REIT Merger Consideration definition

REIT Merger Consideration means the aggregate consideration that all holders of the Company Common Shares, other than the Cancelled Shares, are entitled to receive as determined pursuant to Section 3.1.

REIT Merger Consideration means the aggregate consideration that all holders of the Company Common Shares are entitled to receive as determined pursuant to Section 3.1 (for the avoidance of doubt, excluding the Share Award Payments).

REIT Merger Consideration has the meaning set forth in Section 2.7(a)(i).

Examples of REIT Merger Consideration in a sentence

• All shares to be issued by CCI as REIT Merger Consideration, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

• Though phasing the project may be considered, the Assessor’s office plans to vacate the area during construction.

• The Company Board has received the written opinion of the Company Financial Advisor to the effect that, based on, and subject to the various assumptions and qualifications set forth in such opinion, as of the date of such opinion, the REIT Merger Consideration to be received by the Company's stockholders pursuant to this Agreement is fair from a financial point of view to the Company's stockholders.

• None of Parent, the Company, the REIT Surviving Entity, the Exchange Agent, or any employee, officer, trustee, director, agent or Affiliate thereof, shall be liable to any Person in respect of the REIT Merger Consideration if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• As promptly as practicable after the Effective Time, AIMCO shall hold, in trust for the benefit of holders of Certificates, cash in an amount sufficient to pay the aggregate cash portion of the REIT Merger Consideration plus the option payout and warrant payout amounts and (ii) the cash payable in respect of fractional shares pursuant to Section 2.3(d) (collectively, the "Exchange Fund").

More Definitions of REIT Merger Consideration

REIT Merger Consideration shall have the meaning given thereto in Section 1.07(a).

REIT Merger Consideration means, in respect of any share of REIT I Common Stock, and subject to the provisions of Section 3.2, either (x) the right to receive the Cash Consideration or (y) the right to receive the Stock Consideration.

REIT Merger Consideration means the REIT Common Consideration, the REIT Common Deferred Consideration and the REIT Preferred Consideration.

REIT Merger Consideration means the Common Stock Merger Consideration and the Preferred Stock Merger Consideration. “REIT I Benefit Plan” means each (i) employee benefit plan (as defined in Section 3(3) of ERISA), (ii) nonqualified deferred compensation plan (as defined in Section 409A of the Code), or (iii) employment, severance, change-in-control, bonus, incentive, equity or equity-based compensation, health, welfare, fringe benefit, retirement, and any other compensatory or employee benefit plan, contract or arrangement of any kind (whether or not subject to ERISA, written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated), and any trust, escrow, insurance contract, or other funding mechanism related thereto now in effect or required in the future as a result of the transaction, under which any present or former employee, independent contractor, officer or director of REIT I or any REIT I Subsidiary has any present or future right to benefits, which is sponsored, maintained, or contributed to by REIT I or any REIT I Subsidiary, or any of their respective ERISA Affiliates. “REIT I Bylaws” means the Bylaws of REIT I, as amended and in effect on the date hereof. “REIT I Capital Stock” means the REIT I Common Stock and the REIT I Preferred Stock, collectively. “REIT I Charter” means the Fourth Articles of Amendment and Restatement of REIT I dated July 14, 2017, as amended or supplemented and in effect on the date hereof. “REIT I Common Stock” means the common stock, $0.001 par value per share, of REIT I. “REIT I DRP” means the distribution reinvestment plan of REIT I. “REIT I Equity Incentive Plan” means either the Xxxxxxx Capital Essential Asset REIT, Inc. 2009 Long Term Incentive Plan or the Employee and Director Long-Term Incentive Plan of Xxxxxxx Capital Essential Asset REIT, Inc. (including, as applicable, the REIT I Director Compensation Plan). “REIT I Governing Documents” means the REIT I Bylaws, the REIT I Charter, the certificate of limited partnership of REIT I Operating Partnership and the REIT I Partnership Agreement. “REIT I LPA Amendment” means the Fifth Amended and Restated Limited Partnership Agreement of REIT I Operating Partnership in the form attached hereto as Exhibit A. “REIT I Material Adverse Effect” means any event, circumstance, change, effect, development, condition or occurrence that individually or in the aggregate, (i) would have a material adverse effect on the business, assets, liabilities, c...

REIT Merger Consideration means an amount in cash equal to the Per Share Price, without interest.

REIT Merger Consideration means, collectively, the Common Share Merger Consideration, the Preferred B Merger Consideration and the Preferred E Merger Consideration.

REIT Merger Consideration means the Common Stock Merger Consideration, the Vested REIT I RSU Consideration and the Assumed RSUs.