Examples of OP Unit Consideration in a sentence
At the IPO Closing, each Contributor shall execute a Pledge Agreement (in the form of Exhibit G to the Agreement) pursuant to which such Contributor’s indemnity contained in this Article 3 shall be secured by a pledge of such Contributor’s OP Units equal to 10% of such Contributor’s OP Unit Consideration, and which pledge will be in full satisfaction of any indemnification obligations of such Contributor contained in this Article 3.
The number of OP Units constituting the OP Unit Consideration shall equal the Aggregate Value (as defined below) divided by $10.00.
California Residents: The OP Unit Consideration is not being offered to California residents.
Accordingly, residents of the State of California may not elect to receive the OP Unit Consideration.
The undersigned hereby elects to receive for all of the undersigned’s Limited Partnership Units, as described in this Election Form either (i) the Cash Consideration, (ii) the OP Unit Consideration or (iii) the arbitrated appraised value of the Limited Partnership Units, payable in cash, in each case upon the terms and conditions set forth in the Merger Agreement and the Aimco OP Partnership Agreement, as the case may be.
Transferee desires to acquire and assume the Contributed Property from the Contributor, and issue and deliver to the Contributor the OP Unit Consideration, on the terms and conditions hereinafter set forth.
If electing to receive the OP Unit Consideration above, the undersigned hereby consents to the terms of the Aimco OP Partnership Agreement and acknowledges that the rights, preferences and privileges of the OP Units to be received in the Merger will be governed by the Aimco OP Partnership Agreement.
The Closing OP Unit Consideration Estimate shall reflect the Contributors’ Representative’s good faith estimate (based on reasonable assumptions) of the Estimated Adjusted OP Unit Consideration, calculated consistent with each of (1) the applicable definitions set forth in this Agreement and (2) the Agreed Principles.
Any Cash Consideration and/or OP Unit Consideration to which the undersigned is entitled pursuant to the Merger Agreement shall be paid only after the receipt of consent from the undersigned that, for federal income tax purposes, the receipt of Cash Consideration and/or OP Unit Consideration shall be treated as described in this paragraph.
Sections 1.708-1(c)(3) and 1.708-1(c)(4), and (ii) any exchange of Limited Partnership Units for OP Unit Consideration shall be treated in accordance with Sections 721 and 731 of the Internal Revenue Code of 1986, as amended.