Common use of Restrictions on Public Sale Clause in Contracts

Restrictions on Public Sale. (a) Notwithstanding any registration rights set forth in this Agreement, upon written notice by the Company to the Investors, the Investors shall, in the event (x) the Company is issuing equity securities with an aggregate fair market value of at least $50,000,000 to the public, or (y) any Qualifying Other Holder is proposing to sell Common Shares with an aggregate fair market value of at least $50,000,000, in each case in an underwritten offering, and, if requested in writing by the managing underwriter or underwriters for such underwritten offering, not effect (and sign a written commitment to the underwriter(s) (a “Lock-up Commitment”) to not effect) any public sale or distribution of Eligible Securities or any securities convertible into or exchangeable or exercisable for such Eligible Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and ending ninety (90) days after the closing of such underwritten offering, so long as the managing underwriter or underwriters obtains a written commitment of each Company trustee and executive officer and each Qualifying Other Holder to agree to the same restrictions; provided, however, that such restrictions shall not apply to any distributions-in-kind to an Investor’s partners or members. Any notice delivered to the Investors pursuant to this Section 6.1(a) (an “Underwritten Offering Notice”) shall be delivered not less than five (5) business days prior to the date of the underwriting agreement for such offering. The Company shall not deliver more than two (2) Underwritten Offering Notices pursuant to clause (x) of Section 6.1(a) in any twelve (12) consecutive month period.

Restrictions on Public Sale. (ad) Notwithstanding any registration rights set forth in this Agreement, upon written notice by the Company to the Investors, the Investors shall, in the event (x) the Company is issuing equity securities with an aggregate fair market value of at least $50,000,000 to the public, or (y) any Qualifying Other Holder is proposing to sell Common Shares with an aggregate fair market value of at least $50,000,000, in each case in an underwritten offering, and, if requested in writing by the managing underwriter or underwriters for such underwritten offering, not effect (and sign a written commitment to the underwriter(s) (a “Lock-up Commitment”) to not effect) any public sale or distribution of Eligible Securities or any securities convertible into or exchangeable or exercisable for such Eligible Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the seventh tenth (7th10th) business day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and ending after the earlier of (i) ninety (90) days after the closing of such underwritten offering and (ii) the date of the expiration of the lock-up imposed by the underwriter on the Company in respect of such offering, so long as the managing underwriter or underwriters obtains a written commitment of each Company trustee and executive officer and each Qualifying Other Holder to agree to the same restrictions; provided, however, that such restrictions shall not apply to any distributions-in-kind to an Investor’s partners or members. Any notice delivered to the Investors pursuant to this Section 6.1(a) (an “Underwritten Offering Notice”) shall be delivered not less than five (5) business days prior to the date of the underwriting agreement for such offering. The Company shall not deliver more than two (2) Underwritten Offering Notices pursuant to clause (x) of Section 6.1(a) in any twelve (12) consecutive month period.

Restrictions on Public Sale. (a) Notwithstanding any registration rights set forth in this Agreement, upon written notice by the Company to the Investors, the Investors shall, in the event (x) the Company is issuing equity securities with an aggregate fair market value of at least $50,000,000 to the public, or (y) any Qualifying Other Holder is proposing to sell Common REIT Class A Shares with an aggregate fair market value of at least $50,000,000, in each case in an underwritten offeringUnderwritten Offering, and, if requested in writing by the managing underwriter or underwriters for such underwritten offering, not effect (and sign a written commitment to the underwriter(s) (a “Lock-up Commitment”) to not effect) any public sale or distribution of Eligible Securities or any securities convertible into or exchangeable or exercisable for such Eligible Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and ending ninety provided that the Lock-up Commitment period shall not exceed the lesser of (90i) sixty (60) days after and (ii) the closing duration of such underwritten offeringsimilar restrictions agreed to by the Company with respect to the Company’s or its directors’ and executive officers’ activity in other Underwritten Offerings (whichever period is shorter), and in each case, so long as (i) the managing underwriter or underwriters obtains a written commitment of each Company trustee director and executive officer and each and, in connection with a registration under clause (y) above, the Qualifying Other Holder Holder, to agree to the same restrictionsrestrictions and (ii) the Investors are afforded piggyback and incidental registration rights, as applicable, with respect to such offerings of securities in accordance with, and subject to the restrictions set forth in, Section 2.2 and Section 3.1, respectively; provided, however, that such restrictions Lock-up Commitment shall not apply prohibit transfers or distributions (i) as bona fide gifts or gifts or dispositions by will or intestacy, (ii) to any distributions-trust for the direct or indirect benefit of the Investor or the immediate family of the Investor, (iii) in-kind to an Investor’s partners limited partners, members or membersstockholders of or other holders of equity interests in the Investor or the estate of any of the foregoing, (iv) to a corporation, partnership, limited liability company or other entity that controls or is controlled by, or is under common control with, the Investor, or is wholly owned by the Investor and/or members of the Investor’s immediate family, (v) to the Investor’s Affiliates or to any investment fund or other entity controlled or managed by the Investor or (vi) to a nominee or custodian or a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above, provided that any transferee in the case of clauses (i) through (v) agrees to be bound by the restrictions set forth in this Section 6.1(a), such transfers are not required to be reported with the SEC on Form 4 in accordance with Section 16 of the Exchange Act. Any notice delivered to the Investors pursuant to this Section 6.1(a) (an “Underwritten Offering Notice”) shall be delivered not less than five (5) business days Business Days prior to the date of the underwriting agreement for such offering. The Company shall not deliver more than two (2) Underwritten Offering Notices pursuant to clause (x) of this Section 6.1(a) in any twelve (12) consecutive month period.