Common use of Partnership Merger Clause in Contracts

Partnership Merger. (i) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and the MLLCA, immediately after the Contribution, at the Partnership Merger Effective Time, the Partnership shall be merged with and into Alpine OP Sub (the “Partnership Merger” and, together with the Company Merger, the “Mergers”). As a result of the Partnership Merger, the separate existence of the Partnership shall cease, and Alpine OP Sub shall continue as the surviving entity of the Partnership Merger (the “Partnership Surviving Entity”). The Partnership Merger will have the effects set forth under the DRULPA and the MLLCA and in this Agreement. (ii) The Parties shall cause the Partnership Merger to be consummated as soon as practicable after the Contribution (A) by filing a certificate of merger for the Partnership Merger (the “Partnership Merger Certificate”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DRULPA, (B) by filing articles of merger for the Partnership Merger (the “Partnership Articles of Merger”) with the SDAT, in such form as required by, and executed in accordance with the relevant provisions of, the MLLCA, and (C) by making any other filings, recordings or publications required under the DRULPA or the MLLCA in connection with the Partnership Merger. The Partnership Merger shall become effective upon the later of (i) the acceptance of the Partnership Merger Certificate by the Secretary of the State of the State of Delaware and (ii) the acceptance for record of the Partnership Articles of Merger by the SDAT, or on such other date and time as shall be agreed to by Parent and the Company and specified in the Partnership Merger Certificate and Partnership Articles of Merger (the date and time the Partnership Merger becomes effective being the “Partnership Merger Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Physicians Realty Trust), Merger Agreement (Healthpeak Properties, Inc.)

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Partnership Merger. (i) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and the MLLCADLLCA, immediately after the ContributionContribution and Issuance Effective Time, at the Partnership Merger Effective Time, the Partnership Extra Space OP Merger Sub shall be merged with and into Alpine OP Sub the Partnership (the “Partnership Merger” and, together with the Company Merger, the “Mergers”). As a result of the Partnership Merger, the separate existence of the Partnership Extra Space OP Merger Sub shall cease, and Alpine OP Sub the Partnership shall continue as the surviving entity of the Partnership Merger (the “Partnership Surviving Entity”)Merger. The Partnership Merger will have the effects set forth under the DRULPA and the MLLCA DLLCA and in this Agreement. (ii) The Parties shall cause the Partnership Merger to be consummated as soon as practicable after the Contribution and Issuance Effective Time (A) by filing a certificate of merger for the Partnership Merger (the “Partnership Merger Certificate” and, together with the Company Merger Certificates, the “Merger Certificates”) with the Secretary of State of the State of DelawareDSOS, in such form as required by, and executed in accordance with the relevant provisions of, the DRULPA, DRULPA and the DLLCA and (B) by filing articles of merger for the Partnership Merger (the “Partnership Articles of Merger”) with the SDAT, in such form as required by, and executed in accordance with the relevant provisions of, the MLLCA, and (C) by making any other filings, recordings or publications required under the DRULPA or the MLLCA DLLCA in connection with the Partnership Merger. The Partnership Merger shall become effective upon immediately following the later of (i) the acceptance of Contribution and Issuance Effective Time, with such date and time to be specified in the Partnership Merger Certificate by the Secretary of the State of the State of Delaware and (ii) the acceptance for record of the Partnership Articles of Merger by the SDATCertificate, or on such other date and time as shall be agreed to by Parent and the Company and specified in the Partnership Merger Certificate and Partnership Articles of Merger (the date and time the Partnership Merger becomes effective being the “Partnership Merger Effective Time”). (iii) The general partner of the Partnership immediately following the Partnership Merger Effective Time shall continue to be the Company OP GP.

Appears in 2 contracts

Samples: Merger Agreement (Extra Space Storage Inc.), Merger Agreement (Life Storage Lp)

Partnership Merger. (i) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and the MLLCA, immediately after the ContributionDLLCA, at the Partnership Merger Effective TimeTime (as defined below), the Partnership shall be merged with and into Alpine OP Merger Sub (the “Partnership Merger” and, together with the Company Merger, the “Mergers”). As a result of the Partnership Merger, the separate existence of the Partnership shall cease, and Alpine OP Merger Sub shall continue as the surviving entity of the Partnership Merger (the “Partnership Surviving Entity”)Merger. The Partnership Merger will have the effects set forth under the DRULPA and the MLLCA and in this AgreementDLLCA. (ii) The Parties shall cause the Partnership Merger to be consummated as soon as practicable after the Contribution by filing (A) by filing a certificate of merger for the Partnership Merger (the “Partnership Merger Certificate”) with the Secretary of State of the State of DelawareDSOS, in such form as required by, and executed in accordance with the relevant provisions of, the DRULPADRULPA and/or the DLLCA, and (B) by filing articles of merger for the Partnership Merger (the “Partnership Articles of Merger”) with the SDAT, in such form as required by, and executed in accordance with the relevant provisions of, the MLLCA, and (C) by making any other filings, recordings or publications required under the DRULPA or and/or the MLLCA DLLCA in connection with the Partnership Merger. The Partnership Merger shall become effective upon immediately following the later of (i) the acceptance of Company Merger Effective Time with such date and time specified in the Partnership Merger Certificate by the Secretary of the State of the State of Delaware and (ii) the acceptance for record of the Partnership Articles of Merger by the SDATCertificate, or on such other date and time as shall be agreed to by Parent and the Company and specified in the Partnership Merger Certificate and Partnership Articles of Merger (the date and time the Partnership Merger becomes effective being the “Partnership Merger Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (CatchMark Timber Trust, Inc.), Merger Agreement (Potlatchdeltic Corp)

Partnership Merger. (i) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Delaware Revised Uniform Limited Partnership Act (DLLCA, the “DRULPA”) UBOTA and the MLLCAUBOAPA, immediately after the ContributionContribution and Issuance Effective Time, at the Partnership Merger Effective Time, the Partnership Prologis OP Merger Sub shall be merged with and into Alpine OP Sub the Partnership (the “Partnership Merger” and, together with the Company Merger, the “Mergers”). As a result of the Partnership Merger, the separate existence of the Partnership Prologis OP Merger Sub shall cease, and Alpine OP Sub the Partnership shall continue as the surviving entity of the Partnership Merger (the “Partnership Surviving Entity”)Merger. The Partnership Merger will have the effects set forth under the DRULPA UBOTA, the UBOAPA and the MLLCA and in this AgreementDLLCA. (ii) The Parties shall cause the Partnership Merger to be consummated by filing as soon as practicable after the Contribution and Issuance Effective Time (A) by filing a certificate of merger for the Partnership Merger (the “Certificate of Partnership Merger CertificateMerger”) with the Secretary of State of the State of DelawareDSOS, in such form as required by, and executed in accordance with the relevant provisions of, the DRULPADLLCA, (B) by filing articles of merger for (together with the Certificate of Partnership Merger (Merger, the “Partnership Articles of MergerMerger Certificates”) with the SDATIndiana Secretary in accordance with the UBOTA and the UBOAPA, in such form as required by, and executed in accordance with the relevant provisions ofwith, the MLLCAapplicable provisions of the UBOTA and the UBOAPA, and (C) by making any other filings, recordings or publications required under the DRULPA or DLLCA, the MLLCA UBOTA and the UBOAPA in connection with the Partnership Merger. The Partnership Merger shall become effective upon immediately following the later of (i) the acceptance of Contribution and Issuance Effective Time, with such date and time specified in the Partnership Merger Certificate by the Secretary of the State of the State of Delaware and (ii) the acceptance for record of the Partnership Articles of Merger by the SDATCertificates, or on such other date and time as shall be agreed to by Parent and the Company and specified in the Partnership Merger Certificate and Partnership Articles of Merger Certificates (the date and time the Partnership Merger becomes effective being the “Partnership Merger Effective Time”). (iii) The general partner of the Partnership immediately following the Partnership Merger Effective Time shall be Prologis Merger Sub, as the Surviving Entity, with a business address at Xxxx 0, Xxx 0, Xxx Xxxxxxxxx, XX.

Appears in 1 contract

Samples: Merger Agreement (DUKE REALTY LTD PARTNERSHIP/)

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Partnership Merger. (i) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Delaware Revised Uniform Limited Partnership Act (DLLCA, the “DRULPA”) UBOTA and the MLLCAUBOAPA, immediately after the ContributionContribution and Issuance Effective Time, at the Partnership Merger Effective Time, the Partnership Prologis OP Merger Sub shall be merged with and into Alpine OP Sub the Partnership (the “Partnership Merger” and, together with the Company Merger, the “Mergers”). As a result of the Partnership Merger, the separate existence of the Partnership Prologis OP Merger Sub shall cease, and Alpine OP Sub the Partnership shall continue as the surviving entity of the Partnership Merger (the “Partnership Surviving Entity”)Merger. The Partnership Merger will have the effects set forth under the DRULPA UBOTA, the UBOAPA and the MLLCA and in this AgreementDLLCA. (ii) The Parties shall cause the Partnership Merger to be consummated by filing as soon as practicable after the Contribution and Issuance Effective Time (A) by filing a certificate of merger for the Partnership Merger (the “Certificate of Partnership Merger CertificateMerger”) with the Secretary of State of the State of DelawareDSOS, in such form as required by, and executed in accordance with the relevant provisions of, the DRULPADLLCA, (B) by filing articles of merger for (together with the Certificate of Partnership Merger (Merger, the “Partnership Articles of MergerMerger Certificates”) with the SDATIndiana Secretary in accordance with the UBOTA and the UBOAPA, in such form as required by, and executed in accordance with the relevant provisions ofwith, the MLLCAapplicable provisions of the UBOTA and the UBOAPA, and (C) by making any other filings, recordings or publications required under the DRULPA or DLLCA, the MLLCA UBOTA and the UBOAPA in connection with the Partnership Merger. The Partnership Merger shall become effective upon immediately following the later of (i) the acceptance of Contribution and Issuance Effective Time, with such date and time specified in the Partnership Merger Certificate by the Secretary of the State of the State of Delaware and (ii) the acceptance for record of the Partnership Articles of Merger by the SDATCertificates, or on such other date and time as shall be agreed to by Parent and the Company and specified in the Partnership Merger Certificate and Partnership Articles of Merger Certificates (the date and time the Partnership Merger becomes effective being the “Partnership Merger Effective Time”). (iii) The general partner of the Partnership immediately following the Partnership Merger Effective Time shall be Prologis Merger Sub, as the Surviving Entity, with a business address at Pxxx 0, Xxx 0, Xxx Xxxxxxxxx, XX.

Appears in 1 contract

Samples: Merger Agreement (Prologis, L.P.)

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