Distribution and Contribution of Ashford Prime Common Units Sample Clauses

Distribution and Contribution of Ashford Prime Common Units. On the Distribution Date, the following events will occur: Ashford Trust OP agrees to distribute such number, as determined by the formula set forth on Schedule 2.2(b) Part 1, of the Ashford Prime Common Units it received pursuant to Section 2.2(a) to the Ashford Trust OP limited partners, in accordance with the provisions of the limited partnership agreement of Ashford Trust OP. Ashford Prime agrees to cause Ashford OP Limited Partner LLC to distribute to Ashford Trust all of the Ashford Prime Common Units it receives, determined in accordance with the formula set forth in Schedule 2.2(b) Part 2. Ashford Trust agrees to contribute to Ashford Prime 100% of the Ashford Prime Common Units it receives in such distribution, plus $139,293,520.87, which represents proceeds from the June 2013 equity offering by Ashford Trust (including the exercise of the underwriters’ option to purchase additional shares), net of (i) underwriting discounts and (ii) the payment of a common stock dividend on the newly issued Ashford Trust shares, plus interim interest on such proceeds (plus any additional amounts earned on such amount by Ashford Trust between the date hereof and the Distribution Date). In exchange for the Ashford Prime Common Units and cash, Ashford Prime will issue 16,133,112 shares of Ashford Prime Common Stock to Ashford Trust. Ashford Prime further agrees to contribute the Ashford Prime Common Units and cash (and any other cash Ashford Prime has) to its wholly-owed subsidiary Ashford Prime OP Limited Partner LLC, which will, as directed by Ashford Prime, contribute the cash to Ashford Prime OP in exchange for Ashford Prime Common Units in an amount equal to 16,133,112 less the number of Ashford Prime Common Units set forth above contributed to Ashford Prime OP Limited Partner. Ashford Prime will redeem the original 100 shares of Ashford Prime Common Stock from Ashford Trust in exchange for a payment of $1,000 to Ashford Trust.
Sample 1
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Distribution and Contribution of Ashford Prime Common Units. Ashford Trust OP agrees to distribute [ ] of the Ashford Prime Common Units it received pursuant to Section 2.2(a) to the Ashford Trust OP limited partners, in accordance with the provisions of the limited partnership agreement of Ashford Trust OP. Ashford OP Limited Partner LLC agrees to distribute all of the Ashford Prime Common Units it receives to Ashford Trust. Ashford Trust agrees to contribute to Ashford Prime 100% of the Ashford Prime Common Units it receives in such distribution plus $[ ], which represents $[ ] million of proceeds from the June 2013 equity offering by Ashford Trust (including the exercise of the underwriters’ option to purchase additional shares), net of (i) underwriting discounts and (ii) the payment of a common stock dividend on the newly issued Ashford Trust shares and (iii) $1,000, plus $[ ] of interim interest on such proceeds. In exchange for the Ashford Prime Common Units and cash, Ashford Prime will issue 16,133,577 shares of Ashford Prime Common Stock to Ashford Trust. Ashford Prime further agrees to contribute the Ashford Prime Common Units and cash to its wholly-owed subsidiary Ashford Prime OP Limited Partner LLC, which will, as directed by Ashford Prime, contribute the cash to Ashford Prime OP in exchange for [ ] Ashford Prime Common Units.
Sample 1

Related to Distribution and Contribution of Ashford Prime Common Units

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