Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase be submitted for consideration at a special meeting (the “CPA16 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub has all requisite power and authority to enter into the Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA16, subject to receipt of the CPA16 Stockholder Approvals, and Merger Sub, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii) of the CPA16 Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtained, the execution and delivery of the Transaction Documents by CPA16 and Merger Sub do not, and the consummation of the transactions contemplated thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub under or require the consent or approval of any third party under, any provision of (A) the CPA16 Charter or the bylaws of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), (B) any CPA16 Material Contract or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 or Merger Sub, or any of their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 or any of the CPA16 Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub or the consummation by CPA16 or Merger Sub or the applicable CPA16 Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (E) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carey W P & Co LLC), Merger Agreement (Corporate Property Associates 14 Inc)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization are advisable and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 Stockholders and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Transaction Documents Documents, including the Merger, has recommended the approval of the Merger by the CPA16 Stockholders and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase Merger be submitted for consideration at a special meeting of the CPA16 Stockholders (the “CPA16 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub has all requisite power and authority to enter into the this Agreement and all other Transaction Documents to be executed in connection with the transactions contemplated hereby, including the Merger, and, subject to receipt of the CPA16 Stockholder ApprovalsApproval (as hereinafter defined), to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA16, subject to receipt of the CPA16 Stockholder Approvals, and Merger SubApproval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.1(c)(ii) of the CPA16 Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have Approval has been obtained, the execution and delivery of the Transaction Documents by CPA16 and Merger Sub do does not, and the consummation of the transactions contemplated thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub under or require the consent or approval of any third party under, any provision of (A) the CPA16 Charter or the bylaws of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), (B) any material contract filed as an exhibit to CPA16’s annual report on Form 10-K for the year ended December 31, 2012 filed with the SEC (a “CPA16 Material Contract Contract”) (it being understood that no representation is being given as to whether the Surviving Company will be in compliance with any financial covenants contained therein following the Merger) or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 or Merger Sub, or any of their respective its properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 or any of the CPA16 Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub or the consummation by CPA16 or Merger Sub or the applicable CPA16 Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Corporate Property Associates 16 Global Inc), Agreement and Plan of Merger (W. P. Carey Inc.)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called Seller has all requisite power and held, unanimously (A) determined that authority to execute and deliver this Agreement, Agreement and all other documents to be executed by Seller in connection with the transactions contemplated hereby and by thereby (each, a "Transaction Document" and collectively, the "Transaction Documents, including the Merger, the Alternate Merger, the Reorganization ") and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and consummate the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase be submitted for consideration at a special meeting (the “CPA16 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”)thereby. Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub Seller Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into the such Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, Document and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been, or when executed will have been, been duly authorized by all necessary action on the part of CPA16, subject to receipt Seller and each applicable Seller Subsidiary. Except for the approval of the CPA16 Stockholder Approvalsmembers of Seller and approval of the Advisory Board of Seller's majority member (both of which approvals have been obtained), no vote of, or consent by, the holders of limited liability company interests of Seller or of any class of capital stock of any Seller Subsidiary is necessary to authorize the execution and Merger Subdelivery by Seller of this Agreement and the other Transaction Documents, or the consummation by it of the transactions contemplated hereby and are thereby. The Transaction Documents have been duly executed and delivered by Seller and each applicable Seller Subsidiary and, assuming the due and valid authorization, execution and delivery thereof by Parent, Purchaser and any Purchaser Subsidiary that is a party thereto, each such Transaction Document constitutes the valid and binding obligation of Seller and such applicable Seller Subsidiary enforceable in accordance with their terms, subject subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to Except as set forth in Schedule 2.2(c)(iiSection 2.1(b)(ii) of the CPA16 Seller Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtainedLetter, the execution and delivery of the Transaction Documents by CPA16 Seller and Merger Sub do each applicable Seller Subsidiary does not, and the consummation by Seller and each applicable Seller Subsidiary of the transactions contemplated hereby or thereby, and compliance by Seller and each applicable Seller Subsidiary with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (each, a "Lien") upon any of the properties or assets of CPA16 the Portfolio under, require any filing with or Merger Sub under or require the consent or approval of any third party or otherwise result in a material detriment or default to the Portfolio under, any provision of (A) the CPA16 Charter Seller LLC Agreement or any provision of the bylaws comparable charter or organizational documents of CPA16 (any of the “CPA16 Bylaws”) (with respect to CPA16) or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub)Seller Subsidiaries, (B) any CPA16 Material Contract (as defined herein), or (C) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 2.1(b)(iii) are duly and timely obtained or made, any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 or Merger Sub, Seller or any of their respective properties or assetsthe Seller Subsidiaries to the extent relating to the Portfolio, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights rights, Liens or Liens detriments that, individually or in the aggregate, would not reasonably be expected to have a CPA16 Portfolio Material Adverse Effect.
