OP Merger definition

OP Merger has the meaning set forth in the Recitals.

OP Merger has the meaning set forth in Section 1.1(a).

OP Merger shall have the meaning given thereto in the Recitals.

Examples of OP Merger in a sentence

• Each membership interest of Prologis OP Merger Sub issued and outstanding immediately prior to the Partnership Merger Effective Time shall be automatically converted into and become one (1) new validly issued Partnership OP Unit, and such Partnership OP Unit shall be owned by Parent OP.

• Each of Prologis Merger Sub and Prologis OP Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.

• The general partner interests of OP Merger Sub issued and outstanding immediately prior to the OP Merger Effective Time shall automatically be cancelled and retired and shall cease to exist.

• At the Effective Times, by virtue of the Mergers and without any action on the part of the Constituent Entities or OP Merger Constituent Entities, the holders of any partnership or membership interests, shares of capital stock or beneficial interests of the Constituent Entities or OP Merger Constituent Entities shall be treated as set forth in this Article II and in accordance with the terms of this Agreement.

• None of Parent, Merger Sub, OP Merger Sub, the Company, Company OP or the Exchange Agent shall be liable to any Person in respect of any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

• Each Company OP Unit issued and outstanding immediately prior to the OP Merger Effective Time (other than Company OP Units held by the Company, Company OP, any Company Subsidiary, Parent or any Subsidiary of Parent) shall automatically be converted into a fraction of a duly authorized, validly issued, fully paid and non-assessable Parent Share equal to the Exchange Ratio.

• The limited partner interests of OP Merger Sub issued and outstanding immediately prior to the OP Merger Effective Time shall remain issued, outstanding and unchanged as validly issued limited partner interests of the Surviving Partnership after the OP Merger Effective Time.

• Each of Prologis Merger Sub and Prologis OP Merger Sub has engaged in no other business activities, has no liabilities or obligations, other than those incident to its formation and incurred pursuant to this Agreement, and has conducted its operations only as contemplated hereby.

• As a result of the Partnership Merger, the separate existence of the Prologis OP Merger Sub shall cease, and the Partnership shall continue as the surviving entity of the Partnership Merger.

• At the OP Merger Effective Time, the partnership interest transfer books of Company OP shall be closed, and there shall be no further registration of transfers on the partnership interest transfer books of the Surviving Partnership of the Company OP Units that were outstanding immediately prior to the OP Merger Effective Time.

More Definitions of OP Merger

OP Merger shall have the meaning set forth in the Preamble.

OP Merger as defined in the recitals hereto. ---------

OP Merger. Sub” Preamble

OP Merger. SUB: COMPANY: COMPANY OPERATING PARTNERSHIP:

OP Merger. SUB: OP MERGER SUB 2, LLC, a Delaware limited liability company By: OP Merger Sub, LLC, a Delaware limited liability company and its managing member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President [Signature Page to Agreement and Plan of Merger] COMPANY: XXXXXXXX XXXXXX GROCERY CENTER REIT II, INC., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer, Treasurer and Secretary COMPANY OPERATING PARTNERSHIP: XXXXXXXX XXXXXX GROCERY CENTER OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership By: PE Grocery Center OP XX XX LLC, a Delaware limited liability company and its general partner By: Xxxxxxxx Xxxxxx Grocery Center REIT II, Inc., a Maryland corporation and its sole member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer, Treasurer and Secretary [Signature Page to Agreement and Plan of Merger] Exhibit A Articles of Amendment [Attached.] XXXXXXXX XXXXXX & COMPANY, INC. ARTICLES OF AMENDMENT Xxxxxxxx Xxxxxx & Company, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in their entirety the terms “Common Stockholders,” “Extension Amendment,” “Liquidity Event,” “Plan of Liquidation” and “Termination of the Initial Public Offering” as contained in Article IV of the Charter. SECOND: The Charter is hereby amended by deleting therefrom in its entirety Section 5.8 of Article V of the Charter.