Common use of Election Form Clause in Contracts

Election Form. The Consideration shall be payable in accordance with the election made by Contributor in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor (A) elected all or part of Contributor’s consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor shall receive OP Units in an amount determined in the manner described on Exhibit A hereto. The portion of the Consideration, if any, payable in cash is set forth on Exhibit A. Contributor agrees that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to Contributor if Contributor has represented to the Operating Partnership that Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.

Appears in 15 contracts

Samples: Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.)

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Election Form. The Consideration shall be payable in accordance with the election made by Contributor Contributors in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor Contributors (A) elected all or part of Contributor’s Contributors’ consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor Contributors shall receive an aggregate number of OP Units equal to the dollar amounts of the Consideration payable hereunder that Contributors have elected to receive in an amount determined OP Units as set forth in the manner described on Exhibit A heretoduly executed Election Form (the “Unit Election Percentage”) divided by the IPO Price (as defined herein). The portion remainder of the Consideration, if any, will be payable in cash is set forth on Exhibit A. Contributor agrees cash. Contributors agree that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to a Contributor if Contributor that has represented to the Operating Partnership that such Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to a Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.

Appears in 10 contracts

Samples: Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.)

Election Form. The Consideration shall be payable in accordance with the election made by Contributor in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor (A) elected all or part of Contributor’s consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation reasonably required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor shall receive an aggregate number of OP Units equal to the dollar amounts of the Consideration payable hereunder that Contributor has elected to receive in an amount determined OP Units as set forth in the manner described on Exhibit A heretoduly executed Election Form (the “Unit Election Percentage”) divided by the IPO Price (as defined herein). The portion remainder of the Consideration, if any, will be payable in cash is set forth on Exhibit A. cash. Contributor agrees agree that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to a Contributor if Contributor that has represented to the Operating Partnership that such Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to a Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.

Appears in 1 contract

Samples: Contribution Agreement (Armada Hoffler Properties, Inc.)

Election Form. The Consideration shall be payable in accordance with the election made by Contributor Contributors in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor Contributors (A) elected all or part of Contributor’s Contributors’ consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor Contributors shall receive an aggregate number of OP Units equal to the dollar amounts of the Consideration payable hereunder that Contributors have elected to receive in an amount determined OP Units as set forth in the manner described on Exhibit A heretoduly executed Election Form (the “Unit Election Percentage”) divided by the IPO Price (as defined herein). The portion remainder of the Consideration, if any, will be payable in cash is set forth on Exhibit A. Contributor agrees cash. Contributors agree that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to a Contributor if Contributor that has represented to the Operating Partnership that such Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposespurposes as required by applicable law. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.

Appears in 1 contract

Samples: Contribution Agreement (Armada Hoffler Properties, Inc.)

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Election Form. The Consideration shall be payable in accordance with the election made by Contributor Contributors in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor Contributors (A) elected all or part of Contributor’s Contributors’ consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation reasonably required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor Contributors shall receive an aggregate number of OP Units equal to the dollar amounts of the Consideration payable hereunder that Contributors have elected to receive in an amount determined OP Units as set forth in the manner described on Exhibit A heretoduly executed Election Form (the “Unit Election Percentage”) divided by the IPO Price (as defined herein). The portion remainder of the Consideration, if any, will be payable in cash is set forth on Exhibit A. Contributor agrees cash. Contributors agree that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to a Contributor if Contributor that has represented to the Operating Partnership that such Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to a Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.

Appears in 1 contract

Samples: Contribution Agreement (Armada Hoffler Properties, Inc.)

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