Consideration and Exchange of Partnership Units Sample Clauses

Consideration and Exchange of Partnership Units. Subject to Section 1.3, the Operating Partnership shall, in exchange for the Partnership Interests, transfer to the Contributor the aggregate number of Partnership Units having a value, based on one Partnership Unit being equal in value to the Public Offering price for one share of the Company's common stock, equal to the value of the Total Consideration indicated on Exhibit A. The transfer of the Partnership Units to Contributor shall be evidenced by either an amendment (the "Amendment") to the OP Agreement or by certificates relating to such Partnership Units (the "Certificates"), in either case, as determined by the Operating Partnership, in such form as shall be reasonably acceptable to the Contributor. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreements and the OP Agreement in order to effect the transactions contemplated hereby.
Sample 1Sample 2Sample 3See All (6)
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Consideration and Exchange of Partnership Units. Subject to Section 1.6, the Operating Partnership shall, in exchange for the Partnership Interests, the Property Interests (if any), the Contributed Assets, the Assumed Liabilities and the Assumed Agreements, transfer to each Contributor the number of Partnership Units having a value, based on one Partnership Unit being equal in value to the Public Offering price for one share of the Company's common stock, equal to the value of such Contributor's Total Consideration indicated on Exhibit A. The transfer of the Partnership Units to each Contributor shall be evidenced by either an amendment (the "Amendment") to the OP Agreement or by certificates relating to such Partnership Units (the "Certificates") in either case, as determined by the Operating Partnership, in such form as shall be reasonably acceptable to each such Contributor. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreements and the OP Agreement in order to effect the transactions contemplated hereby.
Sample 1Sample 2Sample 3See All (5)
Consideration and Exchange of Partnership Units. Subject to Section 1.3, the Operating Partnership shall, in exchange for the Partnership Interests, transfer to Contributor the number of Partnership Units having a value, based on one Partnership Unit being equal in value to the Public Offering price for one share of the Company's common stock, equal to the value of Contributor's Total Consideration indicated on Exhibit A. The transfer of the Partnership Units to Contributor shall be evidenced by either an amendment (the "Amendment") to the OP Agreement or by certificates relating to such Partnership Units (the "Certificates") in either case, as determined by the Operating Partnership, in such form as shall be reasonably acceptable to Contributor. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreements and the OP Agreement in order to effect the transactions contemplated hereby. Notwithstanding the foregoing, the Operating Partnership reserves the right, at its option, to be exercised in the Operating Partnership's sole and absolute discretion, to acquire the Partnership Interests for a cash payment, equal to the value of Contributor's Total Consideration indicated on Exhibit A, effectuated by wire-transfer at Closing in lieu of the transfer of Partnership Units (the "Cash-Out Option"). If the Operating Partnership elects to exercise this Cash-Out Option, it shall notify Contributor at least one day prior to the Closing Date of its intention to pay Contributor cash at Closing.
Sample 1Sample 2
Consideration and Exchange of Partnership Units. Subject to Section 1.6, the Operating Partnership shall, in exchange for the Partnership Interests, the Property Interests (if any), the Contributed Assets, the Assumed Liabilities and the Assumed Agreements, transfer to the Contributor the number of Partnership Units set forth on Exhibit D. The transfer of the Partnership Units to the Contributor shall be evidenced by either an amendment (the “Amendment”) to the OP Agreement or by certificates relating to such Partnership Units (the “Certificates”) in either case, as determined by the Operating Partnership, in such form as shall be reasonably acceptable to the Contributor. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreements and the OP Agreement in order to effect the transactions contemplated hereby.
Sample 1
Consideration and Exchange of Partnership Units. Subject to Section 1.7, the Operating Partnership shall, in exchange for the Property Interests, the Contributed Assets, the Assumed Liabilities and the Assumed Agreements, transfer to the Contributors consideration equal to the Contributors’ “Total Consideration” as indicated on Exhibit D (taking account of any adjustments to the Total Consideration pursuant to this Agreement), which shall be payable as set forth on Exhibit D. For purposes of any adjustment to Total Consideration pursuant to Sections 1.11 and 4.1(d), the Total Consideration shall be reduced by the number of Partnership Units equal to the dollar value of such adjustment divided by Twenty Dollars ($20.00). The transfer of the Partnership Units to the Contributors shall be evidenced by either an amendment (the “Amendment”) to the OP Agreement or by certificates relating to such Partnership Units (the “Certificates”) in either case, as determined by the Operating Partnership, in such form as shall be reasonably acceptable to the Contributors. The parties shall take such additional actions and execute such additional documentation as may be required by such party’s operating agreement and the OP Agreement in order to effect the transactions contemplated hereby.
Sample 1
Consideration and Exchange of Partnership Units. Subject to Section 1.3, the Operating Partnership shall, in exchange for the Partnership Interest, transfer to the Contributor a total of 244,704 Partnership Units (the “Total Consideration”) as such Total Consideration may be adjusted pursuant to Exhibit B attached hereto. The transfer of the Partnership Units to the Contributor shall be evidenced by either an amendment (the “Amendment”) to the OP Agreement or by certificates relating to such Partnership Units (the “Certificates”) in either case, as determined by the Operating Partnership, in such form as shall be reasonably acceptable to the Contributor. The parties shall take such additional actions and execute such additional documentation as may be required by the relevant Partnership Agreements and the OP Agreement in order to effect the transactions contemplated hereby.
Sample 1

Related to Consideration and Exchange of Partnership Units

  • Transfer and Exchange of Global Warrants The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement and the procedures of the Depositary therefor.

  • Registration of Transfer and Exchange of Preferred Securities Certificates The Securities Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Securities Register in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for the registration of Preferred Securities Certificates and the Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.08, the Administrative Trustees shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication by the Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any Preferred Securities that have been called for redemption. At the option of a Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.08. Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustees and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Securities Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities Certificates.

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

  • Transfer and Exchange of Beneficial Interests in the Global Securities The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following provisions of this Section 2.06, as applicable:

  • Transfer and Exchange of Beneficial Interests in Global Notes The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Transfer Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

  • Transfer and Exchange of Beneficial Interests in the Global Notes The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

  • Transfer and Exchange of Definitive Securities When Definitive Securities are presented to the Registrar with a request:

  • Transfer and Exchange of Warrants The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

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