DREIT definition
Examples of DREIT in a sentence
In the event that the Partnership determines that the Subsidiary REIT does not qualify as a D-REIT or, upon a contemplated change of direct or indirect ownership of Partnership Interests (pursuant to a permitted assignment under Section 5.1(b) or otherwise), would cease to so qualify, the Partnership shall provide prompt notice of such actual or anticipated change to the Partners.
For the avoidance of doubt, such commercially reasonable efforts shall be deemed to include consent and cooperation in allowing a Preferred Partner to Transfer its Partnership Interest to an Affiliate or a continuing Preferred Partner prior to the time the Subsidiary REIT would otherwise cease to qualify as a D-REIT; provided, that such Transfer would not cause the Subsidiary REIT to cease to qualify as a REIT (as determined by the General Partner in its reasonable discretion).
Further to such intention, the Partnership shall use commercially reasonable efforts to establish and document the Subsidiary REIT’s status as a D-REIT at all relevant times.
If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have DREIT provide such Additional Funds to the Partnership through loans or otherwise.
In the event any DREIT Shares are exchanged by DREIT pursuant to such offer, the Partnership shall redeem an equivalent number of DREIT Partnership Units for an equivalent purchase price based on the application of the Conversion Factor.
In connection with the foregoing, and without limiting DREIT’s right in its sole discretion to determine its status as a REIT, the Partners acknowledge that DREIT’s status as a REIT will inure to the benefit of all the Partners and not solely to DREIT.
In the event DREIT redeems any DREIT Shares, then the General Partner shall cause the Partnership to purchase from DREIT a number of Partnership Units as determined based on the application of the Conversion Factor on the same terms that DREIT exchanged such DREIT Shares.
Moreover, if DREIT makes a cash tender offer or other offer to acquire DREIT Shares, then the General Partner shall cause the Partnership to make a corresponding offer to DREIT to acquire an equal number of Partnership Units held by DREIT.
The Survivor also shall in good faith modify the definition of DREIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible.
Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of DREIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation.