GP Parent definition
Examples of GP Parent in a sentence
Notwithstanding the foregoing, no failure or delay by the Partnership, the Partnership GP, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.
In respect of any transaction described in the preceding paragraph, the GP Parties are required to use commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors’ fiduciary duties to the shareholders of the GP Parent under applicable law.
The GP Parent or the General Partner may contribute additional capital to the Operating Partnership, from time to time, and receive additional Operating Partnership Interests in respect thereof, in the manner contemplated in this Section 4.3.
The GP Parent further agrees to use its commercially reasonable efforts to file the registration statement within 90 days of its receipt of the written request described above, and to maintain the effectiveness of such registration statement for a period of no more than two years.
Moreover, if the GP Parent makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Operating Partnership to make a corresponding offer to the GP Parent to acquire an equal number of Operating Partnership Units held by the GP Parent.
It acts as a resource and clearinghouse for faculty, staff, students, and the community.
The GP Parent agrees to file with the Commission a registration statement covering the resale of the REIT Shares that may be issued upon redemption of such Operating Partnership Units pursuant to Section 8.5 hereof (“Redemption Shares”) if a Limited Partner or Limited Partners who together hold Redemption Shares having an aggregate value of at least $10 million (based on the then current price) request that the GP Parent register for resale such Redemption Shares.
In the event any REIT Shares are redeemed by the GP Parent pursuant to such offer, the Operating Partnership shall redeem an equivalent number of the GP Parent’s Operating Partnership Units for an equivalent purchase price based on the application of the Conversion Factor.
If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage.
In the event the GP Parent redeems any REIT Shares (including, without limitation, any REIT Shares redeemed in accordance with the share redemption program of the GP Parent), then the General Partner shall cause the Operating Partnership to purchase from the GP Parent a number of Operating Partnership Units as determined based on the application of the Conversion Factor on the same terms that the GP Parent redeemed such REIT Shares.