LP Units. 3.3.1. The Total LP Unit Amount shall be paid by the UPREIT’s delivery of 505,620 Common Units in the UPREIT pursuant to the UPREIT Agreement, which is incorporated by reference herein (collectively, the “LP Units”). The Total LP Unit Amount and the allocation thereof are set forth in the LP Unit Schedule (as defined below). The LP Units issued to Contributor shall be redeemable for shares of common stock of the REIT (“Stock”) or cash (or a combination thereof) in accordance with the redemption procedures described in the UPREIT Agreement.
LP Units. Effective as of the Merger Effective Date, the Partnership is hereby authorized to issue LP Units.
LP Units. At the Closing, Transferor, or certain partners of Transferor designated by Transferor on Schedule VIII attached hereto as updated pursuant to Section 6.2(a) hereof, shall collectively receive a number of LP Units that shall be equal to (A) the difference between the Exchange Value attributable to Transferor and the amount of the Cash Payment pursuant to clause (i), divided by (B) the REIT Stock Price.
LP Units. The Partnership is hereby authorized to issue LP Units. All LP Units issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding immediately following the Effective Time and shall be governed by the terms of this Agreement.
LP Units. (i) The Total LP Unit Amount shall be paid by the UPREIT's delivery of Partnership Units (as that term is defined in the Partnership Agreement, as defined below) in the UPREIT (the "LP UNITS"). The Total LP Unit Amount and the allocation thereof shall be set forth in the LP Unit Schedule (as defined below). The LP Units shall be redeemable for shares of common stock of the REIT ("STOCK") or cash (or a combination thereof) in accordance with the redemption procedures described in the Partnership Agreement. Contributor acknowledges that the LP Units are not certificated and that, therefore, the issuance of the LP Units shall be evidenced by the execution and delivery of an amendment to the Partnership Agreement, which amendment shall be executed and delivered by the REIT at Closing (the "AMENDMENT").
LP Units. (i) Except as otherwise described in this Section 1.2(b) and except as to restrictions on transferability set forth in Sections 3.25(a) and 3.25(c), the rights of a holder with respect to each LP Unit issued hereunder as to distributions from Buyer will (subject to the proviso which follows) be identical to the rights of holders of LP Units listed on the Exchange; provided, however, that distributions in respect of the calendar quarter in which the Closing Date occurs made to holders of any of the Purchase Price LP Units that are holders of record on the First Quarter-End Date shall equal on a per LP Unit basis the distributions made for such quarter in respect of each LP Unit listed on the Exchange multiplied by a fraction, the numerator of which is equal to the number of days between the Closing Date and the First Quarter-End Date and the denominator of which is equal to the number of days in the calendar quarter in which the Closing Date falls. Except as provided above in this Section 1.2(b), Buyer will treat the LP Units issued hereunder as possessing the same book capital accounts (on a per LP Unit basis) and as entitled to the same distributions (including distributions in complete liquidation of Buyer) as LP Units traded on the Exchange and will, to the extent permitted by applicable law, treat each LP Unit issued hereunder as fungible with LP Units listed on the Exchange following the sale of such LP Unit in a public market. Buyer may adopt such conventions as are necessary or desirable to obtain the foregoing results.
LP Units. Any LP Units issued by Buyer to Seller hereunder, when issued by Buyer to Seller, will be valid and, subject to the qualifications set forth herein, fully paid and nonassessable limited partnership units in Buyer, as to which the limited partners of Buyer will have no liability in excess of their share of Buyer's assets and undistributed profits (subject to the obligations of limited partners under Buyer's agreement of limited partnership and Delaware law).
LP Units. (a) The interests of the Limited Partners in the Fund will be divided into and represented by various classes of units, namely an unlimited number of Class A Units (the “Class A LP Units”), an unlimited number of Class B Units (the “Class B LP Units”) and an unlimited number of Class C Units (the “Class C LP Units”, and collectively, the “LP Units”), issued to the Limited Partners at a subscription price of $1.00 per LP Unit, each such LP Unit representing a proportionate share of the aggregate interests of the Limited Partners in the Fund. A partnership interest is movable property. A Partner has no interest in specific Fund property by way of his, her or its LP Units.
LP Units. The 99.99% interest in the Partnership of the Limited Partners will be divided into and represented by LP Units.
LP Units. At the Closing, Transferor, or certain partners of Transferor designated by Transferor on Schedule VIII attached hereto as updated pursuant to Section 6.2(a) hereof, shall collectively receive a number of LP Units that shall be equal to (A) the difference between the Exchange Value attributable to Transferor and the amount of the Asset Transfer Cash Payment pursuant to clause (i), divided by (B) the REIT Stock Price; provided, however, if such calculation would result in the distribution to the Transferor, or certain partners of Transferor, of a fraction of an LP Unit, such fractional share shall be rounded to the nearest whole LP Unit. In the event Transferor distributes the Asset Transfer Cash Payment to certain partners of Transferor, Transferor shall distribute a number of LP Units to each of its partners equal to (A) the difference between the Exchange Value attributable to each partner's interest in Transferor and the amount of the Asset Transfer Cash Payment distributed to such partner, divided by (B) the REIT Stock Price.
