Conversion of Partnership Units Clause Samples
The Conversion of Partnership Units clause defines the process by which partnership units can be exchanged for another class of units or securities, often common shares or interests in the partnership. Typically, this clause outlines the conditions under which conversion is permitted, such as timeframes, notice requirements, and any conversion ratios or adjustments that may apply. Its core practical function is to provide flexibility for unit holders, allowing them to change their investment form and potentially access liquidity or voting rights, while also ensuring the partnership maintains control over the conversion process.
POPULAR SAMPLE Copied 1 times
Conversion of Partnership Units. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any further action on the part of Parent LP, the Operating Partnership, the Partners, or the partners of Parent LP, each Partnership Unit outstanding immediately prior to the Partnership Merger Effective Time (other than Partnership Units held by the Company or any Company Subsidiary) automatically shall be converted into the right to receive an amount in cash, payable to the holder thereof, without interest, equal to the amount of Merger Consideration that would be payable hereunder in respect of the number of Company Common Shares issuable upon exchange of each such Partnership Unit in accordance with the Operating Partnership Agreement as if the General Partner had elected to assume the Operating Partnership’s obligation to redeem a Partnership Unit as to which a redemption notice had been delivered in accordance with the Operating Partnership Agreement and to satisfy such obligation by delivery of Company Common Shares in exchange therefor in accordance with the Operating Partnership Agreement immediately prior to the Partnership Merger Effective Time (the “Partnership Merger Consideration”). At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any further action on the part of Parent LP, the Operating Partnership, the Partners, or the partners of Parent LP, each Partnership Unit outstanding immediately prior to the Partnership Merger Effective Time held by the Company or any Company Subsidiary automatically shall be converted into the right to receive an amount in cash, payable to the holder thereof, without interest, equal to the amount of Partnership Merger Consideration.
Conversion of Partnership Units. The manner of converting the outstanding units of limited partnership interest of PSP (the "Units") into cash and/or shares of Common Stock ($.10 par value) of PSI (the "PSI Shares") shall be as follows:
Conversion of Partnership Units. The Company shall use its reasonable commercial efforts to cooperate with the Continuing Stockholders with respect to any exercise of the Continuing Stockholders' conversion rights in G&L Operating Partnership, so as to facilitate their tax and estate planning concerns, provided that it does not result in additional expense to the Company.
Conversion of Partnership Units. The manner of converting the outstanding units of limited partnership interest of the Partnerships (the “Units”), other than Units held by PSA, into cash or common shares ($.10 par value) of beneficial interest of PSA (the “PSA Shares”) shall be as follows:
Conversion of Partnership Units. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of Merger Partnership or the Partnership, or the equityholders of Merger Partnership or the Partnership:
(i) Except as set forth in Section 2.1(b)(iii), each limited partnership unit of the Partnership (such units, collectively, the “Partnership Units”) issued and outstanding immediately prior to the Partnership Merger Effective Time (excluding any Partnership Units held by the Surviving Company or Parent Affiliate) shall thereupon be converted automatically into and shall thereafter represent the right to receive $21.00 in cash, without interest, and subject to deduction for any required withholding Tax (the “Per Partnership Unit Merger Consideration”). The Per Partnership Unit Merger Consideration may be subject to adjustment in accordance with Section 2.1(c) and the second and third sentences of Section 5.12. The aggregate amount of cash payable as the Per Partnership Unit Merger Consideration is hereinafter referred to as the “Partnership Merger Consideration” and, together with the Company Merger Consideration, the “Merger Consideration.” Except as set forth in Section 2.1(b)(iii), as of the Partnership Merger Effective Time, all Partnership Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter only represent the right to receive the Per Partnership Unit Merger Consideration to be issued or paid in accordance with Section 2.3.
(ii) All limited partnership units of Merger Partnership issued and outstanding immediately prior to the Partnership Merger Effective Time shall automatically be converted into a number of Partnership Units equal to the number of Partnership Units converted into the right to receive the Partnership Merger Consideration pursuant to Section 2.1(b)(i).
(iii) At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of the holder of any partnership interest in the Partnership, each Partnership Unit held by the Surviving Company and Parent Affiliate immediately prior to the Partnership Merger Effective Time and the general partner interest in the Partnership shall be unaffected by the Partnership Merger and shall remain outstanding as Partnership Units of the Surviving Partnership held by Parent and Parent Affiliate.
Conversion of Partnership Units. Each Partnership Unit issued and outstanding immediately prior to the LP Merger Effective Time (other than any Partnership Unit held by any Parent Entity (any such Partnership Unit, an “Excluded Partnership Unit”), which are addressed by Section 3.1(c)(iii) and other than the Partnership Restricted Units, which are addressed by Section 3.5) will be converted into and shall thereafter represent the right to receive the following consideration (the “LP Merger Consideration” and together with the GP Merger 1 Consideration and the GP Merger 2 Consideration the “Merger Consideration”):
Conversion of Partnership Units. At any time prior to the Partnership obtaining the approval of the Partnership Merger, Holder shall not be entitled to tender its Partnership Units for redemption in accordance with the First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”). Notwithstanding the foregoing, so long as voting agreements in substantially the form of this Agreement are in effect with respect to Partnership Units representing a majority of the Partnership Units of the Partnership, other than those held by the Company, both before and after any redemption, Holder may tender Partnership Units for redemption in accordance with the Partnership Agreement.