LP Merger Sample Clauses
LP Merger. Subject in each case to Section 2.1(e) and Section 2.1(f), at the Effective Time, by virtue of the LP Merger and without any action on the part of the parties or the holders of any securities of the parties:
(A) 6,520,944 Partnership Common Units issued and outstanding immediately prior to the Effective Time and owned by Holdings (the “Sponsor Cash Units”) shall be converted into and shall thereafter represent the right to receive $150,000,000 in cash in the aggregate (the “Cash Consideration”) and each other Partnership Common Unit issued and outstanding immediately prior to the Effective Time owned by the Sponsor or its Subsidiaries (other than the Partnership) (the “Sponsor Equity Units” and, together with the Sponsor Cash Units, the “Sponsor Units”) shall be converted into and shall thereafter represent the right to receive 0.7680 (the “Sponsor Exchange Ratio”) Parent Common Units (the “Sponsor Equity Consideration and, together with the Cash Consideration, the “Sponsor LP Merger Consideration”); and
(B) each Partnership Common Unit issued and outstanding immediately prior to the Effective Time (other than the Sponsor Units), shall be converted into and shall thereafter represent the right to receive 0.8700 (the “Public Holder Exchange Ratio”) Parent Common Units (the “Public Holder Merger Consideration,” and together with Sponsor Equity Consideration, the “Equity Consideration”). Upon the exchange of Partnership Common Units for the Equity Consideration in accordance with this Article II, each Person that receives Parent Common Units shall be deemed to have made a capital contribution to Parent, and shall be admitted as a limited partner of Parent and Parent GP hereby consents to such admission.
LP Merger. Subject in each case to Section 2.1(h) and Section 2.1(i), at the Effective Time, by virtue of the LP Merger and without any action on the part of the parties or the holders of any securities of the parties, each Partnership Common Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into and shall thereafter represent the right to receive 0.8595 (the “Exchange Ratio”) Parent Common Units (the “LP Merger Consideration”). Upon the exchange of Partnership Common Units for the LP Merger Consideration in accordance with this Article II, each person that receives Parent Common Units shall be deemed to have made a capital contribution to Parent, shall be admitted as a limited partner of Parent and Parent GP hereby consents to such admission.
LP Merger. All Partnership Units converted into the right to receive the LP Merger Consideration pursuant to Section 3.1(c) will cease to be outstanding and will automatically be canceled and will cease to exist when converted as a result of and pursuant to the LP Merger. At the LP Merger Effective Time, each holder of a certificate representing Partnership Units (a “Certificate”) and each holder of non-certificated Partnership Units, represented by book-entry (“Book-Entry Units”) will cease to be a limited partner of the Partnership and cease to have any rights with respect thereto, except the right to receive, (i) the LP Merger Consideration, and (ii) any cash to be paid in lieu of any fractional share of Parent Common Stock or fractional Parent Opco Unit in accordance with Section 3.1(e); provided, however, that the rights of (A) any holder of a Partnership Restricted Unit will be as set forth in Section 3.5, and (B) holders of Excluded Partnership Units will be as set forth in Section 3.1(c)(iii). At the LP Merger Effective Time, the transfer books of the Partnership will be closed immediately and there will be no further registration of transfers on the transfer books of the Partnership with respect to Partnership Units.
LP Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA and the DLLCA, at the LP Merger Effective Time, Merger Sub 3 will merge with and into the Partnership, with the Partnership surviving the merger. As a result of the LP Merger, the separate existence of Merger Sub 3 will cease, and the Partnership will survive and continue to exist as a Delaware limited partnership (the Partnership, as the surviving entity in the LP Merger, sometimes being referred to herein as the “Surviving Partnership Entity”).
LP Merger. Subject to the provisions of this Agreement, at the LP Merger Effective Time, by virtue of the LP Merger and without any action on the part of Parent, Parent Opco, Merger Sub 3, the Partnership or any holder of Partnership Units: