Determination of Number of Preferred Partnership Units. For purposes of determining the number of Preferred Partnership Units to be delivered by the Acquiror at the Closing, each Preferred Partnership Unit shall be deemed to have a value equal to $11.00. The Contributor shall receive certificates at the Closing representing the number of Preferred Partnership Units. The certificates evidencing the Preferred Partnership Units will bear appropriate legends indicating (a) that the Preferred Partnership Units have not been registered under the Securities Act, and (b) that the Acquiror's Second Amended Partnership Agreement restricts the transfer of Preferred Partnership Units. The Preferred Partnership Units shall carry an income and distribution preference, shall be convertible into Common Partnership Units which are subject to redemption and conversion into REIT common shares, shall have a liquidation preference and such other characteristics all as more fully described in the Acquiror's Second Amended Partnership Agreement.
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Samples: Contribution Agreement (Innkeepers Usa Trust/Fl), Contribution Agreement (Innkeepers Usa Trust/Fl), Contribution Agreement (Innkeepers Usa Trust/Fl)