Units Issued. 2 B. The Lock-Up.....................................................................................2

Units Issued. The consideration for each Contributor's Interests shall be the number of Units and the amount of cash as set forth in the Acquisition Schedule, subject to the provisions of Section 3.4 below, and subject to any reallocation as between cash and Units by individual Contributors. The Units and cash are allocated among the Properties to derive a value for each Property, based upon a Unit value of $9.50, as shown in Schedule B (the "Allocated Property Value"). The number of such Units and the amount of cash are subject to adjustment at Closing due to prorations and post-closing adjustments as provided herein.

Units Issued. The consideration for each Owner's Interests shall be the number of Units as set forth in such Owner's Acquisition Schedule, subject to the provisions of Paragraph 4 below. The number of such Units is subject to adjustment at Closing due to principal payments on any mortgage loan, prorations and post-closing adjustments as provided in the Master Agreement (as defined below). For the first fiscal year (or other period over which distributions are paid) of Carolina ending after the date of Closing, partnership distributions, if any, attributable to such year (or other period) payable by Carolina to Owner pursuant to Section 5.1 of the Partnership Agreement (as defined at Paragraph 3.E(i) below) shall be prorated to take into account the period of time during such year (or other period) that the Owner or its successors in interest to the Units is a limited partner in Carolina. The Owner shall receive, contemporaneously with receipt by the other limited partners in Carolina of their respective distributions for such year (or other period), that portion of a full distribution otherwise attributable to its Units determined by multiplying the amount of such full distribution by a fraction the numerator of which is the number of days during such year (or other period) that the Owner is a limited partner in Carolina and the denominator of which is the number of days in such year (or other period). In the event that the Owner receives a full cash distribution for such period, it shall reimburse Carolina the prorated portion of such distribution within five (5) days of receipt.

Units Issued. The consideration for each Owner's Interests shall be the number of Units as set forth in such Owner's Supplemental Acquisition Schedule. The number of such Units is subject to adjustment at Closing due to principal payments on any mortgage loan, prorations and post-closing adjustments as provided in the Master Agreement (as defined below). For the first fiscal quarter of Xxxxxx-Xxxxx ending after the date of Closing, partnership distributions attributable to such quarter payable by Xxxxxx-Xxxxx to Owner pursuant to Section _____ of the Partnership Agreement (as defined at Paragraph 3.E(i) below) shall be prorated to take into account the period of time during such quarter that the Owner or its successors in interest to the Units is a limited partner in Xxxxxx-Xxxxx. The Owner shall receive, contemporaneously with receipt by the other limited partners in Xxxxxx- Xxxxx of their respective distributions for such quarter, that portion of a full quarterly distribution otherwise attributable to its Units determined by multiplying the amount of such full distribution by a fraction the numerator of which is the number of days during such quarter that the Owner is a limited partner in Xxxxxx-Xxxxx and the denominator of which is the number of days in such quarter. In the event that the Owner receives a full cash distribution for such period, it shall reimburse Xxxxxx-Xxxxx the prorated portion of such distribution within five (5) days of receipt.

Units Issued. The consideration for each Owner's Interests shall be (i) the number of Units as set forth in such Owner's Acquisition Schedule and (ii) a cash payment in the amount of $2,111,468, less the Withheld Cash (as hereinafter defined), subject in each case to the provisions of Paragraph 4 below. The number of such Units and amount of cash are subject to adjustment at Closing due to principal payments on any mortgage loan, prorations and post-closing adjustments as provided in the Master Agreement (as defined below). For the first fiscal year (or other period over which distributions are paid) of the Operating Partnership ending after the date of Closing, partnership distributions, if any, attributable to such year (or other period) payable by the Operating Partnership to Owner pursuant to Section 5.1 of the Partnership Agreement (as defined at Paragraph 3.E(i) below) shall be prorated to take into account the period of time during such year (or other period) that the Owner or its successors in interest to the Units is a limited partner in the Operating Partnership. The Owner shall receive, contemporaneously with receipt by the other limited partners in the Operating Partnership of their respective distributions for such year (or other period), that portion of a full distribution otherwise attributable to its Units determined by multiplying the amount of such full distribution by a fraction the numerator of which is the number of days during such year (or other period) that the Owner is a limited partner in the Operating Partnership and the denominator of which is the number of days in such year (or other period). In the event that the Owner receives a full cash distribution for such period, it shall reimburse the Operating Partnership the prorated portion of such distribution within five (5) days of receipt.

