Exchange of Interests. At the Effective Time: (a) The limited partner in the Terminating Partnership immediately prior to the Effective Time shall receive $100 in exchange for such limited partner interest; (b) The Subsidiary GP's interest in the Terminating Partnership shall be converted into (i) a general partner interest in the Surviving Partnership and (ii) one unit of limited partner interest in the Surviving Partnership for each unit converted to a limited liability company interest in the Company by a limited partner of CPA 7 pursuant hereto; (c) The First GP's interest in CPA 7 shall be converted into a limited liability company interest in Care▇ ▇▇▇ersified LLC (the "Company") consisting of 9,177 "Listed Shares" and units of special partner interest in CPA 7, and the First GP shall automatically become a member of the Company and a special partner of CPA 7; (d) The Second GP's interest in CPA 7 shall be converted into a limited liability company interest in the Company consisting of 36,709 "Listed Shares" and units of special partner interest in CPA 7, and the Second GP shall automatically become a member of the Company and a special partner of CPA 7; and
Appears in 1 contract
Sources: Merger Agreement (Carey Diversified Properties LLC)
Exchange of Interests. At the Effective Time:
(a) The limited partner in the Terminating Partnership immediately prior to the Effective Time shall receive $100 in exchange for such limited partner interest;
(b) The Subsidiary GP's interest in the Terminating Partnership shall be converted into (i) a general partner interest in the Surviving Partnership and (ii) one unit of limited partner interest in the Surviving Partnership for each unit converted to a limited liability company interest in the Company by a limited partner of CPA 7 2 pursuant hereto;
(c) The First GP's interest in CPA 7 2 shall be converted into a limited liability company interest in Care▇ ▇▇▇ersified LLC (the "Company") consisting of 9,177 1,306 "Listed Shares" and units of special partner interest in CPA 72, and the First GP shall automatically become a member of the Company and a special partner of CPA 72;
(d) The Second GP's interest in CPA 7 2 shall be converted into a limited liability company interest in the Company consisting of 36,709 156,885 "Listed Shares" and units of special partner interest in CPA 72, and the Second GP shall automatically become a member of the Company and a special partner of CPA 72; and
Appears in 1 contract
Sources: Merger Agreement (Carey Diversified Properties LLC)
Exchange of Interests. At the Effective Time:
(a) The limited partner in the Terminating Partnership immediately prior to the Effective Time shall receive $100 in exchange for such limited partner interest;
(b) The Subsidiary GP's interest in the Terminating Partnership shall be converted into (i) a general partner interest in the Surviving Partnership and (ii) one unit of limited partner interest interests in the Surviving Partnership for each unit converted to a limited liability company interest in the Company by a limited partner of CPA 7 4 pursuant hereto;
(c) The First GP's interest in CPA 7 4 shall be converted into a limited liability company interest in Care▇ ▇▇▇ersified LLC (the "Company") consisting of 9,177 10,865 "Listed Shares" and units of special partner interest in CPA 74, and the First GP shall automatically become a member of the Company and a special partner of CPA 74;
(d) The Second GP's interest in CPA 7 4 shall be converted into a limited liability company interest in the Company consisting of 36,709 10,865 "Listed Shares" and units of special partner interest interests in CPA 74, and the Second GP shall automatically become a member of the Company and a special partner of CPA 74; and
Appears in 1 contract
Sources: Merger Agreement (Carey Diversified Properties LLC)
Exchange of Interests. At the Effective Time:
(a) The limited partner in the Terminating Partnership immediately prior to the Effective Time shall receive $100 in exchange for such limited partner interest;
(b) The Subsidiary GP's interest in the Terminating Partnership shall be converted into (i) a i)a general partner interest in the Surviving Partnership and (ii) one unit of limited partner interest in the Surviving Partnership for each unit converted to a limited liability company interest in the Company by a limited partner of CPA 7 3 pursuant hereto;
(c) The First GP's interest in CPA 7 3 shall be converted into a limited liability company interest in Care▇ ▇▇▇ersified LLC (the "Company") consisting of 9,177 2,253 "Listed Shares" and units of special partner interest in CPA 73, and the First GP shall automatically become a member of the Company and a special partner of CPA 73;
(d) The Second GP's interest in CPA 7 3 shall be converted into a limited liability company interest in the Company consisting of 36,709 293,075 "Listed Shares" and units of special partner interest in CPA 73, and the Second GP shall automatically become a member of the Company and a special partner of CPA 73; and
Appears in 1 contract
Sources: Merger Agreement (Carey Diversified Properties LLC)
Exchange of Interests. At the Effective Time:
(a) The limited partner in the Terminating Partnership outstanding immediately prior to the Effective Time shall receive $100 in exchange for such limited partner interest;
(b) The Subsidiary GP's interest in the Terminating Partnership shall be converted into (i) a general partner interest in the Surviving Partnership and (ii) one unit of limited partner interest interests in the Surviving Partnership for each unit converted to a limited liability company interest in the Company by a limited partner of CPA 7 9 pursuant hereto;
(c) The First GP's interest in CPA 7 9 shall be converted into a limited liability company interest in Care▇ ▇▇▇ersified LLC (the "Company") consisting of 9,177 177 "Listed Shares" and units of special partner interest in CPA 7, and the First GP shall automatically become a member of the Company and a special partner of CPA 7;
(d) The Second GP's interest in CPA 7 9 shall be converted into a limited liability company interest in the Company consisting of 36,709 "Listed Shares" and units of special partner interest in CPA 79, and the Second GP shall automatically become a member of the Company and a special partner of CPA 79; and
(e) Each limited partner interest in CPA 9 outstanding immediately prior to the Effective Time shall, at the election of such limited partner, be converted into either a limited
Appears in 1 contract
Sources: Merger Agreement (Carey Diversified Properties LLC)