CONVERSION OF PARTNERSHIP INTERESTS. (a) Under and subject to the terms and conditions of the respective Formation Transaction Documentation, as the result of an irrevocable election indicated on a Consent Form submitted by a Pre-Formation Participant or as a result of the failure of a Pre-Formation Participant to submit a Consent Form, each Pre-Formation Participant is irrevocably bound to accept and entitled to receive, either in the Contribution or as a result of and upon consummation of the Merger or other Formation Transactions, a specified share of the pre-IPO equity value of the Xxxxxxx Xxxxxx Entities in the form of the right to receive cash, REIT Shares or OP Units. The "
CONVERSION OF PARTNERSHIP INTERESTS. At the Effxxxxxx Xxxx each of the outstanding interests in the Merged Partnership and the General Partnership Interest (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below. "Conversion Price" means the Consideration less the principal amount at the Effective Time of the existing mortgage loans (collectively the "Existing Loan") covering the Merged Partnership's property in favor of IDS Life Insurance Company of New York (the "Existing Lender") less the amount specified by the General Partner as described in Section 3.11 and less the Reserve Amount multiplied by the percentage interest of the Interest in the General Partnership. "Reserve Amount" means the sum of: (a) an amount equal to the current liabilities of the Merged Partnership and the General Partnership at the Effective Time (other than the principal amount of the Existing Loan) (the "Liabilities Reserve") and (b) $84,000 (the "Indemnity Reserve"); provided, however, that the Reserve Amount shall be reduced in proportion to the Interests of partners of the Merged Partnership ("Dissenting Partners") who have properly indicated their intention to seek payment of the fair value of their interests under Section 121-1102 of the New York Law. The Reserve Amount shall be held and disbursed by the Disbursing Agent (as defined in Section 3.3) as described in Sections 3.4 and 3.13. "Deferred Consideration Right" with respect to each of the Interests means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership and the General Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership or Quinn which survive Xxxxxng (but only during the period of such survival) ("Indemnity Claims") multiplied by (a) the percentage interest of the Interest in the General Partnership, in the case of the General Partnership Interest, or (b) the percentage interest of the Interest in the Merged Partnership multiplied by the Merged Partnership's percentage interest in the General Partnership, in the case of the Interests in the Merged Partnership. As of the Effective Time, all Interests in the Merged Partnershi...
CONVERSION OF PARTNERSHIP INTERESTS. Subject to the terms and conditions of this Agreement, at the Effective Time, and by virtue of the Merger and without any action on the part of Parent, the Parent GP, Merger Sub, the Partnership, Partnership GP or Partnership Managing GP or any of their respective affiliates or any holder of securities of Parent, the Parent GP, Merger Sub, the Partnership, Partnership GP or Partnership Managing GP:
CONVERSION OF PARTNERSHIP INTERESTS. As of the Effective Time, by virtue of the Mergers and without any action on the part of any party hereto, any of the Transitory Partnerships, any Company LLC, any holder of any LP Interest or any holder of any GP Interest:
CONVERSION OF PARTNERSHIP INTERESTS. 5 2.1 Conversion of Company Units and General Partnership Interest . . . . . . . . . . . . . . . . . . . . . 5 2.2
CONVERSION OF PARTNERSHIP INTERESTS. EXCHANGE OF CERTIFICATES 3 Section 2.1 Effect on Partnership Interests 3 Section 2.2 Exchange of Certificates 4 Section 2.3 Timing for Rollover Interests 7
CONVERSION OF PARTNERSHIP INTERESTS. (a) At the Second Effective Time, by virtue of the NGOP Merger and without any action on the part of NGOP, NGOP Merger Sub or the holders of the outstanding equity interests of NGOP or NGOP Merger Sub, each NGOP Common Unit issued and outstanding immediately prior to the Second Effective Time (other than those held by Newco, NGP, AGC, GEI or any of the Transferred Entities) shall be automatically converted into the right to receive one fully paid and nonassessable share of Newco Common Stock.
CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership interests in Merger Sub shall be cancelled, (B) the Units held by the Purchaser (including, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.61% limited partnership interest in the Surviving Partnership; (C) the 21.5 Units held by CBM Two shall be converted into a 1.39% limited partnership interest in the Surviving Partnership, and CBM Two's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 per Unit (or a pro rata portion thereof) in cash, which amount shall be reduced by legal fees and expenses awarded by the court to the class action plaintiffs in the Xxxxxx Litigation and which shall further be reduced by any amount owed by the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and (E) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value (as defined below) of such Unit. The Appraised Value of each Unit held by an Opt-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value of the Partnership's hotels (the "Hotels") as of the date that the order of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (each, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal...
CONVERSION OF PARTNERSHIP INTERESTS. Upon the Merger, and without any further action on the part of each Limited Partner, the Limited Partnership Interests and warrants to purchase Limited Partnership Interests beneficially owned by each of the Limited Partners whose names appear on Schedule A shall be converted into the right to receive Shares, cash or warrants to purchase Shares ("Warrants") in the form and content of Exhibit II attached hereto and by this reference incorporated herein, as the case may be, as more particularly shown on Schedule A. The general partnership interests in Capital held by the General Partner shall remain outstanding.
CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time (a) the 99.5% general partnership interest of Vancouver Mall LLC in Vancouver Mall, and all rights in respect thereof shall be converted into a 99.5% general partnership interest in Vancouver Mall II; and (b) the .5% general partnership interest of Vancouver Associates in Vancouver Mall shall be converted into a .5% limited partnership interest in Vancouver Mall II.
