Partnership Merger Consideration definition

Partnership Merger Consideration. Section 2.1(b)(ii)

Partnership Merger Consideration means, in respect of each REIT I OP Unit (other than the REIT I Special Partnership Units), a number of Surviving Partnership OP Units equal to the Exchange Ratio.

Partnership Merger Consideration is defined in Section 2.2(a)(ii).

Examples of Partnership Merger Consideration in a sentence

• Subject to Section 2.04, all Titanium OP Units owned by the Titanium Family immediately prior to the Partnership Merger Effective Time other than the Titanium Family Remaining Units (such Titanium OP Units, the “Titanium Family Converting Units”) shall be converted into the Cash Partnership Merger Consideration (the “Titanium Family Partnership Merger Consideration” and, together with the Minority OP Partners Partnership Merger Consideration, the “Partnership Merger Consideration”), without interest.

• The Paying Agent shall make payments of the Company Merger Consideration and the Partnership Merger Consideration out of the Payment Fund in accordance with this Agreement.

• The Paying Agent shall make payments of the Per Company Common Share Merger Consideration and the Partnership Merger Consideration out of the Exchange Fund in accordance with this Agreement and the Articles of Merger.

• At the Partnership Merger Effective Time, the unit transfer book of Surviving Partnership shall reflect the REIT II OP Units issued to holders of the REIT I OP Units as part of the Partnership Merger Consideration.

• The parties intend that, for U.S. federal and state income Tax purposes, the Merger shall be treated as a taxable purchase of the Company Common Shares by Parent OP, and the Partnership Merger shall be treated as a taxable purchase of interests in the Operating Partnership to the extent such interests are exchanged for the Partnership Merger Consideration, and as a recapitalization of any remaining interests in the Operating Partnership.

More Definitions of Partnership Merger Consideration

Partnership Merger Consideration means cash in the amount of Fifty One Million Two Hundred Thousand Dollars ($51,200,000), without interest; subject to the following adjustments: (i) in the event the Beechwood Property is not sold prior to the Closing Date, the Partnership Merger Consideration shall be increased by Three Million One Hundred Thousand Dollars ($3,100,000), which amount shall be reduced by Fifty Percent (50%) of any cash received by Paladin OP from Xxxxxx Beechwood, LLC from the date hereof through the Closing Date but only such amounts solely related to the failure of the sale of the Beechwood Property to have occurred prior to the Closing Date; and (ii) an increase by the amount, if any, that the aggregate distributions actually received by Paladin OP from the California Property during the Pre-Closing Period are less than the amount set forth on Section 1.1(zz) of the Paladin Disclosure Schedule; or (iii) a decrease by the amount, if any, that the aggregate distributions actually received by Paladin OP from the California Property during the Pre-Closing Period are more than the amount set forth on Section 1.1(zz) of the Paladin Disclosure Schedule, subject to a cap on the adjustments for subsections (ii) and (iii) of $150,000.

Partnership Merger Consideration means, (i) in respect of each REIT I OP Unit, a number of REIT I OP Class E Units equal to the Exchange Ratio and (ii) in respect of each REIT II OP Unit, one (1) unit of limited partnership interest of the Surviving Partnership of like class. “Permitted Liens” means any of the following: (i) Liens for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established; (ii) mechanics and materialmen’s Liens for amounts incurred in the ordinary course of business and which are not yet due and payable or are being contested in good faith or such Liens which have been filed of record but which have been bonded over or otherwise insured against; (iii) with respect to any real property, post-closing escrow agreements, leases, license agreements and similar occupancy agreements, contribution and tax protection agreements, bottom dollar guarantees, terms and provisions of any joint venture agreements existing at the date of this Agreement, Liens that are zoning regulations, entitlements (including associated security instruments encumbering any land for which REIT I or REIT II has an option to purchase) or other land use or environmental regulations by any Governmental Authority; (iv) with respect to REIT II, Liens that are disclosed on Section 1.1(b) of the REIT II Disclosure Letter (together will associated documentation which evidences or secures such Liens, including, without limitation, notes, mortgages, deeds of trust, assignments of leases and rents, guarantees, pledge agreements and similar documentation), and with respect REIT I, Liens that are disclosed on Section 1.1(a) of the REIT I Disclosure Letter (together will associated documentation which evidences or secures such Liens, including, without limitation, notes, mortgages, deeds of trust, assignments of leases and rents, guarantees, pledge agreements and similar documentation); (v) with respect to REIT II, Liens that are disclosed on the most recent consolidated balance sheet of REIT II, or notes thereto (or securing liabilities reflected on such balance sheet), and with respect to REIT I, Liens that are disclosed on the most recent consolidated balance sheet of REIT I, or notes thereto (or securing liabilities reflected on such balance sheet); (vi) with respect to REIT II or REIT I, arising pursuant to any Material Contracts of such Party; (vii) with respect to any real property of REIT II or R...

Partnership Merger Consideration means the conversion of each Physicians Realty L.P. OP Unit into a number of units in the Partnership Surviving Entity equal to the Exchange Ratio.

Partnership Merger Consideration means the aggregate consideration that the Cash-Out Limited Partners are entitled to receive in connection with the Partnership Merger as determined pursuant to Section 3.2.

Partnership Merger Consideration has the meaning set forth in Section 3.03.

Partnership Merger Consideration means, in respect of each SSGT OP Unit (which excludes the SSGT Special Limited Partner Interest), a number of Surviving Partnership OP Units equal to the Exchange Ratio.

Partnership Merger Consideration is defined in Section 2.2(a)(ii) . “Partnership Merger Effective Time” is defined in Section 1.3. “Partnership Unit” is defined in Section 3.3(b) . “Permitted Title Exceptions” is defined in Section 3.16(b) . “Per Share Cash Consideration” is defined in Section 2.1(a)(ii) .