FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

Take-Over BidsIf, within 120 days after the date of a take-over bid, as defined in the Securities Act (Ontario), the takeoverbid is accepted by holders of not less than 90% of our outstanding units, other than our units held at the dateof the take-over bid by the offeror or any affiliate or associate of the offeror, and the offeror acquires the unitsdeposited or tendered under the take-over bid, the offeror will be entitled to acquire our units not deposited underthe take-over bid on the same terms as the units acquired under the take-over bid.Election to be Treated as a CorporationIf the BPY General Partner determines in its sole discretion that it is no longer in our company’s bestinterests to continue as a partnership for U.S. federal income tax purposes, the BPY General Partner may elect totreat our company as an association or as a publicly-traded partnership taxable as a corporation for U.S. federal(and applicable state) income tax purposes.Termination and DissolutionOur company will terminate upon the earlier to occur of: (i) the date on which all of our company’s assetshave been disposed of or otherwise realized by us and the proceeds of such disposals or realizations have beendistributed to partners; (ii) the service of notice by the BPY General Partner, with the special approval of amajority of its independent directors, that in its opinion the coming into force of any law, regulation or bindingauthority renders illegal or impracticable the continuation of our company; and (iii) at the election of the BPYGeneral Partner, if our company, as determined by the BPY General Partner, is required to register as an“investment company” under the U.S. Investment Company Act of 1940 or similar legislation in otherjurisdictions.Our partnership will be dissolved upon the withdrawal of the BPY General Partner as the general partnerof our partnership (unless a successor entity becomes the general partner as described in the following sentenceor the withdrawal is effected in compliance with the provisions of our limited partnership agreement that aredescribed below under “— Withdrawal of the BPY General Partner”) or the date on which any court ofcompetent jurisdiction enters a decree of judicial dissolution of our partnership or an order to wind-up orliquidate the BPY General Partner without the appointment of a successor in compliance with the provisions ofour limited partnership agreement that are described below under “— Withdrawal of the BPY General Partner”.Our partnership will be reconstituted and continue without dissolution if within 30 days of the date of dissolution(and provided a notice of dissolution has not been filed with the Bermuda Monetary Authority), a successorgeneral partner executes a transfer deed pursuant to which the new general partner assumes the rights andundertakes the obligations of the general partner, but only if our partnership receives an opinion of counsel thatthe admission of the new general partner will not result in the loss of limited liability of any limited partner.Liquidation and Distribution of ProceedsUpon our dissolution, unless our company is continued as a new limited partnership, the liquidatorauthorized to wind-up our company’s affairs will, acting with all of the powers of the BPY General Partner thatthe liquidator deems necessary or appropriate in its judgment, liquidate our company’s assets and apply theproceeds of the liquidation first, to discharge our company’s liabilities as provided in our limited partnershipagreement and by law and thereafter to the partners pro rata according to the percentages of their respectivepartnership interests as of a record date selected by the liquidator. The liquidator may defer liquidation of ourassets for a reasonable period of time or distribute assets to partners in kind if it determines that an immediatesale or distribution of all or some of our company’s assets would be impractical or would cause undue loss to thepartners.142