Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
Consideration and Exchange of Equity. The Operating Partnership shall, in exchange for the Partnership Interests, transfer to the Contributors the total number of OP Units set forth in Exhibit D (the “OP Unit Consideration”). The parties acknowledge that the transfer of OP Units to each Contributor shall be evidenced by either an amendment to the OP Agreement (“Amendment”) or by certificates relating to such OP Units (“OP Unit Certificates”), as determined by the Operating Partnership. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreements, the OP Agreement and/or the organizational documents of the Company in order to effect the transactions contemplated hereby.
Consideration and Exchange of Equity. The Operating Partnership shall, in exchange for the Partnership Interests, the Property Interests, the Contributed Assets, the Assumed Liabilities and the Assumed Agreements, transfer to the Nominees, the number of shares of Common Stock and/or OP Units as determined on, and allocated among such persons or entities as set forth in, Exhibit D (each such amount being such person’s or entity’s “Total Consideration”). The transfer of (i) Common Stock to any Nominee shall be evidenced by either certificates representing such shares (“Share Certificates”) or by book-entry of uncertificated shares recorded in the Company’s stock ledger, and (ii) OP Units to any Nominee shall be evidenced by either an amendment to the OP Agreement (“Amendment”) or by certificates relating to such OP Units (“OP Unit Certificates”), in the case of either clause (i) or (ii), as determined by the Operating Partnership. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreement, the OP Agreement and/or the organizational documents of the Company in order to effect the transactions contemplated hereby.
Consideration and Exchange of Equity. The Company shall, in exchange for the Column Interest, transfer to the Contributor the number of Common Shares as determined on Exhibit E (such number of Common Shares being the Contributor’s “Total Consideration”). The parties acknowledge and agree that the issuance of Common Shares to the Contributor shall be evidenced by, at the Company’s election, either certificates representing such shares (“Share Certificates”) or by book-entry of uncertificated shares recorded in the Company’s share ledger. Each party shall take such additional actions and execute such other documentation as may be required by the Operating Agreement or as reasonably requested by the other party in order to effect the transactions contemplated by this Agreement.
Consideration and Exchange of Equity. The Company shall, in exchange for the Remaining Company Interests, transfer to each Contributor the number of Common Shares as determined on, and allocated between each such Contributor as set forth in, Exhibit F (each such number of Common Shares being each Contributor’s “Total Consideration”). The parties acknowledge and agree that the issuance of Common Shares to the Contributors shall be evidenced by, at the Company’s election, either certificates representing such shares (“Share Certificates”) or by book-entry of uncertificated shares recorded in the Company’s share ledger. Each party shall take such additional actions and execute such other documentation as may be required by the relevant Operating Agreements or as reasonably requested by any other party in order to effect the transactions contemplated by this Agreement.
Consideration and Exchange of Equity. The Operating Partnership shall, in exchange for the Properties (or, if applicable, the Partnership Interests), the Contributed Assets, the Assumed Liabilities and the Assumed Agreements, transfer to the Contributor the number of OP Units as determined on, and allocated among such persons or entities as set forth in, Exhibit D (each such amount being such person’s or entity’s “Total Consideration”). The OP Units issued to the Contributor shall be evidenced by certificates relating to such OP Units (the “OP Unit Certificates”). The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreements, the OP Agreement and/or the organizational documents of the Company in order to effect the transactions contemplated hereby.
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any Bona Vida Shareholder or any of the Parties, the Bona Vida Common Stock held by each Bona Vida Shareholder that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted (subject to adjustment as set forth in Section 2.6) into an amount of BCC Common Stock equal to the Purchase Price, which shall be 468,085,106 shares of BCC Common Stock, subject to any adjustments as provided for herein (the “Merger Consideration”), which shall be distributed among the Bona Vida Shareholders in the amounts set forth in Schedule 2.5(a) hereto.
Consideration and Exchange of Equity. (a) The Operating Partnership shall, in exchange for the Company Interests, transfer to the Contributor the number of Common Shares as set forth in Exhibit D (each such amount being the Contributor’s “Total Consideration”). The parties acknowledge and agree that the issuance of Common Shares to the Contributor shall be evidenced by, at the Company’s election, either certificates representing such shares (“Share Certificates”) or by book-entry of uncertificated shares recorded in the Company’s share ledger. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Operating Agreements and/or the organizational documents of the Company in order to effect the transactions contemplated hereby. In addition, the parties shall take such other actions and execute such other documentation as may be required by each relevant Operating Agreement or as reasonably requested by the Company in order to effect the transactions contemplated by this Agreement. In addition, the parties shall take such other actions and execute such other documentation as may be required by each relevant Operating Agreement.
Consideration and Exchange of Equity. The Operating Partnership shall, in exchange for the Properties (or, if applicable, the Partnership Interests), the Contributed Assets, the Assumed Liabilities and the Assumed Agreements, transfer to the Contributor the number of OP Units which such OP Units shall, in addition to all the other rights of an OP Unit, be entitled to the Special Distribution, as determined on, and allocated among such persons or entities as set forth in, Exhibit D (each such amount being such person’s or entity’s “Total Consideration”). The OP Units issued to the Contributor shall be evidenced by certificates relating to such OP Units (the “OP Unit Certificates”). The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreements, the OP Agreement and/or the organizational documents of the Company in order to effect the transactions contemplated hereby.
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e), a number of OP Units equal to 1.0 for each 50.0% Company Interest.
