Equity Transaction

Equity Transaction. Any issuance or sale of shares of the capital stock of the Corporation or any Guarantor, other than an issuance or sale (a) to a Guarantor or to the Corporation or any of its Subsidiaries, (b) in connection with a conversion of debt securities to equity, (c) in connection with the Ventas Distribution Reinvestment and Stock Purchase Plan, the Ventas Directors Stock Purchase Plan or the Ventas Employee and Director Stock Purchase Plan, (d) to any present or former employee, officer or director of... the Corporation, or in connection with the exercise of options by a present or former employee, officer or director of such Person under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, (e) in connection with the issuance of limited partnership units in the Borrower (as defined in the Credit Agreement) under so-called UPREIT transactions, (f) in connection with the conversion of any such UPREIT units into any capital stock of the Corporation or any of its Subsidiaries determined on a consolidated basis in accordance with GAAP, or (g) of operating units (whether or not exchangeable or convertible into common stock) under any incentive plan or director stock plan of the Borrower or the Corporation or in connection with the conversion of any such operating units into common stock. View More