LP Units. 3.3.1. The Total LP Unit Amount shall be paid by the UPREIT’s delivery of 505,620 Common Units in the UPREIT pursuant to the UPREIT Agreement, which is incorporated by reference herein (collectively, the “LP Units”). The Total LP Unit Amount and the allocation thereof are set forth in the LP Unit Schedule (as defined below). The LP Units issued to Contributor shall be redeemable for shares of common stock of the REIT (“Stock”) or cash (or a combination thereof) in accordance with the redemption procedures described in the UPREIT Agreement.
3.3.2. At Closing, all LP Units shall be issued, delivered and distributed to Contributor unless at or prior to Closing, Contributor directs the UPREIT to issue, deliver and distribute any or all of the LP Units to those LP Unit recipients set forth on Exhibit D attached hereto (together with Contributor, the “LP Unit Recipients”), in which event the UPREIT shall follow the Contributor’s direction with respect to the issuance, delivery and distribution of LP Units. Each LP Unit Recipient shall receive, with respect to the Property, as reflected on Exhibit D, that number of LP Units (subject to appropriate rounding to eliminate fractional LP Units) as shall be set forth on Exhibit D; provided, however, that in the event the Closing Statement sets forth and contains information with respect to the breakdown of the Total LP Unit Amount among LP Unit Recipients that differs from that reflected on Exhibit D, the Closing Statement shall be controlling in all such respects. The number of LP Units issued to each LP Unit Recipient with respect to the Property shall equal the product of (A) the Total LP Unit Amount, multiplied by (B) the “Ownership Percentage in Subject Property” (expressed as a fraction) of each LP Unit Recipient as reflected on Exhibit D. The number of LP Units issued to each LP Unit Recipient shall be allocated as Convertible Common Units on the same percentage basis described in the first sentence of Section 3.3.1 above.
3.3.3. For purposes of determining the number of LP Units to be delivered in satisfaction of payment of the Total LP Unit Amount, the Convertible Common Units shall have a per unit value of $2.25 (each, a “Unit Price”). The LP Unit Schedule shall reflect the Unit Price.
3.3.4. Contributor shall deliver to Acquiror, no later than ten (10) days prior to Closing, and shall cause its partners, shareholders, members or other equity interest holders, as the case may be (“Interest Holders”), and any ...
LP Units. Effective as of the Merger Effective Date, the Partnership is hereby authorized to issue LP Units.
LP Units. At the Closing, Transferor, or certain partners of Transferor designated by Transferor on Schedule VIII attached hereto as updated pursuant to Section 6.2(a) hereof, shall collectively receive a number of LP Units that shall be equal to (A) the difference between the Exchange Value attributable to Transferor and the Cash Payment pursuant to clause (i), divided by (B) the REIT Stock Price.
LP Units. The Partnership is hereby authorized to issue LP Units. All LP Units issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding immediately following the Effective Time and shall be governed by the terms of this Agreement.
LP Units. At the Closing, Transferor, or certain partners of Transferor designated by Transferor on Schedule VIII attached hereto as updated pursuant to Section 6.2(a) hereof, shall collectively receive a number of LP Units that shall be equal to (A) the difference between the Exchange Value attributable to Transferor and the amount of the Asset Transfer Cash Payment pursuant to clause (i), divided by (B) the REIT Stock Price; provided, however, if such calculation would result in the distribution to the Transferor, or certain partners of Transferor, of a fraction of an LP Unit, such fractional share shall be rounded to the nearest whole LP Unit. In the event Transferor distributes the Asset Transfer Cash Payment to certain partners of Transferor, Transferor shall distribute a number of LP Units to each of its partners equal to (A) the difference between the Exchange Value attributable to each partner's interest in Transferor and the amount of the Asset Transfer Cash Payment distributed to such partner, divided by (B) the REIT Stock Price.
LP Units. The 99.99% interest in the Partnership of the Limited Partners will be divided into and represented by LP Units.
