LP Merger Consideration definition

LP Merger Consideration means the Sponsor LP Merger Consideration and the Public Holder Merger Consideration, as applicable.
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LP Merger Consideration means, with respect to any Operating Partnership Unit, the per-unit amount that a holder of such Operating Partnership Unit would be entitled to receive in a liquidity event pursuant to the terms of the Operating Partnership LPAs (including in accordance with Section 3.1(h) of the Operating Partnership LPAs), assuming the aggregate amount payable by the Operating Partnerships (other than in respect of LP Class B Units) is $167,367,690 and taking into account any Threshold Value applicable to such Operating Partnership Unit.
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Examples of LP Merger Consideration in a sentence

  • Prior to the Effective Time, Acquisition Sub shall deposit, or cause to be deposited, with ACS Securities Services, Inc., as the paying agent for the Merger Consideration (the “Paying Agent”), at least an amount in cash equal to the sum of (1) the product of (a) the LP Merger Consideration and (b) the number of Non-affiliate Units and (2) the product of (a) the SLP Merger Consideration and (b) the number of SLP Interests (the “Payment Fund”) for the purpose of paying the Merger Consideration.

  • The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund.

  • The Company shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Certificates, LP Certificates, Book-Entry Shares or Book-Entry Units for the Public Merger Consideration, the LP Merger Consideration or the Warrant Consideration (if applicable).

  • To the fullest extent permitted by Law, immediately prior to the date any Public Merger Consideration or LP Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, such Public Merger Consideration and LP Merger Consideration shall become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

  • Armstrong and Murlis (2007) earlier arguments appear in line with the recent description of reward strategy, he mentioned that “a business focused statement of the intention of the organization concerning the development of future reward processes and practices which are aligned to the business and human resource strategies of the organization, its culture, and environment in which it operates”.

  • Fresh verification of latest revenue papers and public notice regarding revenue record to call objections.

  • For purposes of this Agreement, each Eligible Unitholder that properly makes an election (and does not revoke such election) to receive Subsequent LP Merger Consideration shall be an “Electing Unitholder”, and, for the avoidance of doubt, each Eligible Unitholder that does not do so, and each holder of record of Partnership Common Units that is not an Eligible Unitholder, shall not be an Electing Unitholder.

  • Prior to the Closing Date, Parent shall appoint an exchange agent mutually acceptable to Parent and the Partnership (the “Exchange Agent”) for the purpose of exchanging Certificates for LP Merger Consideration.

  • Notwithstanding any other provision of this Agreement, in lieu of receiving a fraction of a Parent Common Unit, all fractional Parent Common Units that a holder of Partnership Common Units would otherwise be entitled to receive pursuant to and in accordance with Section 2.1(a)(i) as LP Merger Consideration will be aggregated and then, if a fractional Parent Common Unit results from that aggregation, be rounded up to the nearest whole Parent Common Unit.

  • Upon the exchange of Partnership Common Units for the LP Merger Consideration in accordance with this Article II, each person that receives Parent Common Units shall be deemed to have made a capital contribution to Parent, shall be admitted as a limited partner of Parent and Parent GP hereby consents to such admission.

Related to LP Merger Consideration

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Base Merger Consideration means $1,200,000,000.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • First Merger has the meaning set forth in the Recitals.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).