Conversion of Interests; Capitalization Sample Clauses

Conversion of Interests; Capitalization. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all partnership interests in Merger LP issued and outstanding immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) At and following the Effective Time, by virtue of the Merger and without any action on the part of the applicable holder thereof, each Class A Common Unit in Operating LP issued and outstanding immediately prior to the Effective Time, as set forth on Schedule A attached hereto, shall be converted into and shall become (i) 0.35 Class A-1 Common Units (as defined in the Limited Partnership Agreement and hereafter “Class A-1 Common Units”) in the Surviving Partnership and (ii) 0.65 Class A Common Units (as defined in the Limited Partnership Agreement and hereafter “Class A Common Units”); provided, that, to the extent that such conversion results in any holder owning an aggregate number of units consisting of a whole number of units plus a fractional unit, such fractional unit shall be rounded to the nearest whole unit and that a 0.5 Class A-1 Common Unit shall be rounded down to the nearest whole unit and that a 0.5 Class A Common Unit shall be rounded up to the nearest whole unit. (c) At and following the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, (i) each Class B Common Unit in Operating LP issued and outstanding immediately prior to the Effective Time, as set forth on Schedule C attached hereto, shall remain outstanding pursuant to the terms of the Limited Partnership Agreement, (ii) each Class C Non-Equity Interest in Operating LP issued and outstanding immediately prior to the Effective Time, as set forth on Schedule C attached hereto, shall remain outstanding pursuant to the terms of the Limited Partnership Agreement, (iii) each Class D Common Unit in Operating LP issued and outstanding immediately prior to the Effective Time, as set forth on Schedule C attached hereto, shall be converted into and shall become (A) one (1) Conversion Class D Common Unit (as defined in the Limited Partnership Agreement), as set forth on Schedule D attached hereto, and (B) one (1) Conversion Class E-2 Common Unit (as defined in the Limited Partnership Agreement), as set forth on Schedule D attached hereto, (iv) each Class P Common Unit in Operating LP issued and outstanding immediately prior...