Common use of Conversion of Termination Liquidity Promote or Investment Liquidity Promote Clause in Contracts

Conversion of Termination Liquidity Promote or Investment Liquidity Promote. At such time as the Special Limited Partner is entitled to the Termination Liquidity Promote or Investment Liquidity Promote, the Special Limited Partner shall have the right, but not the obligation, to contribute the entire Special Limited Partner Interest to the Partnership in exchange for OP Units in a transaction intended to qualify as a contribution of property pursuant to Section 721 of the Code. The Special Limited Partner shall notify the General Partner of its intention to exchange its Special Limited Partner Interest as soon as reasonably practicable after learning of the event that will give rise to its right to receive the Termination Liquidity Promote or Investment Liquidity Promote. The number of OP Units issuable upon a conversion of the Special Limited Partner Interest pursuant to this Section 8.7(b) shall be equal to the quotient of (i) the Termination Liquidity Promote or Investment Liquidity Promote, as the case may be, divided by (ii) the product of (A) the Market Value per share of Common Stock, as applicable, multiplied by (B) the Exchange Factor. The Special Limited Partner covenants and agrees with the Partnership that the Special Limited Partner Interest shall be free and clear of all liens. The conversion of all or a portion of the Special Limited Partner Interest shall occur automatically after the close of business on the applicable date of conversion, as of which time the Special Limited Partner shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of OP Units issuable upon such conversion.

Appears in 3 contracts

Samples: Agreement (American Realty Capital Healthcare Trust III, Inc.), American Realty Capital Global Trust II, Inc., American Realty Capital - Retail Centers of America II, Inc.

AutoNDA by SimpleDocs

Conversion of Termination Liquidity Promote or Investment Liquidity Promote. At such time as the Special Limited Partner is entitled to the Termination Liquidity Promote or Investment Liquidity Promote, the Special Limited Partner shall have the right, but not the obligation, to contribute the entire Special Limited Partner Interest to the Partnership in exchange for OP Units in a transaction intended to qualify as a contribution of property pursuant to Section 721 of the Code. The Special Limited Partner shall notify the General Partner of its intention to exchange its Special Limited Partner Interest as soon as reasonably practicable after learning of the event that will give rise to its right to receive the Termination Liquidity Promote or Investment Liquidity Promote. The number of OP Units issuable upon a conversion of the Special Limited Partner Interest pursuant to this Section 8.7(b) shall be equal to the quotient of (i) the Termination Liquidity Promote or Investment Liquidity Promote, as the case may be, divided by (ii) the product of (A) the Market Value per share of Common Stock, as applicable, multiplied by (B) the Exchange Factor. The Special Limited Partner covenants and agrees with the Partnership that the Special Limited Partner Interest shall be free and clear of all liens. The conversion of all or a portion of the Special Limited Partner Interest shall occur automatically after the close of business on the applicable date of conversion, as of which time the Special Limited Partner shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of OP Units issuable upon such conversion.. BOOKS, RECORDS, ACCOUNTING AND REPORTS

Appears in 1 contract

Samples: American Realty Capital - Retail Centers of America, Inc.

AutoNDA by SimpleDocs

Conversion of Termination Liquidity Promote or Investment Liquidity Promote. At such time as the Special Limited Partner is entitled to the Termination Liquidity Promote or Investment Liquidity Promote, the Special Limited Partner shall have the right, but not the obligation, to contribute the entire Special Limited Partner Interest to the Partnership in exchange for OP Units in a transaction intended to qualify as a contribution of property pursuant to Section 721 of the Code. The Special Limited Partner shall notify the General Partner of its intention to exchange its Special Limited Partner Interest as soon as reasonably practicable after learning of the event that will give rise to its right to receive the Termination Liquidity Promote or Investment Liquidity Promote. The number of OP Units issuable upon a conversion of the Special Limited Partner Interest pursuant to this Section 8.7(b) shall be equal to the quotient of (i) the Termination Liquidity Promote or Investment Liquidity Promote, as the case may be, divided by (ii) the product of (A) the Market Value per share of Common Stock, as applicable, multiplied by (B) the Exchange Factor. The Special Limited Partner covenants and agrees with the Partnership that the Special Limited Partner Interest shall be free and clear of all liens. The conversion of all or a portion of the Special Limited Partner Interest shall occur automatically after the close of business on the applicable date of conversion, as of which time the Special Limited Partner shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of OP Units issuable upon such conversion.

Appears in 1 contract

Samples: Lightstone Real Estate Income Trust Inc.

Time is Money Join Law Insider Premium to draft better contracts faster.