OP Effective Time definition
Examples of OP Effective Time in a sentence
Each LP Unit issued and outstanding and owned by the Company, the Operating Partnership, or any of their respective wholly-owned Subsidiaries, or by the Purchaser Parties, or any of their wholly-owned Subsidiaries, immediately prior to the OP Effective Time (collectively, the “Excluded LP Units”) shall be cancelled automatically and shall cease to exist, without payment of any consideration being made in respect thereof.
Without limiting the generality of the foregoing sentence, and subject thereto, at the OP Effective Time, all properties, rights, privileges, powers and franchises of the Operating Partnership and OP Merger Sub shall vest in the Surviving Partnership, and all debts, liabilities and duties of the Operating Partnership and OP Merger Sub shall become the debts, liabilities and duties of the Surviving Partnership.
Prior to the OP Effective Time, Company L.P. shall use reasonable best efforts to redeem all of the outstanding Company L.P. Series B Preferred Units for a cash amount determined in accordance with the terms of the Company L.P. Partnership Agreement and any security issued in connection with the redemption of the Company L.P. Series B Preferred Units for cash.
On or after the OP Effective Time, any Company Common Units presented to the Surviving L.P. or Parent L.P. for any reason shall be converted into the OP Merger Consideration.
The OP Merger shall have no effect on the Operating Partnership’s outstanding Series B Preferred Units, and at and after the OP Effective Time, the Series B Preferred Units shall be the outstanding Series B Preferred Units of the Surviving Partnership.
Upon and after the OP Effective Time, the unit transfer books of the Operating Partnership shall be closed and there shall be no further registration of transfers of any Operating Partnership Units that were outstanding immediately prior to the OP Effective Time.
Each OP Common Unit issued and outstanding immediately prior to the OP Effective Time shall be converted automatically into the right to receive $23.50 (as adjusted to reflect adjustments to the OP Merger Consideration pursuant to Section 5.1(b)(i)) in cash, without interest (the aggregate of such amounts hereinafter referred to as the "OP Common Units Merger Consideration").
The Partnership Agreement of the Partnership immediately prior to the OP Effective Time shall continue as the agreement of limited partnership of the Surviving Partnership after the OP Effective Time.
After the OP Effective Time and pursuant to the Surviving Partnership Agreement, the Surviving Partnership LP Units shall not be convertible into Company Shares of the Company or the Surviving Entity.
The certificate of limited partnership of the Partnership immediately prior to the OP Effective Time shall continue as the certificate of limited partnership of the Surviving Partnership after the OP Effective Time.