Examples of OP Merger Consideration in a sentence
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.
This method which defined long straight lines along Longitudes or Parallels, was used largely in Africa.
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.
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.
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.
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.
At the Partnership Merger Effective Time, each OP Unit that has been converted into the right to receive the Per OP Merger Consideration shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and shall thereafter represent only the right to receive the Per OP Merger Consideration, without interest.
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").
Until Surrendered as contemplated by this Section 2.2(b) or in connection with an Election made pursuant to Section 2.3, each BRE Exchange Unit shall be deemed at any time after the OP Merger Effective Time to represent only the right to receive upon such Surrender the appropriate OP Merger Consideration and OP Earnout Consideration.