Treatment of Partnership Units Sample Clauses

Treatment of Partnership Units. Each Company OP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time held by a limited partner of the Company Operating Partnership (each such Company OP Unit, a “Partnership Unit”) shall be converted into the right to receive the Merger Consideration. The general partnership interest of the Company Operating Partnership shall remain outstanding and constitute the only outstanding partnership interest in the Surviving Partnership Entity. From and after the Partnership Merger Effective Time, all Partnership Units shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Partnership Unit shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Partnership Unit in accordance with Section 2.2, including the right to receive, pursuant to Section 2.6, the Fractional Share Consideration, together with the amounts, if any, payable pursuant to Section 2.2(f).
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Treatment of Partnership Units. (A) Each Company Partnership Unit (other than a Company Series C Preferred Partnership Unit which shall be converted pursuant to clause (B) hereof) issued and outstanding immediately prior to the Partnership Merger Effective Time shall be converted into the right to receive a fraction of a validly issued DLR OP Common Unit (referred to herein as the “New DLR OP Units” or the “OP Merger Consideration”) equal to (x) the Exchange Ratio multiplied by (y) one, and (B) each Company Series C Preferred Partnership Unit shall be converted into one validly issued DLR OP Series C Preferred Partnership Unit (referred to herein as the “New DLR OP Preferred OP Units” or the “Preferred OP Merger Consideration”); provided that in lieu of receiving New DLR OP Units in the Partnership Merger, each limited partner (excluding the Company) of the Company Operating Partnership (each a “Minority Limited Partner”) shall have the right to elect to receive for each Company Partnership Unit held by such Minority Limited Partner immediately prior to the Partnership Merger Effective Time a number of shares of DLR Common Stock equal to the Exchange Ratio, and any Minority Limited Partner so electing shall be deemed to have elected to redeem its Company Partnership Units pursuant to Section 8.6 of the Company Operating Partnership Agreement, effective immediately prior to the Partnership Merger Effective Time and shall be treated as having received in exchange for its Company Partnership Units an equal number of shares of Company Common Stock as of such time, without any further action being required by such Minority Limited Partner. For the avoidance of doubt, such shares of Company Common Stock deemed to be issued upon any such redemption shall be subject to the same exchange procedures as all other shares of Company Common Stock and the DLR Common Stock issuable in exchange therefor shall be “Merger Consideration” for all purposes herein. No fractional New DLR OP Units or fractional shares of DLR Common Stock will be issued in the Partnership Merger. The New DLR OP Units or shares of DLR Common Stock (as applicable) issuable to each holder of Company Partnership Units shall be rounded down to the nearest whole unit or share (as applicable) and each such holder shall be entitled receive such number of whole New DLR OP Units or shares of DLR Common Stock (as applicable) with any fractional units or shares being treated in accordance with Section 2.6 (the “OP Fractional Unit Considerati...
Sample 1
Treatment of Partnership Units. Each Company Partnership Unit (other than any Excluded Units) issued and outstanding immediately prior to the Partnership Merger Effective Time shall be converted into the right to receive an amount in cash equal to the Per Company Share Merger Consideration, without interest (the “Per Partnership Unit Merger Consideration”, and in the aggregate, the “OP Merger Consideration”).
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Related to Treatment of Partnership Units

  • Classes of Partnership Units The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Class T Units, Class S Units, Class D Units, Class I Units and Class E Units. Each such Class shall have the rights and obligations attributed to that Class under this Agreement.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • Management of Partnership Section 2.01

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • OP Units Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.

  • Formation of Partnership The Partnership was formed on August 3, 2018 pursuant to the provisions of the Delaware Act.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Rights of Partners Except as otherwise provided in this Agreement, the Partners shall look solely to the assets of the Partnership for the return of their capital contributions and shall have no right or power to demand or receive property other than cash from the Partnership.

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

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