Contribution Consideration. a. In consideration of the contribution of the Contributor Assets, Acquiror at the Closing shall issue a number of OP Units to each Contributor evidencing the capital of such Contributor as more specifically provided for in the Partnership Agreement. Such consideration shall be referred to in this Agreement as the "Contribution Consideration." If the determination of the Contribution Consideration is determined to result in a fractional number of OP Units to be delivered to each Contributor, Acquiror shall round that fraction up to the nearest whole number of OP Units. b. The OP Units shall be redeemable for Common Shares or cash (or a combination thereof) in accordance with the procedures described in the Partnership Agreement. Contributors acknowledge that the OP Units will not be certificated and that, therefore, the issuance of the OP Units shall be evidenced by the execution and delivery of an amendment to the Partnership Agreement in a form mutually agreed upon by the parties, which amendment shall be executed and delivered by the REIT GP at the Closing (the "Amendment"), at which time each Contributor shall be admitted to Acquiror as a limited partner of Acquiror. c. Each Contributor has delivered to Acquiror, or to any other party designated by Acquiror, a completed accredited investor questionnaire in substantially the form set forth of Exhibit B to this Agreement, providing, among other things, information concerning each Contributor's status as an Accredited Investor. At or prior to the Closing Date, each Contributor shall provide or cause to be provided to Acquiror, or to any other party designated by Acquiror, an updated accredited investor questionnaire if requested by Acquiror.
Appears in 1 contract
Contribution Consideration. a. (a) In consideration of the contribution of the Contributor AssetsMembership Interest by each Contributor, Acquiror at the Closing shall issue a number of OP Units to each Contributor evidencing equal to the capital cash value of the LP Interests of such Contributor as more specifically contributed to the Acquiror; provided for in that the Partnership AgreementOP Units shall be valued based on the average of the closing price of the Common Shares as reported on the New York Stock Exchange during the period of the most recent ten (10) trading days, ending on the last trading day before the Closing Date. Such consideration shall be referred to in this Agreement as the "“Contribution Consideration." ” If the determination of the Contribution Consideration is determined to result results in a fractional number of OP Units to be delivered to each Contributor, Acquiror shall round that fraction up to the nearest whole number of OP Units.
b. (b) The OP Units shall be redeemable for Common Shares or cash (or a combination thereof) in accordance with the procedures described in the Partnership Agreement. Contributors acknowledge Each Contributor acknowledges that the OP Units will not be certificated and that, therefore, the issuance of the OP Units shall be evidenced by the execution and delivery a Schedule of an amendment Partners to be attached to the Partnership Agreement in a form mutually agreed upon Agreement, as such schedule may be updated from time to time by the parties, which amendment shall be executed and delivered by Acquiror in accordance with the REIT GP at terms of the Closing (the "Amendment"), at which time each Partnership Agreement. Each Contributor shall be admitted to Acquiror as a limited partner of Acquiror.
c. Each Contributor has delivered Acquiror upon execution of such documents as are required to Acquiror, or to any other party designated be executed by Acquiror, a completed accredited investor questionnaire in substantially new limited partners under the form set forth terms of Exhibit B to this the Partnership Agreement, providing, among other things, information concerning each Contributor's status as an Accredited Investor. At or prior to and upon the Closing Date, approval of the admission of each Contributor shall provide or cause to be provided to Acquiror, or to any other party designated as a new limited partner by Acquiror, an updated accredited investor questionnaire if requested by Acquirorthe REIT GP.
Appears in 1 contract
Contribution Consideration. a. (a) In consideration of the contribution of the Contributor AssetsLP Interests by each Contributor, Acquiror at the Closing shall issue a number of OP Units to each Contributor evidencing equal to the capital cash value of the LP Interests of such Contributor as more specifically contributed to the Acquiror; provided for in that the Partnership AgreementOP Units shall be valued based on the average of the closing price of the Common Shares as reported on the New York Stock Exchange during the period of the most recent ten (10) trading days, ending on the last trading day before the Closing Date. Such consideration shall be referred to in this Agreement as the "“Contribution Consideration." ” If the determination of the Contribution Consideration is determined to result results in a fractional number of OP Units to be delivered to each Contributor, Acquiror shall round that fraction up to the nearest whole number of OP Units.
b. (b) The OP Units shall be redeemable for Common Shares or cash (or a combination thereof) in accordance with the procedures described in the Partnership Agreement. Contributors acknowledge Each Contributor acknowledges that the OP Units will not be certificated and that, therefore, the issuance of the OP Units shall be evidenced by the execution and delivery a Schedule of an amendment Partners to be attached to the Partnership Agreement Agreement, as such schedule may be updated from time to time by Acquiror in a form mutually agreed upon by accordance with the parties, which amendment shall be executed and delivered by terms of the REIT GP at the Closing (the "Amendment"), at which time each Partnership Agreement. Each Contributor shall be admitted to Acquiror as a limited partner of Acquiror.
c. Each Contributor has delivered Acquiror upon execution of such documents as are required to Acquiror, or to any other party designated be executed by Acquiror, a completed accredited investor questionnaire in substantially new limited partners under the form set forth terms of Exhibit B to this the Partnership Agreement, providing, among other things, information concerning each Contributor's status as an Accredited Investor. At or prior to and upon the Closing Date, approval of the admission of each Contributor shall provide or cause to be provided to Acquiror, or to any other party designated as a new limited partner by Acquiror, an updated accredited investor questionnaire if requested by Acquirorthe REIT GP.
Appears in 1 contract