CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership interests in Merger Sub shall be cancelled, (B) the Units held by the Purchaser (including, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.61% limited partnership interest in the Surviving Partnership; (C) the 21.5 Units held by CBM Two shall be converted into a 1.39% limited partnership interest in the Surviving Partnership, and CBM Two's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 per Unit (or a pro rata portion thereof) in cash, which amount shall be reduced by legal fees and expenses awarded by the court to the class action plaintiffs in the Xxxxxx Litigation and which shall further be reduced by any amount owed by the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and (E) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value (as defined below) of such Unit. The Appraised Value of each Unit held by an Opt-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value of the Partnership's hotels (the "Hotels") as of the date that the order of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (each, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal...
CONVERSION OF PARTNERSHIP INTERESTS. (a) Under and subject to the terms and conditions of the respective Formation Transaction Documentation, as the result of an irrevocable election indicated on a Consent Form submitted by a Pre-Formation Participant or as a result of the failure of a Pre-Formation Participant to submit a Consent Form, each Pre-Formation Participant is irrevocably bound to accept and entitled to receive, either in the Contribution or as a result of and upon consummation of the Merger or other Formation Transactions, a specified share of the pre-IPO equity value of the Xxxxxxx Xxxxxx Entities in the form of the right to receive cash, REIT Shares or OP Units. The "
CONVERSION OF PARTNERSHIP INTERESTS. Subject to the terms and conditions of this Agreement, at the Effective Time, and by virtue of the Merger and without any action on the part of Parent, the Parent GP, Merger Sub, the Partnership, Partnership GP or Partnership Managing GP or any of their respective affiliates or any holder of securities of Parent, the Parent GP, Merger Sub, the Partnership, Partnership GP or Partnership Managing GP:
CONVERSION OF PARTNERSHIP INTERESTS. As of the Effective Time, by virtue of the Mergers and without any action on the part of any party hereto, any of the Transitory Partnerships, any Company LLC, any holder of any LP Interest or any holder of any GP Interest:
CONVERSION OF PARTNERSHIP INTERESTS. 5 2.1 Conversion of Company Units and General Partnership Interest . . . . . . . . . . . . . . . . . . . . . 5 2.2
CONVERSION OF PARTNERSHIP INTERESTS. (a) At the Second Effective Time, by virtue of the NGOP Merger and without any action on the part of NGOP, NGOP Merger Sub or the holders of the outstanding equity interests of NGOP or NGOP Merger Sub, each NGOP Common Unit issued and outstanding immediately prior to the Second Effective Time (other than those held by Newco, NGP, AGC, GEI or any of the Transferred Entities) shall be automatically converted into the right to receive one fully paid and nonassessable share of Newco Common Stock.
CONVERSION OF PARTNERSHIP INTERESTS. EXCHANGE OF CERTIFICATES 3 Section 2.1 Effect on Partnership Interests 3 Section 2.2 Exchange of Certificates 4 Section 2.3 Timing for Rollover Interests 7
CONVERSION OF PARTNERSHIP INTERESTS. (a) GMPT, or, in the case of a transfer to a GMPTS Transferee, such GMPTS Transferee, shall, except as specifically provided in this Section 8.5, remain a General Partner of the Partnership for a period of not less than three (3) years after the Contribution Date. T-Co shall have no obligation to remain a General Partner of the Partnership. T-Co, at any time, and GMPTS or any such GMPTS Transferee, at any time after the third (3rd) anniversary of the Contribution Date, may, without the consent of the Partnership Committee, or of any Partner including the Managing General Partner, convert all, or any portion, of its or their Partnership Interest(s) as a General Partner(s) to a Partnership Interest(s) as a limited partner(s), which limited partner(s) shall have and be subject to all of the rights, obligations, restrictions, and attributes of a limited partner, all as provided in this Agreement but shall retain all of those specific rights and attributes (including without limitation the right to appoint Committee Members) provided T-Co, GMPTS, or a GMPTS Transferee, as applicable, under this Agreement. Notwithstanding the foregoing, immediately prior to a Transfer of all or any portion of its Partnership Interest, GMPTS or any GMPTS Transferee, may at any time and without the consent of the Partnership Committee or of any Partner including the Managing General Partner, convert that portion (which may be all) of its Partnership Interest as a General Partner that is to be transferred, to a Partnership Interest as a limited partner, which limited partner shall have and be subject to all of the rights, obligations, restrictions, and attributes of a limited partner, all as provided in this Agreement but shall retain all of those specific rights and attributes (including without limitation the right to appoint Committee Members) provided GMPTS or a GMPTS Transferee, as applicable, under this Agreement. In the event of a conversion of all or a portion of T-Co's, GMPTS', or any GMPTS' Transferee's Partnership Interest pursuant to this Section 8.5(a), the Managing General Partner may, without the approval, consent or act of any Partner, amend this Agreement, the Certificate
CONVERSION OF PARTNERSHIP INTERESTS. 4 SECTION 1.8 SURRENDER OF PARTNERSHIP INTERESTS...............................5
CONVERSION OF PARTNERSHIP INTERESTS. Upon liquidation and dissolution of the Partnership, the units of equity interest in the Partnership held by each Partner (a "Partnership Interest") issued and outstanding immediately prior thereto, shall, by virtue of such liquidation and dissolution and without any action on the part of the holder thereof, be converted into and exchangeable for a portion of the Adjusted Company Shares calculated in accordance with the respective percentage equity interest in the Partnership of each Partner. Each Partnership Interest shall automatically be canceled and shall cease to exist, and shall thereafter represent the right to receive (i) the number of whole shares of Company Common Stock and (ii) cash in lieu of fractional shares into which the Partnership Interest has been converted pursuant to this Section 1.7 and Section 1.8(e) hereof. Partnership Interests shall be exchanged for certificates representing whole shares of Company Common Stock and cash in lieu of fractional shares issued in consideration therefor pursuant to the procedures described in Section 1.8 hereof, without any interest thereon. If, between the date hereof and the Closing Date, shares of Company Common Stock shall be changed into a different number of shares or a different class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or if a stock dividend thereon shall be declared with a record date within such period (a "Common Stock Adjustment"), then (i) the Adjusted Company Shares, the Maximum Company Measurement Price and the Minimum Company Measurement Price will be appropriately and proportionately adjusted so that the number of such shares of Company Common Stock into which Partnership Interests shall be converted will equal the number of shares of Company Common Stock which holders of Partnership Interests would have received pursuant to such Common Stock Adjustment had the record date therefor been immediately following Closing Date, and (ii) the Termination Price will likewise be appropriately and proportionately adjusted.