(iii) No Except as set forth in Section 2.1(b)(iii) of the Seller Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 Seller or any of the CPA16 Seller Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 Seller or Merger Sub each of the applicable Seller Subsidiaries or the consummation by CPA16 or Merger Sub Seller or the applicable CPA16 Seller Subsidiaries of the transactions contemplated hereby or thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable state takeover Laws or Environmental LawsLaws (as defined herein) as more specifically described in Section 2.1(b)(iii) of the Seller Disclosure Letter; and (EB) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make (1) individually or in the aggregate, would not reasonably be expected to have a CPA16 Portfolio Material Adverse EffectEffect or (2) individually or in the aggregate, would not reasonably be expected to prevent or delay in any material respect the consummation of any of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Transaction Agreement (Affordable Residential Communities Inc), Transaction Agreement (Chateau Communities Inc)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special CommitteeBoard of Directors of W. P. Xxxxx, at a meeting duly called and held, unanimously (A) determined that (1) the Reorganization, (2) the Conversion Agreement, and the transactions contemplated thereby and by the Conversion Transaction Documents, including the W. P. Xxxxx Conversion and (3) this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger, the Alternate Merger, the Reorganization are advisable and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 W. P. Xxxxx and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and thereinW. P. Xxxxx. The Board of Directors of CPA16W. P. Xxxxx, including a majority of the independent directors and a majority of the directors who are not interested in the MergerReorganization, the Alternate W. P. Xxxxx Conversion and the Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase W. P. Xxxxx Conversion, the Merger and the other transactions contemplated by the Transaction Documents Documents, has recommended the approval of the W. P. Xxxxx Conversion and the Merger by the stockholders of W. P. Xxxxx (the “W. P. Xxxxx Stockholders”) and has authorized that the Alternate Merger, the Reorganization W. P. Xxxxx Conversion and the CPA16 Capital Increase Merger be submitted for consideration at a special meeting (the “CPA16 W. P. Xxxxx Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 W. P. Xxxxx Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, NewCo REIT has duly approved and declared advisable this Agreement and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger. In addition, the board of directors of NewCo REIT has duly approved and declared advisable the Conversion Agreement and the transactions contemplated thereby and by the Conversion Transaction Documents, including the W. P. Xxxxx Conversion.
(ii) Each of CPA16 W. P. Xxxxx, NewCo REIT and Merger Sub has all requisite power and authority to enter into this Agreement and the Merger Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, to consummate the transactions contemplated thereby. In addition, each of W. P. Xxxxx and NewCo REIT has all requisite power and authority to enter into the Conversion Agreement and all other documents to be executed in connection with the transactions contemplated by the Conversion Agreement (the “Conversion Transaction Documents” and together with the Merger Transaction Documents, the “Transaction Documents”) to which it is a party and to consummate the transactions contemplated thereby to which it is a party. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA16W. P. Xxxxx, NewCo REIT and Merger Sub, subject to receipt of the CPA16 Stockholder Approvals, and Merger Sub, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(iiiii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.2(c)(iii) of the CPA16 W. P. Xxxxx Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtained, the execution and delivery of the Transaction Documents by CPA16 W. P. Xxxxx, NewCo REIT and Merger Sub do not, and the consummation of the transactions contemplated thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 W. P. Xxxxx, NewCo REIT, W. P. Xxxxx Holdco LLC or Merger Sub under or require the consent or approval of any third party under, any provision of (A) the CPA16 Charter articles of incorporation of NewCo REIT (“NewCo REIT Charter”) or the bylaws of CPA16 NewCo REIT (the “CPA16 NewCo REIT Bylaws”) (with respect to CPA16NewCo REIT) or the amended and restated W. P. Xxxxx limited liability agreement (the “W. P. Xxxxx LLC Agreement”) or the amended and restated W. P. Xxxxx bylaws (the “W. P. Xxxxx Bylaws”) (with respect to W. P. Xxxxx), the W. P. Xxxxx Holdco LLC limited liability company agreement or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), (B) any CPA16 W. P. Xxxxx Material Contract or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 W. P. Xxxxx, NewCo REIT or Merger Sub, Sub or any of their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 W. P. Xxxxx Material Adverse Effect.
(iiiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 W. P. Xxxxx or any of the CPA16 W. P. Xxxxx Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 NewCo REIT, W. P. Xxxxx or Merger Sub or the consummation by CPA16 NewCo REIT, W. P. Xxxxx or Merger Sub or the applicable CPA16 W. P. Xxxxx Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing filings and approvals required to consummate the W. P. Xxxxx Conversion as listed in Schedule 2.2(c)(iii)(C) of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDATW. P. Xxxxx Disclosure Letter; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (E) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a CPA16 W. P. Xxxxx Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (W P Carey & Co LLC), Merger Agreement (Corporate Property Associates 15 Inc)
Authority; No Violations; Consents and Approval. (i) The CPA16 CPA15 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, the Alternate Merger, the Reorganization are advisable and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 CPA15 and the stockholders of CPA16 CPA15 Stockholders and (B) recommended to the Board of Directors of CPA16 CPA15 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger, the Alternate Merger, the Reorganization Merger and the CPA16 Capital IncreaseCPA15 Merger, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16CPA15, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Merger Transaction Documents Documents, including the CPA15 Merger, has recommended the approval of the Merger and the CPA15 Merger by the CPA15 Stockholders and has authorized that the Alternate Merger, the Reorganization Merger and the CPA16 Capital Increase CPA15 Merger be submitted for consideration at a special meeting of the CPA15 Stockholders (the “CPA16 CPA15 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of the Board of Directors of Merger Sub CPA15 and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub CPA 15 Holdco has all requisite power and authority to enter into this Agreement and all other documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Documents Document” and collectively, the “Merger Transaction Documents”), including the Merger and the CPA15 Merger, and, subject to receipt of the CPA16 CPA15 Stockholder ApprovalsApproval, to consummate the transactions contemplated thereby. The execution and delivery of the Merger Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA16CPA15 and CPA 15 Holdco, subject to receipt of the CPA16 CPA15 Stockholder Approvals, and Merger SubApproval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.1(c)(ii) of the CPA16 CPA15 Disclosure Letter are duly and timely obtained or made and the CPA16 CPA15 Stockholder Approvals have Approval has been obtained, the execution and delivery of the Merger Transaction Documents by CPA16 CPA15 and Merger Sub CPA 15 Holdco do not, and the consummation of the transactions contemplated thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub under CPA15 or require the consent or approval of any third party under, any provision of (A) the CPA16 Charter CPA15 Charters or the bylaws of CPA16 (the “CPA16 CPA15 Bylaws”) (with respect to CPA16) or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), (B) any CPA16 material contract filed as an exhibit to CPA 15’s annual report on Form 10-K for the year ended December 31, 2010 filed with the SEC (a “CPA15 Material Contract Contract”) (it being understood that no representation is being given as to whether the Surviving Company will be in compliance with any financial covenants contained therein following the Merger) or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 or Merger Sub, CPA15 or any of their respective its properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA15 Material Adverse Effect.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 CPA15 or CPA 15 Holdco or any of the CPA16 CPA15 Subsidiaries in connection with the execution and delivery of the Merger Transaction Documents by CPA16 CPA15 or Merger Sub CPA 15 Holdco or the consummation by CPA16 or Merger Sub CPA15, CPA 15 Holdco or the applicable CPA16 CPA15 Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and such other compliance with the Exchange Act, as may be required in connection with the Merger Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of the articles of amendment merger with respect to the CPA16 Charter to effect the CPA16 Capital Increase CPA15 Merger with, and the acceptance for record of such articles of amendment merger by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (E) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA15 Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (W P Carey & Co LLC), Merger Agreement (Corporate Property Associates 15 Inc)
