Common use of Contribution and Issuance Clause in Contracts

Contribution and Issuance. (i) Immediately after the Topco Merger Effective Time, Parent, its applicable Subsidiaries and the Surviving Entity shall cause the contribution of all of the outstanding equity interests of the Company to Parent OP (the “Contribution”) in exchange for the issuance by Parent OP to the applicable Subsidiaries of Parent (as Parent shall direct) of a number of newly issued Parent OP Units equal to the aggregate number of shares of Parent Common Stock issued in the Topco Merger (the “Issuance”). As a result of the Contribution, the Company shall become a direct wholly owned subsidiary of Parent OP. (ii) The Parties shall, and shall cause their applicable Subsidiaries to, cause the Contribution and the Issuance to be consummated immediately after the Topco Merger Effective Time by executing an assignment and assumption agreement or other instrument of transfer or conveyance (in each case, in form and substance reasonably acceptable to Parent) to sell, transfer and convey to Parent OP all of the outstanding equity interests in the Company and by issuing to the applicable Subsidiaries of Parent (as Parent shall direct) evidence of ownership of the Parent OP Units issued in the Issuance (the date and time the Contribution and Issuance becomes effective being the “Contribution and Issuance Effective Time”).

Appears in 2 contracts

Sources: Merger Agreement (Prologis, L.P.), Merger Agreement (Liberty Property Limited Partnership)

Contribution and Issuance. (i) Immediately after the Topco Company Merger Effective Time, Parent, its applicable Subsidiaries and the Surviving Entity shall cause the contribution of all of the outstanding equity interests of the Company Surviving Entity to Parent OP (the “Contribution”) in exchange for the issuance by Parent OP to the Parent or its applicable Subsidiaries of Parent (as Parent shall direct) of a number of newly issued Parent OP Units equal to the aggregate number of shares of Parent Common Stock issued in the Topco Company Merger (the “Issuance”). As a result of the Contribution, the Company Surviving Entity shall become a direct wholly owned subsidiary of Parent OP. (ii) The Parties shall, and shall cause their applicable Subsidiaries to, cause the Contribution and the Issuance to be consummated immediately after the Topco Company Merger Effective Time by executing an assignment and assumption agreement or other instrument of transfer or conveyance (in each case, in form and substance reasonably acceptable to Parent) to sell, transfer and convey to Parent OP all of the outstanding equity interests in the Company Surviving Entity and by issuing to the Parent or its applicable Subsidiaries of Parent (as Parent shall direct) evidence of ownership of the Parent OP Units issued in the Issuance (the date and time the Contribution and Issuance becomes effective being the “Contribution and Issuance Effective Time”).

Appears in 2 contracts

Sources: Merger Agreement (Prologis, L.P.), Merger Agreement (DUKE REALTY LTD PARTNERSHIP/)

Contribution and Issuance. (i) Immediately after the Topco Merger Effective Timeeffectiveness of the LLC Conversions, Parent, its applicable Subsidiaries and the Surviving Entity shall cause the contribution (the “Contribution”) of (A) all of the outstanding equity interests of the Company Surviving Entity to Parent OP and (B) the “Contribution”) number of shares of Parent Common Stock to be issued to Minority Limited Partners and Preferred Unitholders who elect to receive the Merger Consideration pursuant to the Parent Common Stock Election in exchange for the issuance by Parent OP to the Parent or its applicable Subsidiaries of Parent (as Parent shall direct) of a number of newly issued Parent OP Units equal to the aggregate number of shares of Parent Common Stock to be issued in the Topco Company Merger or in the Partnership Merger to Minority Limited Partners and Preferred Unitholders who make the Parent Common Stock Election pursuant to Section 3.1(b)(iv) or Section 3.1(b)(vi) (the “Issuance”). As a result of the Contribution, the Company Surviving Entity shall become a direct wholly owned subsidiary of Parent OP. (ii) The Parties shall, and shall cause their applicable Subsidiaries to, cause the Contribution and the Issuance to be consummated immediately after the Topco Merger Effective Time effectiveness of the LLC Conversions by executing an assignment and assumption agreement or other instrument of transfer or conveyance (in each case, in form and substance reasonably acceptable to Parent) to sellcontribute, transfer and convey to Parent OP all of the outstanding equity interests in the Company Surviving Entity and by issuing to the Parent or its applicable Subsidiaries of Parent (as Parent shall direct) evidence of ownership of the Parent OP Units issued in the Issuance (the date and time the Contribution and Issuance becomes effective being the “Contribution and Issuance Effective Time”).

Appears in 2 contracts

Sources: Merger Agreement (Extra Space Storage Inc.), Merger Agreement (Life Storage Lp)