UPREIT Reorganization definition

UPREIT Reorganization means a reorganization of the Guarantor and its subsidiaries into an umbrella partnership real estate investment trust, including by converting WPC Holdco LLC, a direct wholly-owned subsidiary of the Guarantor that currently owns all or substantially all of the Guarantor’s assets, into a limited partnership (the “Operating Partnership”), in which the Guarantor would initially own all or substantially all of the equity interests in the Operating Partnership, including all of the non-economic equity interests of the general partner thereof. ARTICLE TWO
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UPREIT Reorganization means the implementation of an internal reorganization of Parent and its Subsidiaries resulting in: (1) Parent owning all outstanding Equity Interests in PK Domestic REIT (except for Acceptable Preferred Equity Interests owned by Persons other than the Company or any of its Subsidiaries at the time of the UPREIT Reorganization), (2) Parent and PK Domestic REIT being direct owners of the Company, (3) Parent and PK Domestic REIT owning no other material assets or interests other than Equity Interests in the Company (and, in the case of Parent, Equity Interests in PK Domestic REIT) and (4) the execution of the amended and restated Company Operating Agreement to provide, among other things, the issuance by the Company to applicable Parent Entities of a number of common units of membership interests equal in number to the number of shares of Parent Common Stock outstanding, the issuance of a number of preferred units of membership interests in the Company equal in number to and with substantially similar terms to the Series A non-voting preferred stock of PK Domestic REIT, and provisions for the future issuance and redemption of Equity Interests to be held or held by Parent Entities and other Persons admitted as members of the Company from time to time as part of an “UPREIT” capitalization structure.
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UPREIT Reorganization means a reorganization of the Company and its subsidiaries into an umbrella partnership real estate investment trust, including by converting WPC Holdco LLC, a direct wholly-owned subsidiary of the Company that currently owns all or substantially all of the Company’s assets, into a limited partnership (the “Operating Partnership”), in which the Company owns all or substantially all of the equity interests, including all of the non-economic equity interests of the general partner thereof.
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Examples of UPREIT Reorganization in a sentence

  • After the closing of UPREIT Reorganization, the funds contributed to the capital of the Operating Partnership by each Principal will be contributed by the Operating Partnership to New OP, and New OP will contribute such funds, indirectly through a series of intermediate entities, to the Borrower; and all such funds shall be used by the Borrower to pay any Shortfall Amount.

  • Prior to the closing of the UPREIT Reorganization, the funds contributed to the capital of the Operating Partnership by each Principal will be contributed by the Operating Partnership, indirectly through a series of intermediate entities, 99.5% to Borrower and 0.5% to the Intermediary Owner; the Operating Partnership will cause the Intermediary Owner to contribute such funds it receives to the Borrower; and all such funds shall be used by the Borrower to pay any Shortfall Amount.

  • Represents the non-voting preferred stock of New Parkway acquired by Cousins LP in exchange for a $5 million contribution by Cousins LP to New Parkway in connection with the Separation, the UPREIT Reorganization and the Distribution.

  • Immediately following the effective time of the Merger, Cousins will consummate the Separation and the UPREIT Reorganization to separate the Houston Business and Third-Party Services Business of Cousins and Parkway such that these businesses will be owned and operated by New Parkway LP, the operating partnership of New Parkway.

  • Represents the Non-Voting Preferred Stock acquired by Cousins LP in exchange for a $5 million contribution by Cousins LP to New Parkway in connection with the Separation, the UPREIT Reorganization and the Distribution.

  • In the event of an UPREIT Reorganization, the substitute Managing Member shall at all times retain a minimum Net Worth equal to ten (10) times the value of the LLC Units ($1.00 per LLC Unit) held by the Non-Managing Members from time to time.

  • Represents the non-voting preferred stock acquired by Cousins LP in exchange for a $5 million contribution by Cousins LP to Parkway in connection with the Separation, the UPREIT Reorganization and the Spin-Off.

  • Additionally, in the UPREIT Reorganization, Cousins LP contributed $5 million to the Company in exchange for shares of non-voting preferred stock with a liquidation preference of $5 million, a cumulative dividend of 8.00% per annum per share and limited voting rights as set forth in the Company’s articles of amendment and restatement.

  • The Distribution of New Parkway common stock and limited voting stock as described in this information statement is subject to the satisfaction or waiver of certain conditions, including consummation of the Merger, the Separation and the UPREIT Reorganization.

  • In the UPREIT Reorganization, the proceeds of the Term Loan were used to fund a $200 million distribution to the partners of the Operating Partnership, who in turn caused such funds to be contributed to Cousins LP, which used the funds to repay a portion of approximately $550 million outstanding under Legacy Parkway’s credit facilities.


More Definitions of UPREIT Reorganization

UPREIT Reorganization means a reorganization of the Company into an umbrella partnership real estate investment trust where the Company will operate through the Operating Partnership.
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UPREIT Reorganization means a reorganization of the Guarantor and its subsidiaries into an umbrella partnership real estate investment trust, including by converting WPC Holdco LLC, a direct wholly-owned subsidiary of the Guarantor that currently owns all or substantially all of the Guarantor’s assets, into a limited partnership (the “operating partnership”), in which the Guarantor would initially own all or substantially all of the equity interests in the Operating Partnership, including all of the non-economic equity interests of the general partner thereof.
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UPREIT Reorganization means the “Reorganization” has defined in the 2016 Merger Agreement.
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Related to UPREIT Reorganization

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Internal Distribution has the meaning set forth in the recitals.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.