Conversion of Partnership OP Units. Each Partnership OP Unit that is issued and outstanding immediately prior to the Partnership Merger Effective Time (other than any Partnership OP Units owned by the Surviving Entity or to be canceled in accordance with Section 3.1(a)(iv)) shall be automatically converted into a number of new validly issued Parent OP Units (“New OP Units”) in a number equal to the Exchange Ratio (the “Partnership Merger Consideration”), and each holder of such Partnership OP Units shall be admitted as a limited partner of Parent OP following the Partnership Merger Effective Time in accordance with the terms of the Parent Partnership Agreement. No fractional New OP Units will be issued in the Partnership Merger. Any fractional New OP Unit that would otherwise be issued to any holder of Partnership OP Units shall be rounded up to the nearest whole number and the holders of Partnership OP Units shall not be entitled to any further consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prologis, L.P.), Agreement and Plan of Merger (DUKE REALTY LTD PARTNERSHIP/)
Conversion of Partnership OP Units. Each Partnership OP Unit that is issued and outstanding immediately prior to the Partnership Merger Effective Time (other than any Partnership OP Units owned by the Surviving Entity or to be canceled in accordance with Section 3.1(a)(iv)) shall be automatically converted into a number of new validly issued Parent OP Units (“New OP Units”) in a number an amount equal to the Exchange Ratio (the “Partnership Merger Common Consideration”), and each holder of such Partnership OP Units shall be admitted as a limited partner of Parent OP following the Partnership Merger Effective Time in accordance with the terms of the Parent Partnership Agreement. No fractional New OP Units will be issued in the Partnership Merger. Any fractional New OP Unit that would otherwise be issued to any holder of Partnership OP Units shall be rounded up to the nearest whole number and the holders of Partnership OP Units shall not be entitled to any further consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prologis, L.P.), Agreement and Plan of Merger (Liberty Property Limited Partnership)
Conversion of Partnership OP Units. Each Partnership OP Unit that is issued and outstanding immediately prior to the Partnership Merger Effective Time (other than including any Partnership OP Units owned held by the Surviving Entity or to be canceled in accordance with Section 3.1(a)(iv)Company) shall automatically be automatically converted into a number of new validly issued Parent OP Units (“New OP Units”) in a number an amount equal to the Exchange Ratio (the “Partnership Merger Consideration”)Ratio, and each holder of such Partnership New OP Units shall be admitted as a limited partner of Parent OP following the Partnership Merger Effective Time in accordance with the terms of the Parent Partnership Agreement. No fractional New OP Units will be issued in the Partnership Merger. Any fractional New OP Unit that would otherwise be issued to any holder of Partnership OP Units shall be rounded up down to the nearest whole number and the holders of Partnership OP Units shall not be entitled to any further consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Farmland Partners Inc.), Agreement and Plan of Merger (American Farmland Co)