Authority; No Violations; Consents and Approval. (ia) The CPA16 Special CommitteeParent Board has, at a meeting duly called and held, unanimously (A) determined that this Agreement, and by unanimous vote approved the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate REIT Merger and the other transactions contemplated Partnership Merger. Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the Contemplated Transactions to which it is a party, subject, solely with respect to the consummation of the REIT Merger, to the acceptance for record of the Maryland Articles of Merger by the Transaction DocumentsSDAT. American Campus Communities Holdings LLC, on behalf of the Parent Operating Partnership, has duly approved all requisite power and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase authority to enter into this Agreement and the other transactions contemplated by Parent Operating Partnership has all requisite partnership power and authority to consummate the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase be submitted for consideration at a special meeting (the “CPA16 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Partnership Merger. Each of CPA16 REIT Merger Sub and Partnership Merger Sub has all requisite power and authority to enter into the Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, this Agreement and all requisite power and authority to consummate the transactions contemplated therebyMerger to which it is a party. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been, or when executed will have been, been duly authorized by all necessary corporate, trust or other organizational action on the part of CPA16the Company, subject to receipt American Campus Communities Holdings LLC, on behalf of the CPA16 Stockholder ApprovalsParent Operating Partnership, REIT Merger Sub and Partnership Merger Sub. This Agreement has been duly executed and delivered by the Company, American Campus Communities Holdings LLC, on behalf of the Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub, and are assuming due execution and delivery by each of the Company, the Company Operating Partnership and the Delaware Company, constitutes the legal, valid and binding obligation of each of the Parent Parties, enforceable against each of the Parent Parties in accordance with their its terms, subject to enforceability, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).
(iib) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to Except as set forth in Schedule 2.2(c)(iiSection 5.04(b) of the CPA16 Parent Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtainedSchedule, the execution and delivery of the Transaction Documents this Agreement by CPA16 and Merger Sub do not, and the consummation each of the transactions contemplated thereby, and compliance with the provisions hereof or thereof, will not, Parent Parties does not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or the loss of a benefit under, or give rise to a right of purchase under, result in the triggering of any payment or creation of any Lien upon any of the properties or assets of CPA16 Parent or Merger Sub under or any of its Subsidiaries under, require the consent or approval of any third party or otherwise result in a default to Parent or any of its Subsidiaries under, any provision of (A) the CPA16 Parent Charter or the bylaws Parent Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub)Subsidiaries of Parent, (B) loan or credit agreement or any CPA16 Material Contract note, or any bond, mortgage, indenture, lease, agreement, instrument, permit, franchise or license or other instrument or obligation to which Parent or any of its Subsidiaries is a party, or to which their respective properties or assets are bound, or (C) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.04(c) are duly and timely obtained or made, any judgment, order, decree, statute, Law, ordinance, rule Law or regulation applicable to CPA16 order binding upon Parent or Merger Subany of the Parent Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (B) or and (C), any such conflicts, losses, violations, defaults, rights or Liens that, individually or in the aggregate, that would not reasonably be expected to have a CPA16 Material Adverse Effectmaterially impair or delay the ability of any of the Parent Parties to perform its obligations under this Agreement or prevent the consummation by any of the Parent Parties of any of the transactions contemplated hereby.
(iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental EntityAuthority, is required by or with respect to CPA16 on behalf of Parent or any of the CPA16 Parent Subsidiaries in connection with the execution and delivery of this Agreement by the Transaction Documents by CPA16 or Merger Sub Parent Parties or the consummation by CPA16 or Merger Sub or the applicable CPA16 Subsidiaries Parent Parties of the transactions contemplated therebyhereby, except for: (A) the filing with the SEC of (1) (athe Registration Statement for the Parent Common Shares to be issued pursuant to Section 3.01(c)(i) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated therebyOther Filings; (B) the filing of the Maryland Articles of Merger with, and the acceptance for record of the Maryland Articles of Merger by, the SDATSDAT and the filing of the Delaware Merger Certificate with the DSOS; (C) the filing of articles of amendment to the CPA16 Charter to effect Partnership Merger Certificate with the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDATDSOS; (D) such filings and approvals as may be required by any applicable Environmental Lawsstate securities or “blue sky” Laws in connection with the issuance of the Parent Common Shares pursuant to this Agreement and the approval of listing of such Parent Common Shares on the NYSE; (E) compliance with the rules and regulations of the NYSE; and (EF) any such consentthe filing, approvalif necessary, order, authorization, registration, declaration, filing or permit that of a premerger notification and report form by the Company under the HSR Act; except where the failure to obtain any such consents, approvals, orders, authorizations, declarations, filings, notices or make permits would not, individually or in the aggregate, would not reasonably be expected likely to have a CPA16 Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (GMH Communities Trust), Merger Agreement (GMH Communities Trust)
