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):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and
(ii) a number of MAMP Shares equal to 1.36314 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviv...
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. (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.
(b) All Bona Vida Common Stock, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Bona Vida Shareholder shall cease to have any rights with respect thereto.
(c) All Bona Vida warrant holders will be offered the option to purchase each warrant for CAD $0.75 per share prior to Closing. If warrants are not exercised prior to Closing, any outstanding warrants will be cancelled.
(d) All Bona Vida options will be accelerated and converted into Bona Vida common stock prior to Closing.
(e) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Company.
(f) The aggregate number of shares of BCC Common Stock to be issued as Merger Consideration in connection with the Merger is 468,085,106, subject to adjustment as provided in Section 2.6.
(g) For United States federal income tax purposes, (i) the Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code, and the Parties adopt this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the Treasury Regulations and (ii) at the Closing, and as part of an overall plan of exchange that includes the Merger and the Trupet Transaction and the Financing and that is intended by the Parties to be treated as an exchange for BCC Common Stock pursuant to Section 351 of the Code, all of the outstanding equity interests of Trupet will be exchanged for BCC Capital Stock pursuant to the Trupet SEA and BCC Common Stock will...
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. 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 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 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”), as follows:
(a) First, to Carlyle MPT Property Owner, L.L.C. a number of OP Units (the “MPT Redemption Amount”) equal to the sum of (i) (A) the difference, if positive, between (1) the greater of (I) $21,000,000 and (II) an amount equal to an internal rate of return (as defined in that certain Fourth Amended and Restated Limited Liability Company Agreement of Carlyle MPT Property Owner, L.L.C. (the “MPT LLC Agreement”), dated as of January 1, 2008, between Carlyle MPT Holdings, L.L.C. and WHSF Nevada, LLC (“WHSF”)) on $15,000,000 equal to thirteen and one-half percent (13.5%) and (2) the aggregate amount of all payments received by WHSF on account of WHSF’s capital contribution of $15,000,000 to Carlyle MPT Property Owner, L.L.C. pursuant to the MPT LLC Agreement on or prior to the IPO Closing (as defined in Section 2.2 below), plus (B) all other amounts (if any) due and payable to WHSF, pursuant to the MPT LLC Agreement, as of the IPO Closing; divided by (ii) the initial offering price per share of Common Stock in the Public Offering (net of any underwriting discount).
(b) Second, to each Contributor, as set forth in Exhibit D. 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 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) 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.
(b) Notwithstanding anything to the contrary herein or elsewhere, the Operating Partnership may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to the Contributor, in each case as required by the Internal Revenue Code of 1986, as amended (the “Code”) or other applicable law, and (i) such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Contributor, and (ii) for the sake of clarity, the Contributor shall have no claim against the Operating Partnership, or any of its affiliates with respect thereto, with respect to any amount so withheld and paid over. An amount required to be withheld by the Operating Partnership may be withheld in kind.
(c) On the Closing Date, the Partnership Agreement of FA Two Liberty Place, LLP, shall be the partnership agreement substantially in the form of Exhibit I attached hereto (the “FA Two Liberty Place, LLP Amended Partnership Agreement”). The FA Two Liberty Place, LLP Amended Partnership Agreement shall be executed by the Contributor (or its wholly-owned subsidiary) and the Operating Partnership (or its wholly-owned subsidiary) on the Closing Date and delivered in accordance with the provisions of Section 7.2.