LP Units. (a) The interests of the Limited Partners in the Fund will be divided into and represented by various classes of units, namely an unlimited number of Class A Units (the “Class A LP Units”), an unlimited number of Class B Units (the “Class B LP Units”) and an unlimited number of Class C Units (the “Class C LP Units”, and collectively, the “LP Units”), issued to the Limited Partners at a subscription price of $1.00 per LP Unit, each such LP Unit representing a proportionate share of the aggregate interests of the Limited Partners in the Fund. A partnership interest is movable property. A Partner has no interest in specific Fund property by way of his, her or its LP Units.
(b) Except as otherwise provided in this Agreement, no Class A LP Unit shall have any preference or right in any circumstances over any other Class A LP Unit. The holders of the Class A LP Units shall have the right to one vote for each Class A LP Unit held in respect of all matters to be decided by the Limited Partners. The Class A LP Units represents the right to participate in the distributions of the Fund as provided for herein.
(c) Except as otherwise provided in this Agreement, no Class B LP Unit shall have any preference or right in any circumstances over any other Class B LP Unit. The holders of the Class B LP Units shall have the right to one vote for each Class B LP Unit held in respect of all matters to be decided by the Limited Partners. The Class B LP Units represents the right to participate in the distributions of the Fund as provided for herein.
(d) Except as otherwise provided in this Agreement, no Class C LP Unit shall have any preference or right in any circumstances over any other Class C LP Unit. The holders of the Class C LP Units shall have the right to one vote for each Class C LP Unit held in respect of all matters to be decided by the Limited Partners. The Class C LP Units represents the right to participate in the distributions of the Fund as provided for herein.
(e) Except as otherwise provided by this Agreement, no Class A LP Unit, Class B LP Unit or Class C LP Unit shall have any preference or right in any circumstances over any other Class A LP Unit, Class B LP Unit or Class C LP Unit.
(f) The General Partner, in its capacity as a general partner of the Partnership, shall hold one Class B LP Unit as an initial contribution in the Fund. The General Partner shall have the right to receive distributions in respect of its interest only as expressly provided for in...
LP Units. (i) Except as otherwise described in this Section 1.2(b) and except as to restrictions on transferability set forth in Sections 3.25(a) and 3.25(c), the rights of a holder with respect to each LP Unit issued hereunder as to distributions from Buyer will (subject to the proviso which follows) be identical to the rights of holders of LP Units listed on the Exchange; provided, however, that distributions in respect of the calendar quarter in which the Closing Date occurs made to holders of any of the Purchase Price LP Units that are holders of record on the First Quarter-End Date shall equal on a per LP Unit basis the distributions made for such quarter in respect of each LP Unit listed on the Exchange multiplied by a fraction, the numerator of which is equal to the number of days between the Closing Date and the First Quarter-End Date and the denominator of which is equal to the number of days in the calendar quarter in which the Closing Date falls. Except as provided above in this Section 1.2(b), Buyer will treat the LP Units issued hereunder as possessing the same book capital accounts (on a per LP Unit basis) and as entitled to the same distributions (including distributions in complete liquidation of Buyer) as LP Units traded on the Exchange and will, to the extent permitted by applicable law, treat each LP Unit issued hereunder as fungible with LP Units listed on the Exchange following the sale of such LP Unit in a public market. Buyer may adopt such conventions as are necessary or desirable to obtain the foregoing results.
(ii) Each of the Selling Entities and the Principals waives any right to receive any quarterly distribution for LP Units in respect of the quarter ending on the First Quarter-End Date except as set forth in this Section 1.2(b).
LP Units. Any LP Units issued by Buyer to Seller hereunder, when issued by Buyer to Seller, will be valid and, subject to the qualifications set forth herein, fully paid and nonassessable limited partnership units in Buyer, as to which the limited partners of Buyer will have no liability in excess of their share of Buyer's assets and undistributed profits (subject to the obligations of limited partners under Buyer's agreement of limited partnership and Delaware law).
LP Units
