Common use of ISSUANCE OF OP UNITS Clause in Contracts

ISSUANCE OF OP UNITS. The Operating Partnership shall, in exchange for the SLP Interest contributed by the Special Limited Partner and the Cash Consideration contributed by AREP, issue (i) to the Special Limited Partner an amount of OP Units equivalent to 6,734,148 “OP Units” of the Parent OP in accordance with the Merger Agreement and (ii) to AREP an amount of OP Units equivalent to 79,872 “OP Units” of the Parent OP, with an aggregate value equivalent to the Cash Consideration, in accordance with the Merger Agreement. No fractional OP Units shall be issued pursuant to this Agreement. If the formula for calculating the number of OP Units issuable pursuant to this Agreement would require the issuance of a fractional OP Unit, the number of OP Units which the Special Limited Partner or AREP shall be entitled to receive, as applicable, shall be rounded to the nearest whole number. The Operating Partnership shall revise the Partnership Agreement to reflect the ownership of such OP Units by the Special Limited Partner and AREP. Immediately thereafter, upon the consummation of the Mergers, the OP Units will be converted into “OP Units” of the Parent OP in accordance with the Merger Agreement.