Exchange of Series 3 Units for Managing General Partner Units Sample Clauses

Exchange of Series 3 Units for Managing General Partner Units. Immediately following BPY’s purchase of Series 3 Units, BPY shall exchange such Series 3 Units for (i) that number of Managing General Partner Units equal to the number of BPY Units included in the Redemption Consideration or the Exchange Consideration, as applicable, and (ii) if applicable, a cheque in the amount of all accrued (whether or not declared) and unpaid cash distributions on such Series 3 Units, less any tax required to be deducted and withheld. In addition to any other Units previously held by BPY, BPY will be considered and deemed for all purposes to be the holder of the number of Managing General Partner Units equal to the number of Series 3 Units exchanged pursuant to the Preferred Call Right.