Examples of OP Common Units in a sentence
Any distributions on such Escrow Units made in the form of Parent OP Common Units will be deemed to have been contributed by the Escrow Agent, on behalf of each applicable Contributor, to New Company in exchange for an equal number of New Company Common Units to be issued in the name of such Contributor.
Each Contributor and the Escrow Agent has or shall be deemed to have instructed Parent OP to make the foregoing contribution on its behalf in accordance with the terms of this Section 2.4. Notwithstanding any provision of this Agreement to the contrary, in no event shall Parent OP Common Units be delivered or registered in the name of any Contributor or the Escrow Agent.
In furtherance of the preceding sentence, at or promptly following the Closing, Parent OP shall, on behalf of each of the Contributors and the Escrow Agent, contribute the Parent OP Common Units issuable to the Contributors and the Escrow Agent to New Company in exchange for an equal number of New Company Common Units to be issued in the name of such Contributor or the Escrow Agent, as applicable.
Each Contributor is acquiring the Parent OP Common Units and New Company Common Units for investment purposes only and not with a view to, or for, distribution, resale or fractionalization thereof, in whole or in part, in each case under circumstances which would require registration thereof under the Securities Act or any state securities laws.
From and after the date hereof, neither Parent REIT nor Parent OP shall amend the Parent OP Agreement in a manner that would adversely and disproportionately affect the rights of the Contributors with respect to the Parent OP Common Units to be issued to the Contributors hereunder (assuming for this purpose that such Parent OP Common Units have been issued to the Contributors as of the date hereof), whether held by the New Company or received upon conversion or exchange of New Company Common Units.
CLNY acknowledges and agrees that any transfer of OP Common Units (as defined in the LLC Agreement of the Operating Entity) held by Executive in compliance with the lock-up agreements applicable thereto will be deemed to constitute a transfer that is “expressly authorized” under a Non-Managing Ancillary Agreement and shall constitute a “Permitted Transfer” for purposes of the LLC Agreement of the Operating Entity.
There are no partners of Parent OP or holders of Parent OP Common Units other than as set forth on Section 4.02(a) of the Parent Disclosure Letter.
Each of Parent, Merger Sub, the Surviving Company, Company OP, Company and the Exchange Agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock, Company OP Common Units, Company OP Series A Preferred Units or Company Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable Tax Law.
The number of OP Common Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest.
All other Company OP Common Units that are owned by the Company immediately prior to the Partnership Merger Effective Time shall be automatically converted into the right to receive the Merger Consideration.