UPREIT Reorganization definition

UPREIT Reorganization means a reorganization of the Company and its subsidiaries into an umbrella partnership real estate investment trust, including by converting WPC Holdco LLC, a direct wholly-owned subsidiary of the Company that currently owns all or substantially all of the Company’s assets, into a limited partnership (the “Operating Partnership”), in which the Company owns all or substantially all of the equity interests, including all of the non-economic equity interests of the general partner thereof. ARTICLE TWO AMENDMENT TO THE ORIGINAL INDENTURE

UPREIT Reorganization means a reorganization of the Company into an umbrella partnership real estate investment trust where the Company will operate through the Operating Partnership.

UPREIT Reorganization means the implementation of an internal reorganization of Parent and its Subsidiaries resulting in: (1) Parent owning all outstanding Equity Interests in PK Domestic REIT (except for Acceptable Preferred Equity Interests owned by Persons other than the Company or any of its Subsidiaries at the time of the UPREIT Reorganization), (2) Parent and PK Domestic REIT being direct owners of the Company, (3) Parent and PK Domestic REIT owning no other material assets or interests other than Equity Interests in the Company (and, in the case of Parent, Equity Interests in PK Domestic REIT) and (4) the execution of the amended and restated Company Operating Agreement to provide, among other things, the issuance by the Company to applicable Parent Entities of a number of common units of membership interests equal in number to the number of shares of Parent Common Stock outstanding, the issuance of a number of preferred units of membership interests in the Company equal in number to and with substantially similar terms to the Series A non-voting preferred stock of PK Domestic REIT, and provisions for the future issuance and redemption of Equity Interests to be held or held by Parent Entities and other Persons admitted as members of the Company from time to time as part of an “UPREIT” capitalization structure.

Examples of UPREIT Reorganization in a sentence

• After the closing of UPREIT Reorganization, the funds contributed to the capital of the Operating Partnership by each Principal will be contributed by the Operating Partnership to New OP, and New OP will contribute such funds, indirectly through a series of intermediate entities, to the Borrower; and all such funds shall be used by the Borrower to pay any Shortfall Amount.

• Prior to the closing of the UPREIT Reorganization, the funds contributed to the capital of the Operating Partnership by each Principal will be contributed by the Operating Partnership, indirectly through a series of intermediate entities, 99.5% to Borrower and 0.5% to the Intermediary Owner; the Operating Partnership will cause the Intermediary Owner to contribute such funds it receives to the Borrower; and all such funds shall be used by the Borrower to pay any Shortfall Amount.

• Represents the non-voting preferred stock of New Parkway acquired by Cousins LP in exchange for a $5 million contribution by Cousins LP to New Parkway in connection with the Separation, the UPREIT Reorganization and the Distribution.

• Immediately following the effective time of the Merger, Cousins will consummate the Separation and the UPREIT Reorganization to separate the Houston Business and Third-Party Services Business of Cousins and Parkway such that these businesses will be owned and operated by New Parkway LP, the operating partnership of New Parkway.

• Represents the Non-Voting Preferred Stock acquired by Cousins LP in exchange for a $5 million contribution by Cousins LP to New Parkway in connection with the Separation, the UPREIT Reorganization and the Distribution.

• In the event of an UPREIT Reorganization, the substitute Managing Member shall at all times retain a minimum Net Worth equal to ten (10) times the value of the LLC Units ($1.00 per LLC Unit) held by the Non-Managing Members from time to time.

• Represents the non-voting preferred stock acquired by Cousins LP in exchange for a $5 million contribution by Cousins LP to Parkway in connection with the Separation, the UPREIT Reorganization and the Spin-Off.

• Additionally, in the UPREIT Reorganization, Cousins LP contributed $5 million to the Company in exchange for shares of non-voting preferred stock with a liquidation preference of $5 million, a cumulative dividend of 8.00% per annum per share and limited voting rights as set forth in the Company’s articles of amendment and restatement.

• The Distribution of New Parkway common stock and limited voting stock as described in this information statement is subject to the satisfaction or waiver of certain conditions, including consummation of the Merger, the Separation and the UPREIT Reorganization.

• In the UPREIT Reorganization, the proceeds of the Term Loan were used to fund a $200 million distribution to the partners of the Operating Partnership, who in turn caused such funds to be contributed to Cousins LP, which used the funds to repay a portion of approximately $550 million outstanding under Legacy Parkway’s credit facilities.

More Definitions of UPREIT Reorganization

UPREIT Reorganization means a reorganization of the Company and its subsidiaries into an umbrella partnership real estate investment trust, including by converting WPC Holdco LLC, a direct wholly-owned subsidiary of the Company that currently owns all or substantially all of the Company’s assets, into a limited partnership (the “Operating Partnership”), in which the Company owns all or substantially all of the equity interests, including all of the non-economic equity interests of the general partner thereof.

UPREIT Reorganization means a reorganization of the Guarantor and its subsidiaries into an umbrella partnership real estate investment trust, including by converting WPC Holdco LLC, a direct wholly-owned subsidiary of the Guarantor that currently owns all or substantially all of the Guarantor’s assets, into a limited partnership (the “operating partnership”), in which the Guarantor would initially own all or substantially all of the equity interests in the Operating Partnership, including all of the non-economic equity interests of the general partner thereof.

UPREIT Reorganization means the “Reorganization” has defined in the 2016 Merger Agreement.