Common use of Merger Values Clause in Contracts

Merger Values. (a) At the Effective Time, by virtue of the mergers and without any action on the part of Pioneer USA or the other partners, each partnership interest outstanding immediately prior thereto shall be converted, except as otherwise set forth in this Section, into the right to receive an amount in cash allocated to the respective Partnership in accordance with the merger value assigned thereto pursuant to the procedures set forth in the Proxy Statement (as defined in Section 4.3) and the procedures set forth in such Partnership's partnership agreement for allocating liquidation distributions. The merger value assigned to each Partnership and the amount of cash offered with respect to each $1,000 investment by the limited partners in such Partnership pursuant to the mergers are set forth on Exhibit A hereto opposite the name of such Partnership. The merger values will not be adjusted as of the Closing Date. (b) All partnership interests, when converted into the right to receive cash, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such partnership interests shall cease to have any rights with respect thereto, except the right to receive the amount of cash to be delivered in consideration therefor. (c) The partnership interests, whether general or limited, in the participating partnerships held directly or indirectly by Pioneer USA shall be cancelled without any consideration being received therefor; provided, however, that as a result of the mergers, Pioneer USA will acquire 100% of the properties of the participating partnerships, including properties attributable to its partnership interests in those partnerships.