Authority; No Violations; Consents and Approval. (i) The CPA16 CPA14 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, Merger and the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 CPA14 and the stockholders of CPA16 CPA14 Stockholders and (B) recommended to the Board of Directors of CPA16 CPA14 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, Merger and the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16CPA14, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, Merger and the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, Merger and the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization Merger and the CPA16 Capital Increase Alternate Merger be submitted for consideration at a special meeting of the CPA14 Stockholders (the “CPA16 CPA14 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub CPA14 has all requisite power and authority to enter into this Agreement and all other documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Transaction Documents Document” and collectively, the “Transaction Documents”) and, subject to receipt of the CPA16 CPA14 Stockholder ApprovalsApproval, to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA16CPA14, subject to receipt of the CPA16 CPA14 Stockholder Approvals, and Merger SubApproval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.1(d)(ii) of the CPA16 CPA14 Disclosure Letter are duly and timely obtained or made and the CPA16 CPA14 Stockholder Approvals have Approval has been obtained, the execution and delivery of the Transaction Documents by CPA16 and Merger Sub CPA14 do not, and the consummation of the transactions contemplated thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 CPA14 or Merger Sub any of the CPA14 Subsidiaries under or require the consent or approval of any third party under, any provision of (A) the CPA16 CPA14 Charter or the bylaws CPA14 Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub)CPA14 Subsidiaries, (B) any CPA16 CPA14 Material Contract (it being understood that no representation is being given as to whether the Surviving Company and the CPA14 Subsidiaries will be in compliance with any financial covenants contained therein following the Merger) or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 CPA14 or Merger Subany of the CPA14 Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA14 Material Adverse Effect.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 CPA14 or any of the CPA16 CPA14 Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub CPA14 or the consummation by CPA16 or Merger Sub CPA14 or the applicable CPA16 CPA14 Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; , and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA14 Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Corporate Property Associates 14 Inc), Agreement and Plan of Merger (Carey W P & Co LLC)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special CommitteeBoard of Directors of X. X. Xxxxx, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization are advisable and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 X. X. Xxxxx and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and thereinX. X. Xxxxx. The Board of Directors of CPA16X. X. Xxxxx, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Transaction Documents Documents, has recommended the approval of the Merger by the stockholders of X. X. Xxxxx (the “X. X. Xxxxx Stockholders”) and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase Merger be submitted for consideration at a special meeting (the “CPA16 X. X. Xxxxx Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 X. X. Xxxxx Stockholders”). Each of the The Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved and declared advisable this Agreement and the transactions contemplated hereby and by the Transaction Documents, including the Merger. .
(ii) Each of CPA16 X. X. Xxxxx and Merger Sub has all requisite power and authority to enter into this Agreement and the Transaction Documents and, subject to receipt of the CPA16 X. X. Xxxxx Stockholder ApprovalsApproval (as hereinafter defined), to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA16X. X. Xxxxx and Merger Sub, subject to receipt of the CPA16 X. X. Xxxxx Stockholder Approvals, and Merger SubApproval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(iiiii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.2(c)(iii) of the CPA16 X. X. Xxxxx Disclosure Letter are duly and timely obtained or made and the CPA16 X. X. Xxxxx Stockholder Approvals Approval have been obtained, the execution and delivery of the Transaction Documents by CPA16 X. X. Xxxxx and Merger Sub do not, and the consummation of the transactions contemplated thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 X. X. Xxxxx, X. X. Xxxxx Holdco LLC or Merger Sub under or require the consent or approval of any third party under, any provision of (A) the CPA16 Charter amended and restated articles of incorporation of X. X. Xxxxx (“X. X. Xxxxx Charter”) or the amended and restated bylaws of CPA16 X. X. Xxxxx (the “CPA16 X. X. Xxxxx Bylaws”) (with respect to CPA16X. X. Xxxxx), the X. X. Xxxxx Holdco LLC limited liability company agreement (with respect to X. X. Xxxxx Holdco LLC) or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), (B) any CPA16 X. X. Xxxxx Material Contract or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 X. X. Xxxxx or Merger Sub, Sub or any of their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 X. X. Xxxxx Material Adverse Effect.
(iiiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 X. X. Xxxxx or any of the CPA16 X. X. Xxxxx Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 X. X. Xxxxx or Merger Sub or the consummation by CPA16 X. X. Xxxxx or Merger Sub or the applicable CPA16 X. X. Xxxxx Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a CPA16 X. X. Xxxxx Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Corporate Property Associates 16 Global Inc), Agreement and Plan of Merger (W. P. Carey Inc.)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Gadsden Board of Directors of CPA16 that it approve has approved and declare declared advisable this Agreement, and the transactions contemplated hereby and by the Stock Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents this Agreement and has authorized directed that the Alternate Merger, the Reorganization and the CPA16 Capital Increase Stock Transaction be submitted for consideration at a special meeting of the holders of Gadsden capital stock who are entitled to vote thereat (the “CPA16 Gadsden Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub Gadsden has all requisite corporate or partnership power and authority to enter into this Agreement and to consummate the Transaction Documents andtransactions contemplated hereby, subject to receipt of the CPA16 Gadsden Stockholder Approvals, to consummate the transactions contemplated therebyApproval. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been, or when executed will have been, been duly authorized by all necessary corporate, or other organizational action on the part of CPA16Gadsden and each applicable Gadsden Subsidiary, subject to receipt of the CPA16 Gadsden Stockholder ApprovalsApproval. This Agreement has been duly executed and delivered by Gadsden, and Merger Subsubject, solely to receipt of the Gadsden Stockholder Approval, and are assuming due execution and delivery by Parent, constitutes legal, valid and binding obligations of Gadsden, enforceable against Gadsden in accordance with their its terms, subject to enforceability, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred Subject to in Schedule 2.2(c)(ii) receipt of the CPA16 Disclosure Letter are duly and timely obtained or made and the CPA16 Gadsden Stockholder Approvals have been obtainedApproval, the execution and delivery of the Transaction Documents this Agreement by CPA16 and Merger Sub do Gadsden does not, and the consummation of the transactions contemplated therebyhereby, and compliance with the provisions hereof or thereofhereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase obligation under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub under or require the consent or approval of any third party under, any provision of of
(A) the CPA16 Gadsden Charter or the bylaws Gadsden Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), Gadsden Subsidiaries,
(B) any CPA16 Material Contract loan or credit agreement or note, or any bond, mortgage, indenture, joint venture, lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to Gadsden or any of the Gadsden Subsidiaries, or to which their respective properties or assets are bound or any guarantee by Gadsden or any of the Gadsden Subsidiaries of any of the foregoing, or
(C) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 3.1(d)(iii) are duly and timely obtained or made and the Gadsden Stockholder Approval has been obtained, any judgment, order, decree, statute, Law, ordinance, rule Law or regulation Order applicable to CPA16 or Merger Subbinding upon Gadsden or any of the Gadsden Subsidiaries, or any of their respective properties or assets, other thanthan as may arise in connection with the financing of the transactions contemplated by this Agreement, except in the case of clauses (B) or and (C), any such conflicts, violations, defaults, rights or Liens of the foregoing that, individually or in the aggregate, would not reasonably be expected to have constitute a CPA16 Gadsden Material Adverse Effect.
(iii) No consent, approval, order Order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental Entity, is required by or with respect to CPA16 on behalf of Gadsden or any of the CPA16 Gadsden Subsidiaries in connection with the execution and delivery of the Transaction Documents this Agreement by CPA16 or Merger Sub Gadsden or the consummation by CPA16 or Merger Sub or the applicable CPA16 Subsidiaries Gadsden of the transactions contemplated therebyby this Agreement, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and for any such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (E) any such consent, approval, orderOrder, authorization, registration, declaration, filing or permit that the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effectmaterially impair or delay the ability of any of Gadsden or OPCO to perform its obligations hereunder or prevent the consummation by them of any of the transactions contemplated hereby.
Appears in 1 contract
Authority; No Violations; Consents and Approval. (ia) The CPA16 Special Committee, at a meeting duly called Company and held, unanimously (A) determined that Company L.P. each has all requisite real estate investment trust or partnership power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents and to consummate the transactions contemplated hereby and by the Transaction Documentsthereby, including the Mergersubject, the Alternate Merger, the Reorganization and an amendment with respect to the articles consummation of incorporation the REIT Merger and the Prudential Asset Sale, to receipt of CPA16 (“CPA16 Charter”) the affirmative vote of the holders of at least a majority of all votes entitled to increase be cast on the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock REIT Merger and the Prudential Asset Sale (the “CPA16 Capital IncreaseRequired Company Vote”) are in the best interests of CPA16 and the stockholders acceptance for record of CPA16 the Articles of Merger by the State Department of Assessments and (B) recommended to the Board Taxation of Directors of CPA16 that it approve and declare advisable this AgreementMaryland, and the transactions contemplated hereby and acceptance for filing of the OP Merger Certificate by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board Secretary of Directors of CPA16, including a majority State of the independent directors and a majority State of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase be submitted for consideration at a special meeting (the “CPA16 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”)Delaware. Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub Company Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into the such Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, Document and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been, or when executed will have been, been duly authorized by all necessary action on the part of CPA16the Company and each applicable Company Subsidiary, subject subject, with respect to the consummation of the REIT Merger and the Prudential Asset Sale, to receipt of the CPA16 Stockholder ApprovalsRequired Company Vote. The Transaction Documents have been duly executed and delivered by the Company and each applicable Company Subsidiary and constitute legal, valid and binding obligations of the Company and each applicable Company Subsidiary, and assuming they are binding obligations of Parent, Parent L.P., Merger Sub, Sub and are enforceable L.P. Merger Sub in accordance with their terms, subject to enforceabilityare enforceable against the Company and each Company Subsidiary in accordance with their terms, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(iib) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to Except as set forth in Schedule 2.2(c)(iiSection 3.03(b) of the CPA16 Company Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtainedLetter, the execution and delivery of the Transaction Documents by CPA16 the Company and Merger Sub each applicable Company Subsidiary do not, and and, after obtaining the Required Company Vote, the consummation of the transactions contemplated hereby or thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or the material loss of a benefit under, or give rise to a right of purchase purchase, first offer or forced sale, under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of CPA16 the Company or Merger Sub any of the Company Subsidiaries under any provision of: Back to Contents
(i) the Company Organizational Documents or require the consent comparable charter or approval organizational documents (including any operating agreement or limited partnership agreement) of any third party under, any provision of Company Subsidiary;
(A) the CPA16 Charter or the bylaws of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), (Bii) any CPA16 Material Contract applicable to the Company or any Company Subsidiary, or their respective properties or assets or any guarantee by the Company or any Company Subsidiary of any of the foregoing, it being understood that no representation is being given as to whether the Surviving Company, the Surviving L.P. and their Subsidiaries will be in compliance with any financial covenants contained therein following the Mergers; or
(Ciii) assuming the consents, approvals, authorizations, permits and filings or notifications referred to in Section 3.03(d) are duly and timely obtained or made and the Required Company Vote and Required Parent Vote each have been obtained, any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 the Company or Merger Subany Company Subsidiary, or any of their respective properties or assets, other than, in the case of ; except as to clauses (Bii) or and (C), any such conflicts, violations, defaults, rights or Liens thatiii) as would not, individually or in the aggregate, would not reasonably be expected to have cause a CPA16 Company Material Adverse Effect.
(iiic) No Except as set forth on Section 3.03(c) of the Company Disclosure Letter, without limiting the generality of Section 3.03(b), the transactions contemplated herein do not violate any provision regarding direct or indirect transfers of interests in any Company Subsidiary that are set forth in any agreement relating to the operation of, or the ownership of interests in, any Company Subsidiary, even if such transactions result in a termination under Section 708 of the Code of any Company Subsidiary.
