REIT Shares. The Elected REIT Shares Percentage of the Allocated Share of Entity Value for each SPE LLC Interest or portion thereof held by a Pre-Formation Participant who is an Accredited Investor shall be distributed in the form of a number of REIT Shares equal to the applicable portion of such Allocated Share divided by the IPO Price; provided that to the extent such distribution of REIT Shares to the holder of the SPE LLC Interests would result in a violation of the restrictions on ownership and transfer set forth in Section 6.2.1(a) of the REIT’s charter (the “Ownership Limits”), such holder shall receive (x) the maximum number of REIT Shares that would not result in a violation of the Ownership Limits, and (y) that number of OP Units equal to the remaining number of REIT Shares included in the Elected REIT Shares Percentage for such SPE LLC Interest.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Younan Properties Inc), Agreement and Plan of Merger (Younan Properties Inc), Agreement and Plan of Merger (Younan Properties Inc)
REIT Shares. The Elected REIT Shares Percentage of the Allocated Share of Entity Value for each SPE LLC Equity Interest or portion thereof held by a Pre-Formation Participant who is an Accredited Investor shall be distributed in the form of a number of REIT Shares equal to the applicable portion of such Allocated Share divided by the IPO Price; provided that that, to the extent such distribution of REIT Shares to the holder of the SPE LLC Equity Interests would result in a violation of the restrictions on ownership and transfer set forth in Section 6.2.1(a) 6.3 of the REIT’s charter (the “Ownership Limits”), such holder shall receive (x) the maximum number of whole REIT Shares that would not result in a violation of the Ownership Limits, and (y) that number of OP Units equal to the remaining number of REIT Shares included in not distributed as a result of the Elected REIT Shares Percentage for such SPE LLC Interestapplication of the foregoing clause (x).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Assets Trust, Inc.), Agreement and Plan of Merger (American Assets Trust, Inc.), Agreement and Plan of Merger (American Assets Trust, Inc.)
