The Partnership Merger Sample Clauses

The Partnership Merger. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any further action on the part of REIT II Operating Partnership or REIT I Operating Partnership or the holders of any securities of REIT II Operating Partnership or REIT I Operating Partnership: (i) Each REIT II OP Unit outstanding as of immediately prior to the Partnership Merger Effective Time will be converted into the right to receive (upon the proper surrender of such REIT II OP Unit) the Partnership Merger Consideration therefor, and shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a REIT II OP Unit shall cease to have any rights with respect thereto, except for the right to receive the Partnership Merger Consideration therefor; (ii) The REIT II Special Partnership Interest will be automatically redeemed, cancelled and retired in exchange for an amount of cash determined in accordance with the REIT II Partnership Agreement; provided, that if the holder of the REIT II Special Partnership Interest elects in writing, prior to the Closing Date, to receive REIT I OP Units, in lieu of cash, for the redemption of the REIT II Special Partnership Interest, then the REIT II Special Partnership Interest will be automatically redeemed, cancelled and retired in exchange for a number of REIT I OP Class E Units equal to (A) the quotient of (1) the amount of cash determined in accordance with the REIT II Partnership Agreement that otherwise would have been paid for the redemption of the REIT II Special Limited Partnership Interest, divided by (2) $10.03, multiplied by (B) the Exchange Ratio; (iii) Subject to Section 3.1(c), each REIT I OP Unit outstanding as of immediately prior to the Partnership Merger Effective Time will be automatically converted without any action on the part of the holder thereof into the Partnership Merger Consideration therefor; and (iv) REIT II will be the general partner of the Surviving Partnership. (c) Adjustment of the Merger Consideration. Between the date of this Agreement and the applicable Merger Effective Time, if any of REIT I, REIT I Operating Partnership, REIT II or REIT II Operating Partnership should split, combine or otherwise reclassify the REIT I Common Stock, the REIT I OP Units, any class of the REIT II Common Stock or any class of the REIT II OP Units, or makes a dividend or other distribution in shares of the REIT I Common Stock, the REIT I OP Units, the REIT II Common...

The Partnership Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, FWOP and MergerLP shall consummate the Partnership Merger pursuant to which (a) FWOP shall be merged with and into MergerLP, (b) MergerLP shall be the successor or surviving partnership in the Partnership Merger and shall continue to be governed by the laws of the State of Delaware, and (c) the separate existence of FWOP shall cease. The Partnership Merger shall have the effects specified in Section 10-208 of the MRULPA and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (the "DRULPA").

The Partnership Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.2) and in accordance with the Revised Uniform Limited Partnership Act of the State of Delaware (the "DRULPA"), Buyer Operating Partnership shall be merged with and into the Seller Partnership, with the Seller Partnership as the surviving partnership in the Partnership Merger (the "Surviving Operating Partnership"). At the Effective Time, the separate existence of Buyer Operating Partnership shall cease and the other effects of the Partnership Merger shall be as set forth in Section 17-211 of the DRULPA.

The Partnership Merger. (i) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and the Delaware Limited Liability Company Act (the “DLLCA”), at the Partnership Merger Effective Time, Merger Sub 2 shall be merged with and into VEREIT OP (the “Partnership Merger”), the separate existence of Merger Sub 2 shall cease, and VEREIT OP shall continue as the surviving entity in the Partnership Merger (“Surviving VEREIT OP”). The Partnership Merger will have the effects provided in this Agreement and as set forth in the DRULPA and the DLLCA. (ii) The parties shall cause the Partnership Merger to be consummated by duly executing and filing as soon as practicable on the Closing Date (as defined below) (i) a certificate of merger with respect to the Partnership Merger (the “Partnership Certificate of Merger”) with the Delaware Secretary of State, in such form as required by, and executed in accordance with, the applicable provisions of the DRULPA and the DLLCA and (ii) any other filings, recordings or publications required, if any, under the DRULPA and the DLLCA in connection with the Partnership Merger. The Partnership Merger shall become effective at the time that the Partnership Certificate of Merger has been accepted for filing by the Delaware Secretary of State or at such other date and time as may be agreed to by VEREIT and Realty Income and specified in the Partnership Certificate of Merger, but in any event prior to the Merger (as defined below).