Units Issued. The consideration for each Contributor's Interests shall be the number of Units and the amount of cash as set forth in the Acquisition Schedule, subject to the provisions of Section 3.4 below. The Units and cash are allocated among the Properties to derive a value for each Property, based upon a Unit value of $9.50, as shown in Schedule B (the "Allocated Property Value"). The number of such Units and the amount of cash are subject to adjustment at Closing due to (i) prorations and post-closing adjustments as provided herein and (ii) in respect of the decisions of individual investors in the Constituent Partnerships to elect Units or cash.

Related to Units Issued

Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Stock Rights In the event of a Change in Control, all restricted Company stock and all options, stock appreciation rights, and/or other stock rights held by Executive with respect to Company stock that are exempt from Section 409A (“Stock Rights”) which are not fully vested (and exercisable, if applicable) shall become fully vested and exercisable as of a time established by the Board, which shall be no later than a time preceding the Change in Control which allows Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the Change in Control transaction. If the Change in Control transaction is structured so that stock participating therein at one time is or may be treated differently from stock participating therein at a different time (e.g., a tender offer followed by a squeeze-out merger), the Board shall interpret this Subsection (d) to provide for the required vesting acceleration in a manner designed to allow Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the earliest portion of the Change in Control transaction. If the consummation of a Change in Control transaction is uncertain (e.g., a tender offer in which the tender of a minimum number of shares is a condition to closing, or a voted merger or proxy contest in which a minimum number of votes is a condition to closing), the Board shall apply this Subsection (d) by using its best efforts to determine if and when the Change in Control transaction is likely to close, and proceeding accordingly. To the extent necessary to implement this Subsection d), each agreement reflecting a Stock Right, and each plan, if any, pursuant to which a Stock Right is issued, if any, shall be deemed amended.
No Rights to Purchase Preferred Stock The issuance and sale of the Shares as contemplated hereby will not cause any holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.
Stock Incentive Plans Nothing in this Agreement shall be construed or applied to preclude or restrain the General Partner from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of the General Partner, the Partnership or any of their Affiliates or from issuing REIT Shares, Capital Shares or New Securities pursuant to any such plans. The General Partner may implement such plans and any actions taken under such plans (such as the grant or exercise of options to acquire REIT Shares, or the issuance of restricted REIT Shares), whether taken with respect to or by an employee or other service provider of the General Partner, the Partnership or its Subsidiaries, in a manner determined by the General Partner, which may be set forth in plan implementation guidelines that the General Partner may establish or amend from time to time. The Partners acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the General Partner, amendments to this Agreement may become necessary or advisable and that any approval or Consent to any such amendments requested by the General Partner shall be deemed granted by the Limited Partners. The Partnership is expressly authorized to issue Partnership Units (i) in accordance with the terms of any such stock incentive plans, or (ii) in an amount equal to the number of REIT Shares, Capital Shares or New Securities issued pursuant to any such stock incentive plans, without any further act, approval or vote of any Partner or any other Persons.
Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.
Restricted Stock Shares of restricted stock granted to the Executive by the Company which have not become vested as of the date of termination of the Executive’s employment, as provided in Section 7(b), shall immediately become vested on a pro rata basis upon the Release becoming irrevocable. The number of such additional shares of restricted stock that shall become vested as of the date of the Executive’s termination of employment shall be that number of additional shares that would have become vested through the date of such termination of employment at the rate(s) determined under the vesting schedule applicable to such shares had such vesting schedule provided for the accrual of vesting on a daily basis (based on a 365-day year). The pro rata amount of shares vesting through the date of non-renewal shall be calculated by multiplying the number of unvested shares scheduled to vest in each respective vesting year by the ratio of the number of days from the date of grant through the date of non-renewal, and the number of days from the date of grant through the original vesting date of the respective vesting tranche. Any shares of restricted stock remaining unvested after such pro rata acceleration of vesting shall automatically be reacquired by the Company in accordance with the provisions of the applicable restricted stock agreement, and the Executive shall have no further rights in such unvested portion of the restricted stock. In addition, the Company shall waive any reacquisition or repayment rights for dividends paid on restricted stock prior to Executive’s termination of employment.
Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).
Stock Units As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind.
Performance Shares The Performance Shares earned by the Grantee will be determined and delivered to the Grantee as soon as practicable subsequent to the determination of the Corporation’s financial results for the Performance Cycle and approval by the Plan Administrator. The corresponding shares of the Corporation’s common stock will be purchased on the open market.
Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

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