Examples of Consolidation Transaction in a sentence
The number of OP Units, shares of Class A Common Stock, shares of Class B Common Stock and/or cash to be allocated to Contributor shall be determined in accordance with its Participants’ election of OP Units, shares of Class A Common Stock, shares of Class B Common Stock and cash pursuant to Contributor’s Consent Solicitation Statement/Offering Memorandum (the “Consent Solicitation”) to be provided to each Participant in Contributor to consent to the Consolidation Transaction.
The requisite consent of the Participants in each Existing Entity and the equity holders in each Existing Management Entity to approve the Consolidation Transaction is as set forth in Schedule 1.12 (the “Requisite Consent”).
Notwithstanding the foregoing, the Supervisor (on behalf of Contributor) may elect, in its sole discretion, to effect an actual or de facto recapitalization of the Contributor provided that such recapitalization does not change the consideration a Participant in Contributor would receive or the anticipated Tax consequences of the Consolidation Transaction to a Participant in Contributor.
As of the date hereof, there is no action, suit or proceeding pending or, to the Principals’ Knowledge, threatened against any Existing Entity or Existing Management Entity or any of their Subsidiaries which challenges or impairs the ability of the Existing Entity, Existing Management Entity or any of their Subsidiaries to execute, deliver or perform its obligations under any of the Consolidation Transaction Documents or to consummate the transactions contemplated hereby and thereby.
Xxxxxx Xxxxxxxx LLC or an affiliate may be entitled to a finder’s fee, brokerage fees or commissions or similar payment from certain Existing Entities in respect of the Consolidation Transaction.