The Partnership Merger. At the Partnership Merger Effective Time and by virtue of the Partnership Merger and without any further action on the part of REIT II Operating Partnership or REIT I Operating Partnership or the holders of any securities of REIT II Operating Partnership or REIT I Operating Partnership: (i) Except as provided in Section 3.1(b)(ii) and Section 3.1(b)(iii) and subject to Section 3.1(c) and Section 3.1(e), each REIT I OP Unit outstanding immediately prior to the Partnership Merger Effective Time will be automatically cancelled and retired and converted into the right to receive (upon the proper surrender of such REIT I OP Unit) the Partnership Merger Consideration; (ii) Each REIT I OP Unit then held by Merger Sub (as successor to REIT I) will be automatically cancelled and retired and converted into the right to receive a number of validly issued, fully paid and non-assessable Surviving Partnership OP Units equal to the Exchange Ratio; (iii) The REIT I Special Partnership Units will be automatically cancelled and retired and shall cease to exist, and no Partnership Merger Consideration shall be paid, nor, except as expressly provided in the Termination Agreement, shall any other payment or right inure or be made with respect thereto in connection with or as a consequence of the Partnership Merger; (iv) Each REIT II OP Unit outstanding immediately prior to the Partnership Merger Effective Time will be converted into one Surviving Partnership OP Unit; (v) Each REIT II Special Partnership Unit will be automatically converted into one Surviving Partnership Special OP Unit; and (vi) REIT II will be the general partner of the Surviving Partnership.

The Partnership Merger. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any further action on the part of REIT II Operating Partnership or REIT III Operating Partnership or the holders of any securities of REIT II Operating Partnership or REIT III Operating Partnership: (i) Each REIT III OP Unit outstanding as of immediately prior to the Partnership Merger Effective Time shall automatically be retired and shall cease to exist, and no consideration shall be paid, nor shall any right inure or be made with respect thereto in connection with or as a consequence of the Partnership Merger. (ii) REIT II will be the general partner of the Surviving Partnership.

The Partnership Merger. (a) Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the GRULPA and the TRULPA, at the Partnership Merger Effective Time, Post LP shall merge with and into MAA LP, with MAA LP continuing as the surviving entity. The Partnership Merger shall have the effects provided in this Agreement and as specified in the GRULPA and the TRULPA. (b) The Parties shall cause the Partnership Merger to be consummated as soon as practicable on the Closing Date, and shall file (i) the certificate of merger with the Secretary of State of the State of Georgia in accordance with the GRULPA, in such form as required by, and executed in accordance with the relevant provisions of, the GRULPA, and (ii) the certificate of merger with the Secretary of State of the State of Tennessee in accordance with the TRULPA, in such form as required by, and executed in accordance with the relevant provisions of, the TRULPA. The Parties shall make all other filings, recordings or publications required, if any, under the GRULPA and the TRULPA in connection with the Partnership Merger. (c) The Partnership Merger shall become effective upon the later of such time as the certificate of merger has been filed with the Secretary of State of the State of Georgia or the certificate of merger has been filed with the Secretary of State of the State of Tennessee, or such later time which the Parties hereto shall have agreed upon and designated in such filings in accordance with the GRULPA and the TRULPA as the effective time of the Partnership Merger, but not to exceed thirty (30) days after the applicable certificate of merger has been accepted for record by the relevant governmental office (the “Partnership Merger Effective Time”).

The Partnership Merger. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of any Party or the holders of any securities of any Party: (i) Each HI-REIT OP Unit issued outstanding immediately prior to the Partnership Merger Effective Time held by HI-REIT will be automatically cancelled and retired and shall receive no consideration therefore. (ii) Each HI-REIT OP Unit issued outstanding immediately prior to the Partnership Merger Effective Time (other than any HI-REIT OP Units held by HI-REIT) will be automatically cancelled and retired and converted into the right to receive 0.752222 validly issued, fully paid and non-assessable Surviving Partnership OP Units (such ratio of HI-REIT OP Unit to Surviving Partnership OP Units, the “OP Unit Conversion Ratio”). (iii) Each XXXXXXX XX OP Unit issued and outstanding at and as of the Partnership Merger Effective Time will remain issued and outstanding and shall be unaffected by the Partnership Merger. (iv) XXXXXXX XX will be the general partner of the Surviving Partnership.

The Partnership Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with Section 18-209 of the DELLC, at the Partnership Merger Effective Time, Paladin OP shall be merged with and into the Merger Sub, with Merger Sub surviving the Partnership Merger (Merger Sub, as the surviving entity in the Partnership Merger, sometimes being referred to herein as the “Surviving Entity”). If Paladin and Parent mutually determine, on or before the mailing of the Paladin Proxy Statement, that the merger of Paladin OP with and into Merger Sub (with Merger Sub surviving the Partnership Merger as is contemplated by this Agreement), would cause any of the Parties to incur a materially greater amount of Transfer Taxes or other costs than would be incurred if Merger Sub merged with and into Paladin OP (with Paladin OP surviving), then, notwithstanding anything in this Agreement to the contrary, and with the written consent of Paladin and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Partnership Merger shall be restructured such that Merger Sub shall merge with and into Paladin OP, with Paladin OP surviving the Partnership Merger and references to “Surviving Entity” in this Agreement shall thereafter refer to Paladin OP, as the surviving entity in the Partnership Merger. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DELLC.

The Partnership Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Title 10 of the Annotated Code of Maryland, as amended (the "MRULPA"), immediately prior to the consummation of the Merger, Partnership Acquisition shall be merged with and into PDC LP, with PDC LP being the surviving limited partnership (the "Surviving Partnership").