Common use of CONVERSION OF SPE MEMBERSHIP INTERESTS Clause in Contracts

CONVERSION OF SPE MEMBERSHIP 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 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, as a result of and upon consummation of the Merger or other Formation Transactions, a specified share of the sponsors’ value of the Xxxxxx Entities as a whole in the form of the right to receive cash, REIT Shares and/or OP Units as calculated in 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, the SPE or the holders of any interest in the SPE, except as set forth in Section 1.05(c), each SPE LLC Interest shall be converted automatically into the right to receive cash, OP Units and/or REIT Shares with an aggregate value equal to the Allocated Share of the Entity Value represented by such SPE LLC Interest (collectively referred to as the “Merger Consideration”) and each holder that receives OP Units in the Merger shall upon receipt of such OP Units, be admitted as a limited partner of the Operating Partnership in accordance with the DLLCA and the Operating Partnership Agreement. Subject to Section 1.07 and Section 2.02(c), the form of payment of the Merger Consideration for each SPE LLC Interest so converted shall be as follows: