Seller Unit definition
Examples of Seller Unit in a sentence
Other than the Seller Unit, no equity securities or other securities of Seller have been issued or are outstanding.
Any such election may be made only after the respective approvals of the Merger and the Partnership Merger by the stockholders of Seller and Seller Unit Holders and after satisfaction (or waiver by the parties entitled to the benefits thereof) of all other conditions to the consummation of the Merger set forth in Article 6.
The “Original Liquidation Preference” shall be $10.00 per Seller Unit.
Seller will use its reasonable best efforts, and Parent, Buyer and Buyer Operating Partnership will cooperate with Seller, to cause the Consent Solicitation Statement to be mailed to the Seller Unit Holders as promptly as practicable after the SEC has cleared the Proxy Statement.
Seller will use its reasonable best efforts, and Parent, Buyer and Buyer Operating Partnership will cooperate with Seller, to cause the Information Statement or Consent Solicitation Statement, as applicable, to be mailed to the Seller Unit Holders as promptly as practicable after the SEC has cleared the Proxy Statement and it has been mailed to Seller's stockholders.
The Seller Unit is owned of record and beneficially by Parent, free and clear of all Encumbrances, has been duly authorized and validly issued, is fully paid and non-assessable and has been offered, issued, sold and delivered to Parent in compliance with all applicable Requirements of Law, including the Securities Act.
The Board of Directors of the Seller recommended that Seller's stockholders adopt this Agreement and approve the Merger and the Alternative Merger and the Board of Directors of the Seller General Partner recommended that the Seller Unit Holders adopt the Partnership Merger Agreement and approve the Partnership Merger.
If, subsequent to the Closing, Unit Seller receives checks for rental, license fees, master service fees and other amounts from any Tenants made payable to Unit Seller, Unit Seller shall endorse such checks to the payment of Purchaser and promptly deliver the same to Purchaser if any portion of such check relates to a payment Purchaser is entitled to receive under this Agreement, and may otherwise retain the same.
The term “Seller Make-Whole Cash Consideration” with respect to a Seller shall be an amount equal to (a) the number of Class B Units comprising the Seller Unit Consideration for such Seller multiplied by (b) the difference obtained by subtracting (1) the Closing Class B Unit Price from (2) $16.00 (the “Minimum Class B Unit Price”).
For purposes of this Agreement and any document delivered at Closing, whenever the phrases “to Seller’s knowledge”, “to the actual knowledge of Seller” or the “knowledge” of Seller, Unit Seller or Ground Lease Seller or words of similar import are used, they shall be deemed to refer to the actual knowledge of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ and not any implied, imputed or constructive knowledge of either of ▇▇.