CONVERSION OF PARTNERSHIP INTERESTS Sample Clauses

CONVERSION OF PARTNERSHIP INTERESTS. As of the Effective Time, by virtue of the Mergers and without any action on the part of any party hereto, any of the Transitory Partnerships, any Company LLC, any holder of any LP Interest or any holder of any GP Interest: (a) Each LP Interest of each class of LP Interests in each of the Participating Merging Partnerships outstanding immediately prior to the Effective Time shall be converted into and shall become the right to receive cash (without interest thereon) in an amount equal to the Per Unit Consideration Amount to which such LP Interest is entitled under the respective limited partnership agreement of such Participating Merging Partnership upon surrender of the Certificate(s) representing such LP Interest for cancellation (or, in the case of an LP Interest in a Participating Merging Partnership which is a Merging Private Partnership, upon the delivery of the affidavit made in accordance with Section 3.5(d) hereof) to the Payment Agent. As of the Effective Time, each such LP Interest in each of the Participating Merging Partnerships shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of an LP Interest shall cease to have any rights with respect thereto, except the right to receive the Per Unit Consideration Amount and the Positive Excess Cash Balance (if any) in respect of such Participating Merging Partnership, in each case, without interest thereon, to which such LP Interest is entitled. (b) As of the Effective Time, each LP Interest in each Transitory Partnership issued and outstanding as of the Effective Time shall be converted into one fully issued and nonassessable LP Interest in the Surviving Partnership in each Merger between such Transitory Partnership and its corresponding Participating Merging Partnership. (c) Each GP Interest in each of the Participating Merging Partnerships outstanding immediately prior to the Effective Time shall be converted into and shall become one fully paid and nonassessable GP Interest in the Surviving Partnership in each Merger. As of the Effective Time, each GP Interest in each Transitory Partnership shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of such GP Interests shall cease to have any rights in respect thereto.

CONVERSION OF PARTNERSHIP INTERESTS. Under and subject to the terms and conditions of the respective Formation Transaction Documentation, as the result of an irrevocable election indicated on a Consent Form submitted by a Pre-Formation Participant or as a result of the failure of a Pre-Formation Participant to submit a Consent Form, each Pre-Formation Participant is irrevocably bound to accept and entitled to receive, either in the Contribution or as a result of and upon consummation of the Merger or other Formation Transactions, a specified share of the pre-IPO equity value of the Xxxxxxx Xxxxxx Entities in the form of the right to receive cash, REIT Shares or OP Units. The "Total Formation Transaction Value" means the aggregate dollar value of (i) the cash, (ii) the REIT Shares and (iii) the OP Units that are allocated to all Pre-Formation Participants in the Formation Transactions (for all purposes under this Section 1.05, any REIT Shares and OP Units shall be valued at the IPO Price), which shall not be less than $1.0 billion, shall be determined by the REIT acting in good faith based upon the pricing in the IPO and the number of REIT Shares sold in the IPO (excluding the over-allotment option, if any) and shall be specified by the REIT in the final IPO prospectus. The amount of cash included in the Total Formation Transaction Value shall not be less than 90% of the difference between the aggregate net proceeds from the IPO (excluding the over-allotment option, if any) and 100% of the payments for the preferred equity held by The Prudential Insurance Company of North America, Inc. in the DERA Funds.

CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership interests in Merger Sub shall be cancelled, (B) the Units held by the Purchaser (including, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.76% limited partnership interest in the Surviving Partnership; (C) the 15 Units held by CBM One shall be converted into a 1.24% limited partnership interest in the Surviving Partnership, and CBM One's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM One shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM One or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $134,130 per Unit (or a pro rata portion thereof) in cash, which amount shall be reduced by legal fees and expenses awarded by the court to the class action plaintiffs in the Xxxx Litigation and which shall further be reduced by any amount owed by the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and (E) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value (as defined below) of such Unit. The Appraised Value of each Unit held by an Opt-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value of the Partnership's hotels (the "Hotels") as of the date that the order of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (each, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal fir...

CONVERSION OF PARTNERSHIP INTERESTS. EXCHANGE OF CERTIFICATES 3 Section 2.1 Effect on Partnership Interests 3 Section 2.2 Exchange of Certificates 4 Section 2.3 Timing for Rollover Interests 7

CONVERSION OF PARTNERSHIP INTERESTS. (a) At the Second Effective Time, by virtue of the NGOP Merger and without any action on the part of NGOP, NGOP Merger Sub or the holders of the outstanding equity interests of NGOP or NGOP Merger Sub, each NGOP Common Unit issued and outstanding immediately prior to the Second Effective Time (other than those held by Newco, NGP, AGC, GEI or any of the Transferred Entities) shall be automatically converted into the right to receive one fully paid and nonassessable share of Newco Common Stock. (b) Each Series A Preferred Unit and Series B Preferred Unit issued and outstanding immediately prior to the Second Effective Time shall remain outstanding at and after the Second Effective Time and shall continue to evidence a preferred Equity Interest in the Surviving Partnership in accordance with the terms of the partnership agreement of the Surviving Partnership. (c) At the Second Effective Time, each Common Unit held by Newco, NGP, AGC, GEI or any of the Transferred Entities immediately prior to the Second Effective Time shall remain outstanding and shall continue to evidence a common Equity Interest in the Surviving Partnership in accordance with the terms of the Surviving Partnership Agreement.

