Consideration and Exchange of Partnership Units. Subject to Section 1.6, the Operating Partnership shall, in exchange for the Partnership Interests, the Property Interests (if any), the Contributed Assets, the Assumed Liabilities and the Assumed Agreements, transfer to each Contributor the number of Partnership Units having a value, based on one Partnership Unit being equal in value to the Public Offering price for one share of the Company's common stock, equal to the value of such Contributor's Total Consideration indicated on Exhibit A. The transfer of the Partnership Units to each Contributor shall be evidenced by either an amendment (the "Amendment") to the OP Agreement or by certificates relating to such Partnership Units (the "Certificates") in either case, as determined by the Operating Partnership, in such form as shall be reasonably acceptable to each such Contributor. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreements and the OP Agreement in order to effect the transactions contemplated hereby.
Appears in 3 contracts
Samples: Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc)
Consideration and Exchange of Partnership Units. Subject to Section 1.6, the Operating Partnership shall, in exchange for the Partnership Participating Interests, the Property Interests (if any), the Contributed Assets, the Assumed Liabilities and the Assumed Agreements, transfer to each Contributor the aggregate number of Partnership Units having a value, based on one Partnership Unit being equal in value to the Public Offering price for one share of the Company's ’s common stock, equal to the value of such Contributor's ’s Total Consideration for each Participating Interest indicated on Exhibit A. “B”. The transfer of the Partnership Units to each Contributor shall be evidenced by either an amendment (the "“Amendment"”) to the OP Agreement or by certificates relating to such Partnership Units (the "“Certificates"”) in either case, as determined by the Operating Partnership, in such form as shall be reasonably acceptable to each such Contributoraccordance with the OP Agreement. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Intermediary Owner Agreements and the OP Agreement in order to effect the transactions contemplated hereby.
Appears in 2 contracts
Samples: Contribution Agreement (Thomas Properties Group Inc), Contribution Agreement (Thomas Properties Group Inc)