Common use of The O Clause in Contracts

The O. P. UNITS. In addition to the Cash Purchase Price and the Warrants, provided Buyer has not terminated this Agreement as to the 4475 Property pursuant to Section 4(d), 5(e), 15(a), 15(b) or 16(a) or terminated this Agreement as to the other Properties pursuant to Section 13(a)(ii), the Purchase Price shall include O.P. Units issued at Closing by Windrose Medical Properties, L.P. to Corporate Partners. The number of O.P. Units to be issued to Corporate Partners shall be equal to the fraction whose numerator is $150,000 and whose denominator is equal to the price per share of Windrose common stock as offered to the public in the Windrose IPO. The Partnership Agreement of Windrose Medical Properties, L.P. will provide that in the event that the O.P. Units are tendered for redemption by the holder, (a) the cash redemption price per Unit will be based on the then current market trading price (over five day average of most current prices) of a single common share of Windrose; and (b) if common shares of Windrose are issued in exchange for the Units tendered, the number of shares issued will be exchanged for O.P. Units on a one for one basis. Sellers acknowledge that Windrose intends to apply to list the common stock as offered to the public in the Windrose IPO for trading on the New York Stock Exchange. However, the shares of common stock issuable upon redemption of the O.P. Units will not be registered under the Securities Act of 1933, as amended (the "1933 Act") and therefore may not be offered for sale, sold, transferred or otherwise disposed of except pursuant to an effective registration statement under the 1933 Act or pursuant to an exemption from registration under the 1933 Act, and any certificates representing the common stock issued upon redemption of O.P. Units will bear a legend to that effect. Corporate Partners has, on the date of this Amendment, executed and delivered to Buyer the Representation Letter attached hereto as Schedule 2. A. Each of Section 8(a)(i) and 8(b)(i) is deleted in its entirety and each is replaced with the following: (i) Buyer shall not have terminated this Agreement in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 13(a)(ii), Section 15(a) or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance with Section 5(h) or Section 13(a)(ii)) of this Agreement within the time periods described in such Sections as to the Properties to be sold. B. A new Section 11 (f) is hereby added as follows: