Preference Unit Term Sheet definition

Preference Unit Term Sheet shall have the meaning provided in Section 3.2(B)(1).
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Preference Unit Term Sheet as such term is defined in the Seventh Amended and Restated Agreement of Limited Partnership executed and delivered as of March 18, 2021 and effective as of January 1, 2020 (the "Partnership Agreement") of ERP Operating Limited Partnership (the "Partnership"), shall be attached to and is hereby made a part of the Partnership Agreement. Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Partnership Agreement. In accordance with clause (e) of Section 3.2(B) of the Partnership Agreement, this Preference Unit Term Sheet sets forth the terms and conditions of the 3.00% Series Q Cumulative Redeemable Preference Units hereby issued by the Partnership in consideration for the contribution to the Partnership of certain property by certain Contributing Partners, as further described in a Contribution and Preference Units Agreement dated as of April 13, 2023 by and among such Contributing Partners, the Partnership, the General Partner and certain other parties thereto (the “Contribution Agreement”).
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Examples of Preference Unit Term Sheet in a sentence

  • Notwithstanding the foregoing, the terms and conditions of a particular series of Preference Units may not be changed without the written consent of the holders of at least 67% of the Preference Units within the class or series (or such greater percentage as may be provided for in the applicable Preference Unit Term Sheet or Other Securities Term Sheet, as the case may be).

  • For purposes of this Section 7.3(E), any payment with respect to a Preference Unit that, under the applicable Preference Unit Term Sheet or Other Securities Term Sheet, as the case may be, constitutes a payment in redemption of such Preference Unit shall not be considered a distribution except to the extent such payment is specifically attributable to accrued and unpaid preferred distributions with respect to such Preference Unit provided for in such Term Sheet.

  • Notwithstanding the foregoing, the terms and conditions of a particular series of Preference Units may not be changed without the written consent of the holders of at least 67% of the Preference Units within the class or series (or such greater percentage as may be provided for in the applicable Preference Unit Term Sheet).

  • Once determined and fixed as herein provided, however, the terms and conditions of a particular series or class of Preference Units may not be changed without the written consent of the holders of at least 67% of the Preference Units within the class or series (or such greater percentage as may be provided for in any the applicable Preference Unit Term Sheet).

  • Upon the issuance of additional OP Units and/or Preference Units in accordance with the provisions of this Section 3.2(B), each recipient of such Units shall either execute this Agreement or a joinder to this Agreement (which joinder, as to Preference Units, may be a part of any applicable Preference Unit Term Sheet) and, as applicable, the Percentage Interest of all of the Partners shall thereupon be appropriately adjusted by the General Partner.

  • In the disciplinary hearing, the claimant admitted breaching the policy and Mr Munroe was entitled to take that admission into account.

  • This Preference Unit Term Sheet may be amended only by a written instrument executed and delivered by the General Partner and the holders of at least two-thirds of the then outstanding 3.00% Series P Preference Units.

Related to Preference Unit Term Sheet

  • Partnership Unit Economic Balance means (i) the Capital Account balance of the General Partner plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to the General Partner’s Partnership Units divided by (ii) the number of the General Partner’s Partnership Units.

  • Preference Share means a preference share of a par value of US$0.0001 in the share capital of the Company.

  • Class A Unit means any Partnership Unit that is not specifically designated by the General Partner as being of another specified class of Partnership Units.

  • Common Unit Price has the meaning specified in Section 2.1(b).

  • Partnership Unit Designation shall have the meaning set forth in Section 4.2.A hereof.

  • Common Unit Economic Balance means (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 6.2.D hereof, divided by (ii) the number of the General Partner’s Partnership Common Units.

  • OP Unit Economic Balance has the meaning set forth in Section 6.03(c) hereof.

  • Class B Unit means a Partnership Unit which is designated as a Class B Unit of the Partnership.

  • Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as may be amended from time to time.

  • IPO Price means the initial public offering price of a REIT Share in the IPO.

  • Preferred Unit means a fractional, undivided share of the Partnership Interests that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Common Units that the General Partner has authorized pursuant to Section 4.2 hereof.

  • LTIP Unit means a Limited Partnership Interest which is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Section 4.4 hereof and elsewhere in this Agreement in respect of holders of LTIP Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A, as may be amended from time to time.

  • Common Unit means a common unit representing a limited partner interest in the Partnership having the rights set forth in the Partnership Agreement.

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • OP Unit means a Partnership Unit which is designated as an OP Unit of the Partnership.

  • Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

  • Animal Unit means a unit of measure used to compare differences in the production of animal manure and set forth in Minn. R. 7020.0300, subp. 5.

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

  • Unit Price Arrangement means that part of the Contract that prescribes the product of a price per unit of measurement multiplied by a number of units of measurement for performance of the Work to which it relates;

  • Membership Unit means an outstanding common membership unit of the LLC.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Series C Liquidation Preference means a liquidation preference for each Series C Preferred Unit initially equal to $25.00 per unit (subject to adjustment for any splits, combinations or similar adjustments to the Series C Preferred Units), which liquidation preference shall be subject to increase by the per Series C Preferred Unit amount of any accumulated and unpaid Series C Distributions (whether or not such distributions shall have been declared).

  • Class A Common Unit means a Common Unit having the rights and obligations specified with respect to Class A Common Units in this Agreement.

  • FTPS Unit means Units which are purchased through the Fund/SERV(R) trading system or on a manual basis through FTP Services LLC or for which FTP Services LLC is acting as FTPS Unit Servicing Agent.

  • Initial Unit Price means (a) with respect to the Common Units and the Subordinated Units, the initial public offering price per Common Unit at which the Common Units were first offered to the public for sale as set forth on the cover page of the IPO Prospectus or (b) with respect to any other class or series of Units, the price per Unit at which such class or series of Units is initially sold by the Partnership, as determined by the General Partner, in each case adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of Units.