Partnership Merger Effective Time definition

Partnership Merger Effective Time. Section 1.4(a)

Partnership Merger Effective Time has the meaning set forth in Section 2.02(c).

Partnership Merger Effective Time means the date and time the partnership merger becomes effective.

Examples of Partnership Merger Effective Time in a sentence

• For the avoidance of doubt, the Surviving Titanium OP Units owned by Titanium following the Partnership Merger Effective Time shall equal the number of shares of Titanium Common Stock to be cancelled pursuant to Section 2.01(c).

• Prior to the Partnership Merger Effective Time, Silver shall appoint a bank or trust company reasonably acceptable to Titanium to act as exchange agent (the “Exchange Agent”) for the payment of the Merger Consideration.

• Prior to the Partnership Merger Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

• Each Titanium OP Unit that is owned by Titanium immediately prior to the Partnership Merger Effective Time (the “General Partner Units”) shall remain outstanding as one Surviving Titanium OP Unit, and no payment shall be made with respect thereto.

• No dividends or other distributions declared or made with respect to New Silver OP Units with a record date after the Partnership Merger Effective Time, as applicable, shall be paid to the holder of any unsurrendered Certificate with respect to the New Silver OP Units issuable upon surrender thereof, and no cash payment with respect to the Merger Consideration shall be paid to any such holder, until the surrender of such Certificate in accordance with this Article II.

• On the terms and subject to the conditions set forth in this Agreement, on the Closing Date and prior to the Partnership Merger Effective Time, Titanium OP and Titanium shall effect the Titanium OP Preferred Redemption for an amount equal to the Titanium Series J and Series K Preferred Stock Redemption Amount, which amount shall be paid by Titanium OP to Titanium on the Closing Date.

• On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and the DLLCA, at the Partnership Merger Effective Time, Silver Merger Sub 2 shall be merged with and into Titanium OP (the “Partnership Merger”), the separate existence of Silver Merger Sub 2 shall cease, and Titanium OP shall continue as the surviving company in the Partnership Merger (“Surviving Titanium OP”).

• Subject to Section 2.04, all Titanium OP Units owned by the Titanium Family immediately prior to the Partnership Merger Effective Time other than the Titanium Family Remaining Units (such Titanium OP Units, the “Titanium Family Converting Units”) shall be converted into the Cash Partnership Merger Consideration (the “Titanium Family Partnership Merger Consideration” and, together with the Minority OP Partners Partnership Merger Consideration, the “Partnership Merger Consideration”), without interest.

• Prior to the Closing, Titanium and Titanium OP shall (a) cause the agreements or amendments set forth in Schedule 6.14(a) to be adopted and approved by the parties thereto and (b) cause the agreements set forth in Schedule 6.14(b) to be terminated, in each case effective immediately following the Partnership Merger Effective Time.

• 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.

More Definitions of Partnership Merger Effective Time

Partnership Merger Effective Time. Section 1.2(b) “Permitted Expenditures” Section 5.1(p) “Permitted Liens” Section 3.11(c) “Proxy Statement” Section 3.6 “Purchaser Parties” Preamble “Qualifying Income” Section 8.3(a)(ii) “REIT” Section 3.10(c) “Representatives” Section 6.7

Partnership Merger Effective Time means the effective time of the Partnership Merger in accordance with the Acquisition Agreement;

Partnership Merger Effective Time means immediately following the Company Merger.

Partnership Merger Effective Time is defined in Section 1.3. “Partnership Unit” is defined in Section 3.3(b) . “Permitted Title Exceptions” is defined in Section 3.16(b) . “Per Share Cash Consideration” is defined in Section 2.1(a)(ii) .

Partnership Merger Effective Time shall have the meanings given thereto in the Agreement and Plan of Merger by and between Columbia Property Trust, Inc., Company OP, Panther Merger Parent, Inc. and Panther Merger Sub, LLC, dated as of September 7, 2021 (as it may be amended or restated from time to time).