Effect on Partnership Interests. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of any of the Parties or the holder of any securities of the Parties:
Effect on Partnership Interests. As of the Effective Time, automatically by virtue of the Partnership Merger and without any action on the part of any holder of Units in FWOP or any party hereto:
(a) The general partnership interest in FWOP shall be converted into the general partnership interest in MergerLP, entitling the holder thereof to the same economic interest in MergerLP as it held in FWOP prior to the Effective Time.
(b) The limited partnership interests in FWOP held by Exiting Partners (as defined herein) immediately prior to the Effective Time shall be converted into the right to receive: (i) for each common unit of limited partnership interest in FWOP (each, a "Common Unit"), an amount equal to the Common Stock Consideration payable to the holder thereof in cash, without any interest thereon (the "Common Unit Cash Consideration") and (ii) for each Series B Preferred Unit in FWOP (each, a "Series B Preferred Unit", and together with the Common Units, the "Units"), an amount equal to the Preferred Stock Consideration (the "Series B Preferred Unit Cash Consideration", and together with the Common Unit Cash Consideration and the Series A Preferred Unit Cash Consideration, the "Exiting Partner Cash Consideration"), which Exiting Partner Cash Consideration shall be payable to the holder thereof in cash, without any interest thereon. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive the applicable amount of cash specified above.
(c) The limited partnership interests in FWOP held by Continuing Partners (as defined herein) immediately prior to the Effective Time shall be converted automatically into: (i) for each Common Unit, one MergerLP Preferred Unit with an initial capital account in MergerLP equal to the Common Unit Cash Consideration, and (ii) for each Series B Preferred Unit, 1.282051282051 MergerLP Preferred Units with an initial capital account in MergerLP equal to the Series B Preferred Unit Cash Consideration. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive that number of MergerLP Preferred Units specified above (the MergerLP Preferred Units issuable in respect of any given Unit pursuant to this Section 3.1(c) are referred to herein as, the "Continuing Partner Consideration" and together with the Exiting Partner Consideration, the "Partnership Merger Cons...
Effect on Partnership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of the Partnership, Merger Sub or the holders of any securities of the Partnership or Merger Sub:
Effect on Partnership Interests. As of the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of any holder of any Partnership LTIP Units, Partnership OP Units or shares in Parent, the following shall occur:
Effect on Partnership Interests. The effect of the Partnership Merger on the partnership interests of Cornerstone Partnership shall be as provided in the Certificate of Merger and in Section 1.10 hereof. The Partnership Merger shall not change the partnership interests of EOP Partnership outstanding immediately prior to the Merger.
Effect on Partnership Interests. 5 1.10 EXCHANGE RATIOS .................................................... 5 1.11
Effect on Partnership Interests. As of the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of any holder of any Partnership OP Units, Partnership Preferred Units or any membership interests in Prologis OP Merger Sub, the following shall occur:
Effect on Partnership Interests. At the Closing, and pursuant to the terms of the New Partnership Agreement:
(a) Each Partner shall receive, through the amendment and restatement of the Existing Partnership Agreement into the New Partnership Agreement effected at the Closing, the number of Class A Units (the “New Partnership Units”) set forth with respect to such Partner on Exhibit C, and the Partnership shall issue such New Partnership Units under and pursuant to the New Partnership Agreement.
(b) Each Prior Partnership Interest will no longer be outstanding and will be canceled and retired and will cease to exist.
Effect on Partnership Interests. In connection with the Merger and related transactions, Holdco and Republic have previously delivered to each Holdco Partner the Information Statement, including the Election Form, pursuant to which, among other things, in connection with the Merger and subject to certain conditions and eligibility requirements set forth in the Information Statement, Holdco and Republic offered each Holdco Partner the option to receive as consideration in the Merger either (i) cash, (ii) REIT Shares, or (iii) a combination of the two, in exchange for each such Holdco Partner’s Partnership Interests. At the Effective Time, by virtue of the Merger and the duly executed Election Form submitted by each Holdco Partner as of the date hereof, and without any further action on the part of any such Holdco Partner (with certain terms defined in Exhibit B hereto):
(a) Each Holdco Partner shall be entitled to receive an amount of cash equal to (i) the product of (A) the Holdco Partner’s Share of the Aggregate Exchange Amount multiplied by (B) such Holdco Partner’s Cash Percentage multiplied by (C) 91.5% minus (ii) the product of (A) such Holdco Partner’s Cash Percentage multiplied by (B) such Holdco Partner’s percentage of Total Capital Commitments (as defined in the Holdco limited partnership agreement) in Xxxxx multiplied by (C) the Xxxxx Debt multiplied by (D) 8.5%.
(b) Each Holdco Partner shall be entitled to receive a number of REIT Shares equal to (i) the product of (A) the Holdco Partner’s Share of the Aggregate Exchange Amount multiplied by (B) such Holdco Partner’s REIT Share Percentage divided by (ii) the initial public offering price of a share of Republic.
Effect on Partnership Interests. The effect of the Partnership Merger on the partnership interests of Xxxxxxxx Partnership shall be as provided in the Certificate of Merger. The Partnership Merger shall not change the partnership interests of Xxxx-Xxxx Partnership outstanding immediately prior to the Merger.
