CONVERSION OF RESI EQUITY INTERESTS. (a) Under and subject to the terms and conditions of the respective Formation Transaction Documentation, as the result of an irrevocable election indicated on an Election Form submitted by a Pre-Formation Participant or as a result of the failure of a Pre-Formation Participant to submit an Election Form, each Pre-Formation Participant is irrevocably bound to accept and entitled to receive, as a result of and upon consummation of the Merger or other Formation Transactions, the cash, REIT Shares or OP Units determined in accordance with Section 1.05(b). (b) At the Effective Time, by virtue of the Merger and without any action on the part of the Operating Partnership, RESI or the holders of any interest in RESI, except as set forth in Section 1.06, each RESI Equity Interest shall be converted automatically into the right to receive its Merger Consideration in either cash, OP Units or REIT Shares as set forth herein. Each holder of a RESI Equity Interest that receives OP Units in the Merger shall upon receipt of such OP Units and the delivery of an Election Form or a counterpart signature page to the Operating Partnership Agreement and such other documents and instruments as may be required in the sole discretion of the REIT to effect such holder’s admission as a limited partner of the Operating Partnership, be admitted as a limited partner of the Operating Partnership in accordance with the Minnesota Act and the Operating Partnership Agreement. Subject to Section 1.08 and Section 2.02(c), the amount of cash, number of OP Units or number of REIT Shares comprising the Merger Consideration for each RESI Equity Interest so converted shall be as follows:
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Samples: Merger Agreement (Silver Bay Realty Trust Corp.), Merger Agreement (Silver Bay Realty Trust Corp.), Merger Agreement (Silver Bay Realty Trust Corp.)
