Operating Partnership Agreement
The partnership agreement of Veris Residential, L.P. requires that the consent of the holders of at least 85% of Veris Residential, L.P.’s partnership units is required:
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to merge (or permit the merger of) Veris Residential, L.P. with another unrelated entity, unless Veris Residential, L.P. shall be the surviving entity in such merger;
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to dissolve, liquidate, or wind-up Veris Residential, L.P.; or
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to convey or otherwise transfer all or substantially all of the assets of Veris Residential, L.P.
As of December 31, 2021 we, as general partner of Veris Residential, L.P., held approximately 91.0% of the outstanding partnership units of Veris Residential, L.P.
The partnership agreement also contains provisions restricting us from engaging in a merger or sale of substantially all of our assets, unless such transaction was one where all of the limited partners received for each partnership unit, an amount of cash, securities, or other property equal to the number of shares of Common Stock into which such partnership unit is convertible multiplied by the greatest amount of cash, securities or other property paid to a holder of one share of Common Stock in consideration of one share of Common Stock. However, if, in connection with a merger or sale of substantially all of our assets, a purchase, tender or exchange offer was made to all of the outstanding common stockholders, each partnership unit holder would receive the greatest amount of cash, securities, or other property which such partnership unit holder would have received had it exercised its redemption rights and received Common Stock in exchange for its partnership units immediately before such purchase, tender or exchange offer expires.
We may merge with another entity, without any of the restrictions identified in the immediately preceding paragraph, so long as each of the following requirements are satisfied:
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after a merger, substantially all of the assets owned by the surviving entity, other than partnership units we hold, are owned by Veris Residential, L.P. or another limited partnership or limited liability company which is the survivor of a merger with Veris Residential, L.P.;
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the limited partners own a percentage interest of the surviving partnership based on the fair market value of the net assets of Veris Residential, L.P. and the fair market value of the other net assets of the surviving partnership before the transaction;
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the rights, preferences and privileges of the limited partners in the surviving partnership are at least as favorable as those in effect before the transaction; and
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such rights of the limited partners include the right to exchange their interests in the surviving partnership for at least one of: (A) the consideration available to such limited partners, or (B) if the ultimate controlling person of the surviving partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the relative fair market value of such securities and the Common Stock.
Redemption Rights
Certain individuals who received Common Units in Veris Residential, L.P. have the right to have their Common Units redeemed for cash, based upon the fair market value of an equivalent number of shares of our Common Stock at the time of such redemption, or, at our election, shares of our Common Stock, on a one-for-one basis. However, we may not pay for such redemption with shares of Common Stock if, after giving effect to such redemption, any person would beneficially or constructively own shares in excess of the ownership limit described in “Ownership Limitations and Restrictions on Transfer.” As of December 31, 2021, the limited partners of Veris Residential, L.P. owned 9,013,534 Common Units, which can be redeemed for an equal number of shares of our Common Stock.