OP Merger Consideration definition
Examples of OP Merger Consideration in a sentence
Such funds provided to the Paying Agent are referred to herein as the “Payment Fund.” The Paying Agent shall make payments of the OP Merger Consideration, REIT Merger Consideration and Option Merger Consideration in accordance with this Agreement, the OP Merger Certificate and the Articles of Merger.
Parent has, and will have at the Closing, adequate cash reserves or borrowing availability under existing credit facilities and/or standard and customary lending commitments sufficient in the aggregate to pay the aggregate REIT Merger Consideration and OP Merger Consideration and all other payments contemplated hereunder, in each case at such time and in such manner as contemplated by this Agreement.
Notwithstanding the foregoing, neither Parent nor the Exchange Agent shall be liable to any holder of a Company Stock Certificate for REIT Merger Consideration or a Limited Partner for OP Merger Consideration (or dividends or distributions in respect thereof) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
The Purchaser Parties, the Operating Partnership and the Paying Agent, as applicable, shall be entitled to deduct and withhold from any OP Merger Consideration payable under this Agreement such amounts as may be required to be deducted or withheld therefrom under (i) the Code or (ii) any applicable state, local or foreign Tax Laws.
If an IPO Closing Date does not occur on or before December 31, 2020, then, during the Repurchase Period, each Member (each an “Eligible Holder”) who received Membership Units as OP Merger Consideration (the “Covered OP Units”) shall have the right to require the Operating Company to repurchase any or all of such Eligible Holder’s Covered OP Units by giving written notice (a “Repurchase Notice”) thereof, which notice will specify the number of Covered OP Units to be repurchased (“Repurchase Units”).
On or after the OP Effective Time, any Company Common Units presented to the Surviving L.P. or Parent L.P. for any reason shall be converted into the OP Merger Consideration.
Any shares of Company Common Stock issued to Holder in accordance with this Section 1.4(c) shall be deemed to be Company Shares for the purpose of this Agreement from and after the date of such conversion and as a result such Holder shall be entitled to receive the REIT Merger Consideration in the REIT Merger (and not the OP Merger Consideration in the OP Merger) with respect to such shares of Company Common Stock so converted into Company Common Units.
Each OP Common Unit issued and outstanding immediately prior to the OP Effective Time shall be converted automatically into the right to receive $23.50 (as adjusted to reflect adjustments to the OP Merger Consideration pursuant to Section 5.1(b)(i)) in cash, without interest (the aggregate of such amounts hereinafter referred to as the "OP Common Units Merger Consideration").
After the OP Merger Effective Time, there shall be no further transfer on the records of BRE or its transfer agent of BRE Exchange Units; and if such BRE Exchange Units are presented to BRE or its transfer agent for transfer, they shall be canceled against delivery of the appropriate OP Merger Consideration and any dividends or distributions payable pursuant to Section 2.2(c) as hereinabove provided.
Notwithstanding the foregoing, none of Parent, the Surviving Entity, the Surviving Partnership or the Paying Agent or any other Person shall be liable to any holder of Company Common Shares, Company Preferred Shares and/or Company Partnership Units, as applicable, for any Merger Consideration, Preferred Merger Consideration, OP Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.