CONVERSION OF PARTNERSHIP INTERESTS. 5 2.1 Conversion of Company Units and General Partnership Interest . . . . . . . . . . . . . . . . . . . . . 5 2.2

CONVERSION OF PARTNERSHIP INTERESTS. At the Effexxxxx Xxxx xach of the outstanding interests in the Merged Partnership (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below. "Conversion Price" means the Consideration less the principal amount at the Effective Time of the existing mortgage loans (collectively the "Existing Loan") covering the Merged Partnership's property in favor of IDS Life Insurance Company of New York (the "Existing Lender") less the amount specified by the General Partner as described in Section 3.11 and less the Reserve Amount multiplied by the percentage interest of the Interest in the Merged Partnership. "Reserve Amount" means the sum of: (a) an amount equal to the current liabilities of the Merged Partnership at the Effective Time (other than the principal amount of the Existing Loan) (the "Liabilities Reserve") and (b) $156,000. (the "Indemnity Reserve"); provided, however, that the Reserve Amount shall be reduced in proportion to the Interests of partners of the Merged Partnership ("Dissenting Partners") who have properly indicated their intention to seek payment of the fair value of their interests under Section 121-1102 of the New York Law. The Reserve Amount shall be held and disbursed by the Disbursing Agent (as defined in Section 3.3) as described in Sections 3.4 and 3.13. "Deferred Consideration Right" with respect to each Interest means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership which survive Closing (but only during the period of such survival) ("Indemnity Claims") multiplied by the percentage interest of the Interest in the Merged Partnership . As of the Effective Time, all Interests in the Merged Partnership shall cease to be outstanding and shall be canceled and each holder of an Interest shall, by virtue of the Merger, cease to have any rights with respect to the Merged Partnership or the Interests therein except the rights to receive the Conversion Price and the Deferred Consideration Rights with respect thereto, or the right, if any, to receive payment from the Surviving Pa...

CONVERSION OF PARTNERSHIP INTERESTS. Upon the Merger, and without any further action on the part of each Limited Partner, the Limited Partnership Interests and warrants to purchase Limited Partnership Interests beneficially owned by each of the Limited Partners whose names appear on Schedule A shall be converted into the right to receive Shares, cash or warrants to purchase Shares ("Warrants") in the form and content of Exhibit II attached hereto and by this reference incorporated herein, as the case may be, as more particularly shown on Schedule A. The general partnership interests in Capital held by the General Partner shall remain outstanding.

CONVERSION OF PARTNERSHIP INTERESTS. As provided in the Encinitas Plan of Merger: (a) at the Encinitas Effective Time, by virtue of the Encinitas Merger and without any action on the part of the holder of any share of Common Stock or partnership interest of Encinitas: (i) subject to Section 4.4(b), all of the Encinitas Limited Partner Interests outstanding immediately prior to the Encinitas Effective Time, other than Encinitas Limited Partner Interests that are to be canceled pursuant to Section 4.4(a)(ii), shall be converted into and represent the right to receive the Encinitas Merger Consideration, payable to the holder of such Encinitas Limited Partner Interests as provided in Section 4.5; (ii) any Encinitas Limited Partner Interests outstanding immediately prior to the Encinitas Effective Time that are held by Encinitas or any subsidiary thereof or by the Company (pursuant to the Encinitas Purchase or otherwise) shall be canceled, and no payment shall be made with respect thereto; (iii) all general partner interests in Encinitas outstanding immediately prior to the Encinitas Effective Time shall be canceled, and no payment shall be made with respect thereto; and (iv) each share of Common Stock outstanding immediately prior to the Encinitas Effective Time shall remain outstanding and continue unchanged as one share of Common Stock; and (b) no fractional shares of Common Stock shall be issued in the Encinitas Merger, and each holder of Encinitas Limited Partner Interests will be issued the whole number of shares of Common Stock nearest to the number of shares to which such holder would otherwise be entitled.

CONVERSION OF PARTNERSHIP INTERESTS. As provided in the La Rosa Xxxn of Merger: (a) at the La Rosa Xxxective Time, by virtue of the La Rosa Xxxger and without any action on the part of the holder of any share of Common Stock or partnership interest of La Rosa: (i) subject to Section 5.4(b), all of the La Rosa Xxxited Partner Interests outstanding immediately prior to the La Rosa Effective Time, other than La Rosa Xxxited Partner Interests that are to be canceled pursuant to Section 5.4(a)(ii), shall be converted into and represent the right to receive the La Rosa Xxxger Consideration, payable to the holder of such La Rosa Xxxited Partner Interests as provided in Section 5.5; (ii) any La Rosa Xxxited Partner Interests outstanding immediately prior to the La Rosa Xxxective Time that are held by La Rosa xx any subsidiary thereof or by the Company shall be canceled, and no payment shall be made with respect thereto; (iii) all general partner interests in La Rosa xxxstanding immediately prior to the La Rosa Xxxective Time shall be canceled, and no payment shall be made with respect thereto; and (iv) each share of Common Stock outstanding immediately prior to the La Rosa Xxxective Time shall remain outstanding and continue unchanged as one share of Common Stock; and (b) no fractional shares of Common Stock shall be issued in the La Rosa Xxxger, and each holder of La Rosa Xxxited Partner Interests will be issued the whole number of shares of Common Stock nearest to the number of shares to which such holder would otherwise be entitled.