Examples of Company Partnership Unit in a sentence
Until surrendered or transferred as contemplated by this Section 3.3, each Certificate Book-Entry Share and Company Partnership Unit shall be deemed, at any time after the REIT Merger Effective Time and the Partnership Effective Time, as applicable, to represent only the right to receive, upon such surrender, the REIT Per Share Merger Consideration or the Partnership Per Share Merger Consideration, as applicable, as contemplated by this Article 3.
As of the date hereof, the Company Partnership Units are redeemable by the applicable holders thereof pursuant to, and in accordance with, the terms of the Company Operating Partnership Agreement for cash or, at the option of the Company, Company Common Stock at a “Conversion Factor” (as such term is defined in the Company Operating Partnership Agreement) equal to one share of Company Common Stock for each Company Partnership Unit, subject to any adjustment pursuant to Section 2.1(c).
Subject to the Voting Agreements, Company LP shall be entitled to cause the redemption of the Company Preferred Partnership Units at the Closing without need for further notice to the holders thereof, notwithstanding the provisions of the Company Partnership Unit applicable to the Company Preferred Partnership Units.
All Company Partnership Units, when so exchanged or converted pursuant to this Section 3.1(b), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each former holder of Company Partnership Units shall cease to have any rights with respect to such Company Partnership Unit other than the right to receive the Partnership Merger Consideration in accordance with Section 3.2.
At the Partnership Merger Effective Time, each such Company LTIP Unit shall be considered to be an outstanding Company Partnership Unit for all purposes of this Agreement, including the right to receive the Partnership Per Share Merger Consideration for each Company LTIP Unit (the “Partnership LTIP Merger Consideration” and, together with the REIT Option Merger Consideration, the REIT RSU Merger Consideration and the REIT Restricted Stock Merger Consideration, the “Stock Award Payments”).
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”).
Each Company Partnership Unit owned by Parent, OP Merger Sub or any of their respective Subsidiaries, in each case, as of immediately prior to the Partnership Merger Effective Time (together with the Continuing Units, the “Excluded Units”), shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.