Exchangeable Units and the TopCo Shares, and that such record date or effective date is not less than five Business Days after the date on which such event is ​ declared or announced by the General Partner (with contemporaneous notification thereof by the General Partner to the Partnership). (d) Upon due notice from the General Partner, the Partnership shall take such steps as may be necessary for the purposes of ensuring that appropriate distributions are paid or other distributions are made by the Partnership, or subdivisions, redivisions or changes are made to the Exchangeable Units, in order to implement the required equitable equivalence with respect to distributions on the TopCo Shares and Exchangeable Units as provided for in this Section 3.5. (e) The Partnership shall not effect any Subdivision or Combination of Exchangeable Units other than in accordance with this Section 3.5.