Exchange of Interests. At the Effective Time: (a) The general partner and limited partner interests in the First Partnership outstanding immediately prior to the Effective Time shall be exchanged for the partnership interests in Second Partnership held by Opcap LP, and all rights in, title to, and interest in, the partnership interests held by Opcap LP in Second Partnership shall automatically vest in PALP and Value Advisors in accordance with their percentage ownership interest in the First Partnership, and shall be owned by PALP and Value Advisors, free and clear of any lien, claim or interest of any person or entity, and the general partner and limited partner interests in the First Partnership shall cease to be outstanding upon such exchange; and (b) The partnership interest in the Second Partnership held by Opcap LP outstanding immediately prior to the Effective Time shall be exchanged for 24,981,285 Class A GP Units in PALP, and all rights in, title to, and interest in, such Class A GP Units in PALP shall automatically vest and be owned by Opcap LP free and clear of any lien, claim or interest of any person or entity.
Appears in 2 contracts
Sources: Merger Agreement (Oppenheimer Capital L P /De/), Merger Agreement (Oppenheimer Capital L P /De/)