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:
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 CCOP, CMR OP or the holders of any securities of CCOP or CMR OP;
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. 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. (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.
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 DRULPA, at the Partnership Merger Effective Time, OP Merger Sub shall merge with and into Colonial LP, with Colonial LP continuing as the surviving entity and an indirect wholly-owned subsidiary of MAA LP, and MAA LP continuing as the operating partnership of MAA. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA.
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 satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DRULPA and the DLLCA, at the Partnership Merger Effective Time, OP Merger Sub shall be merged with and into the Company Operating Partnership, whereupon the separate existence of OP Merger Sub will cease, with the Company Operating Partnership surviving the Partnership Merger (the Company Operating Partnership, as the surviving entity in the Partnership Merger, sometimes being referred to herein as the “Surviving Partnership”), such that following, and as a result of, the Partnership Merger, PECO OP will hold a limited partnership interest in the Surviving Partnership with OP Merger Sub GP being the general partner of the Surviving Partnership, the Company will hold a limited partnership interest in PECO OP and Company OP GP will hold a limited partnership interest in PECO OP. The Partnership Merger shall have the effects provided in this Agreement, the Certificate of Partnership Merger and as specified in the applicable provisions of the DRULPA and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights privileges, powers and franchises of the Company Operating Partnership and OP Merger Sub, and all of the claims, obligations, liabilities, debts, and duties of the Company Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties 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 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. 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").
