LP Merger Consideration definition

LP Merger Consideration means the Sponsor LP Merger Consideration and the Public Holder Merger Consideration, as applicable.

LP Merger Consideration means, with respect to any Operating Partnership Unit, the per-unit amount that a holder of such Operating Partnership Unit would be entitled to receive in a liquidity event pursuant to the terms of the Operating Partnership LPAs (including in accordance with Section 3.1(h) of the Operating Partnership LPAs), assuming the aggregate amount payable by the Operating Partnerships (other than in respect of LP Class B Units) is $167,367,690 and taking into account any Threshold Value applicable to such Operating Partnership Unit.

Examples of LP Merger Consideration in a sentence

• Prior to the Effective Time, Acquisition Sub shall deposit, or cause to be deposited, with ACS Securities Services, Inc., as the paying agent for the Merger Consideration (the “Paying Agent”), at least an amount in cash equal to the sum of (1) the product of (a) the LP Merger Consideration and (b) the number of Non-affiliate Units and (2) the product of (a) the SLP Merger Consideration and (b) the number of SLP Interests (the “Payment Fund”) for the purpose of paying the Merger Consideration.

• The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund.

• The Special Committee has received the opinion of Centerview Partners to the effect that, as of the date thereof and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the LP Merger Consideration to be paid to the holders of Partnership Units (other than Affiliated Partnership Unitholders) pursuant to the Merger Agreement is fair, from a financial point of view, to such holders.

• Prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of holders of the Partnership Common Units (other than the Cancelled Units), Parent Common Units (which shall be in non-certificated book-entry form) issuable pursuant to Article II sufficient to effect the delivery of the LP Merger Consideration to the holders of the Partnership Common Units (other than Cancelled Units).

• All Partnership Units converted into the right to receive the LP Merger Consideration pursuant to Section 3.1(c) will cease to be outstanding and will automatically be canceled and will cease to exist when converted as a result of and pursuant to the LP Merger.

• Upon the exchange of Partnership Common Units for the LP Merger Consideration in accordance with this Article II, each person that receives Parent Common Units shall be deemed to have made a capital contribution to Parent, shall be admitted as a limited partner of Parent and Parent GP hereby consents to such admission.

• Prior to the Closing Date, Parent shall appoint an exchange agent mutually acceptable to Parent and the Partnership (the “Exchange Agent”) for the purpose of exchanging Certificates for LP Merger Consideration.

• Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the LP Merger Consideration (and any amounts to be paid pursuant to Section 2.2(c)) upon such surrender.

• All LP Merger Consideration issued upon the surrender for exchange of Certificates representing Partnership Common Units in accordance with the terms of this Article II and any cash paid pursuant to Section 2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Partnership Common Units previously represented by such Certificates.

• Fresh verification of latest revenue papers and public notice regarding revenue record to call objections.