Parent REIT Shares means the shares of Common Stock, par value $0.0001 per share, of the Parent REIT.
REIT Shares means shares of common stock, $0.01 par value per share, of the Company.
REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holder of REIT Shares entitled to rights.
REIT Share means a share of common stock, par value $.01 per share, of the General Partner.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Initial Common Units means the Common Units sold in the Initial Offering.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Common Units means common units representing limited partner interests in the Partnership.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.
OP Units means units of limited partnership interest in the Operating Partnership.
Co-op Shares Shares issued by private non-profit housing corporations.
Parent Common Shares means the common shares of the Parent;
Stock Consideration has the meaning set forth in Section 2.01(c).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Merger Consideration has the meaning set forth in Section 3.1(a).
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.
Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.
Base Merger Consideration means an amount equal to $1,855,000,000.
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.
Company Units has the meaning set forth in the Recitals.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.