Termination Transaction Sample Clauses
Termination Transaction. In the case of a Termination Transaction occurring prior to the applicable Series A Preferred Unit Conversion Date with respect to any Series A Preferred Partnership Units, then, at the effective time of such Termination Transaction, each Series A Preferred Partnership Unit shall be converted into a right to receive the kind and amount of securities or other property or assets (including cash or any combination thereof) that a holder of Series A Preferred Partnership Units would have received in respect of Class A Units issuable upon conversion of such Series A Preferred Partnership Units immediately prior to such Termination Transaction, as determined in accordance with Section 5 hereof (assuming that such conversion had taken place immediately prior to the consummation of the Termination Transaction) (such consideration, the “Termination Conversion Consideration”); provided, however, that, in the event that the Consent of the Outside Limited Partners is required to be obtained pursuant to Section 11.2B(i) of the Partnership Agreement with respect to any applicable Termination Transaction, then each holder of the Series A Preferred Partnership Units shall have the right to elect, in lieu of receipt of the Termination Conversion Consideration, effective immediately prior to the consummation of the Termination Transaction, that each Series A Preferred Partnership Unit held by it shall be converted into the right to receive the kind and amount of securities or other property or assets (including cash or any combination thereof) that a holder of Series A Preferred Partnership Units would have received in respect of the number of Shares held by such holder if, immediately prior to the consummation of the Termination Transaction, the holder had (i) received the number of Class A Units issuable upon conversion of such Series A Preferred Partnership Unit, as determined in accordance with Section 5 hereof (assuming that such conversion had taken place immediately prior to the consummation of the Termination Transaction), and (ii) redeemed the Class A Units received pursuant to clause (i) of this Section 6 into for a number of Shares issuable upon redemption of such Class A Units in accordance with Section 8.6 of the Partnership Agreement (assuming that such redemption had taken place immediately prior to the consummation of the Termination Transaction).
Termination Transaction. The General Partner Entity shall not engage in any merger (including, without limitation, a triangular merger), consolidation or other combination with or into another Person (other than any transaction permitted by Section 11.2.A), sale of all or substantially all of its assets or any reclassification, recapitalization or other similar change in the outstanding Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “Conversion Factor”) (“Termination Transaction”), unless: (i) the Termination Transaction has been approved by the Consent of Partners holding Partnership Interests representing more than fifty percent (50%) of the Percentage Interest of the Class A Units (including Class A Units held by the General Partner), and (ii) all Partners either will receive, or will have the right to receive, in connection with the Termination Transaction, for each Partnership Unit, an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid to a holder of Shares, if any, corresponding to such Unit in consideration of one such Share at any time during the period from and after the date on which the Termination Transaction is consummated; provided, however, that, if in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the percentage required for the approval of mergers under the organizational documents of the General Partner Entity, each holder of Partnership Units shall receive, or shall have the right to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised the Redemption Right and received Shares in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer.
Termination Transaction. 13 Title 8..........................................................................................................13
Termination Transaction. Notwithstanding anything to the contrary contained in the Spie▇▇▇ ▇▇▇tnership Agreement, if the REIT and/or Spie▇▇▇ ▇▇▇age in any merger, consolidation or other combination with or into another Person, sale of all or substantially all of its assets, or any reclassification, recapitalization or change of its outstanding equity interests during the Full Protection Period (a "Termination Transaction"), without diminishing any rights of any Applicable Partner, or any obligations of Spie▇▇▇, ▇▇der Section 9.1 above, the REIT and Spie▇▇▇ ▇▇▇ee to use their best efforts to accomplish the Termination Transaction and all related transactions in manner that provides tax-deferred or non-taxable treatment for the Contributors and the Applicable Partners, provided that in no event shall any Contributor or Applicable Partner have any right to enjoin, delay, prevent or impede any such Termination Transaction, and each Contributor and Applicable Partner hereby waives any and all rights and remedies it may have in equity with respect to any breach by Spie▇▇▇ ▇▇ any of its obligations under this Section 9.5, but will retain any and all rights and remedies to recover damages at law in the event that Spie▇▇▇ ▇▇▇aches this Section 9.5 (including reasonable attorneys' fees and costs, and interest on the amount of damages owed by Spie▇▇▇ ▇▇▇m the date the Applicable Partner paid such damages to the time Spie▇▇▇ ▇▇▇s such amounts to the Applicable Partner at the rate(s) established from time to time under Section 6621(a) of the Code), or as set forth in Section 9.1(c) above if such Termination Transaction results in Spie▇▇▇ ▇▇▇aching any of its obligations set forth in Section 9.1(a) or (b) above.
Termination Transaction. In the case of a Termination Transaction , then, at the effective time of such Termination Transaction, each outstanding Series A Preferred Partnership Unit shall be converted into a right to receive the kind and amount of securities or other property or assets (including cash or any combination thereof) that the holder of such Series A Preferred Partnership Unit would have received in respect of one Class A Unit issuable upon conversion of such Series A Preferred Partnership Unit immediately prior to such Termination Transaction, as determined in accordance with Section 5 hereof (assuming that such conversion had taken place immediately prior to the consummation of the Termination Transaction).
Termination Transaction. 60 ARTICLE X
Termination Transaction. (a) In the event that (i) Purchaser has not received the Three Year Acceptance Notice on or before the Three Year Option Date, (ii) Purchaser is not obligated to pay the Purchaser Trigger Contingent Consideration pursuant to Section 2.2.5.1 of this Agreement, (iii) Purchaser is not obligated to pay the Four Year Contingent Consideration pursuant to 2.2.5.2 of this Agreement, and (iv) a Change of Control Transaction has not been consummated, Purchaser shall (during the one (1) year period commencing on the day immediately following the Four Year Trigger Date (the “Sale Period”)) use its commercially reasonable efforts to consummate a Termination Transaction, or cause a Termination Transaction to be consummated, as soon as reasonably practicable, following the Four Year Option Date. The parties hereby agree that (A) as soon as reasonably practicable following the Four Year Option Date, Purchaser shall notify Seller of the proposed investment bank (the “Investment Bank”) selected by Purchaser to conduct the sale process (which Investment Bank shall be reasonably acceptable to Seller (it being understood and agreed by Seller that Purchaser need not select an Investment Bank unless and until Purchaser has received from Seller Seller’s written notice indicating such Investment Bank is acceptable to Seller, which notice of acceptance shall not be unreasonably withheld or delayed following Purchaser’s request therefor)); (B) Seller shall have access to, and shall have the ability to ask questions about the sale process of, Purchaser and, if applicable, the Investment Bank, provided that an officer of Purchaser, designated by the Board of Directors of P&F is present during each such opportunity; (C) Purchaser shall provide Seller with copies of all marketing materials created by Purchaser or the Investment Bank and used in the sale process and information on the terms and conditions of all bids submitted for Purchaser; and (D) Seller shall, upon its request, be kept advised by Purchaser regarding the timing, structure, pricing, contingencies and other material terms and conditions of the Termination Transaction; provided, however, that the timing, structure, pricing, contingencies and all other terms and conditions of the (and whether or not to consummate any) Termination Transaction shall be determined by Purchaser, in its sole and absolute discretion, which shall be final, conclusive and binding.
(b) Contemporaneously with the consummation of a Termination Transa...