(d) Except as set forth in Section 3.03(d) of the Company Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, or permit from from, any Governmental Entity, is required by or with respect to CPA16 on behalf of the Company or any of the CPA16 Company Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub the Company and each of the applicable Company Subsidiaries or the consummation by CPA16 or Merger Sub the Company or the applicable CPA16 Company Subsidiaries of the transactions contemplated hereby or thereby, except for: :
(Ai) as to the REIT Merger, the filing of the Articles of Merger with the SEC Department of Assessment and Taxation of the State of Maryland, and as to the OP Merger, the filing of the OP Merger Certificate with the Secretary of State of the State of Delaware; Back to Contents
(1ii) a proxy statement relating to the Required Company Vote (a) as amended or supplemented from time to time, the Joint “Company Proxy Statement/Prospectus or ”) and the Registration Statement (bas defined below);
(iii) other documents otherwise required in connection with rules and regulations of the transactions contemplated hereby and NYSE;
(2iv) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act, and such other compliance with the Exchange Act”), as may be required in connection with the Transaction Documents this Agreement and the transactions contemplated thereby; by this Agreement;
(B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (Dv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Parent Common Shares and Parent Class A Units pursuant to this Agreement; and
(vi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or permits that (1) may be required by in connection with the payment of any applicable Environmental Laws; transfer and gains taxes or under federal, state or local environmental laws or (E2) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Brandywine Operating Partnership Lp /Pa)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Parent Board of Directors of CPA16 that it approve has approved and declare declared advisable this Agreement, and the transactions contemplated hereby and by the Stock Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase be submitted for consideration at a special meeting (the “CPA16 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”)this Agreement. Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub The Parent has all requisite power corporate and authority to enter into the Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, this Agreement and to consummate the transactions contemplated therebyhereby, subject to the filing of designation of the Parent Securities. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been, or when executed will have been, been duly authorized by all necessary corporate, or other organizational action on the part of CPA16, subject to receipt of the CPA16 Stockholder ApprovalsParent. This Agreement has been duly executed and delivered by Parent, and Merger Subassuming due execution and delivery by Gadsden, constitutes legal, valid and are binding obligations of Parent, enforceable against Parent in accordance with their its terms, subject to enforceability, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii) of the CPA16 Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtained, the The execution and delivery of the Transaction Documents this Agreement by CPA16 and Merger Sub do Parent does not, and the consummation of the transactions contemplated therebyhereby, and compliance with the provisions hereof or thereofhereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase obligation under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub under or require the consent or approval of any third party under, any provision of of
(A) the CPA16 Parent Charter or the bylaws Parent Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), organizational documents of any Parent Subsidiary,
(B) any CPA16 Material Contract loan or credit agreement or note, or any bond, mortgage, indenture, joint venture, lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to Parent or any Parent Subsidiary, or to which their respective properties or assets are bound or any guarantee by Parent or any Parent Subsidiary of any of the foregoing, or
(C) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 3.2(d)(iii) are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, any judgment, order, decree, statute, Law, ordinance, rule Law or regulation Order applicable to CPA16 or Merger Subbinding upon Parent or any Parent Subsidiary, or any of their respective properties or assets, other thanthan as may arise in connection with Gadsden or any Gadsden Subsidiary financing of the transactions contemplated by this Agreement, except in the case of clauses (B) or and (C), any such conflicts, violations, defaults, rights or Liens of the foregoing that, individually or in the aggregate, would not reasonably be expected to have constitute a CPA16 Parent Material Adverse Effect.
(iii) No consent, approval, order Order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental Entity, is required by or with respect to CPA16 on behalf of Parent or any of the CPA16 Subsidiaries Parent Subsidiary in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub this Agreement Parent or the consummation by CPA16 or Merger Sub or the applicable CPA16 Subsidiaries Parent of the transactions contemplated therebyby this Agreement, except for: :
(A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with designation of the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated therebyParent Securities; or
(B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (E) any such other consent, approval, orderOrder, authorization, registration, declaration, filing or permit that the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effectmaterially impair or delay the ability of Parent to perform its obligations hereunder or prevent the consummation by them of any of the transactions contemplated hereby.
Appears in 1 contract
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Gadsden Board of Directors of CPA16 that it approve has approved and declare declared advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents this Agreement and has authorized directed that the Alternate Merger, the Reorganization and the CPA16 Capital Increase Merger be submitted for consideration at a special meeting of the holders of Gadsden capital stock who are entitled to vote thereat (the “CPA16 Gadsden Stockholder Meeting”) ). The only stockholders who are entitled to vote at the Gadsden Stockholder Meeting are the holders of the stockholders of CPA16 (Gadsden Common Shares, the “CPA16 Stockholders”)Gadsden Series A Preferred Shares and the Gadsden Series C Preferred Shares. Each of Gadsden and the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub Operating Partnership each has all requisite corporate or partnership power and authority to enter into this Agreement and to consummate the Transaction Documents andtransactions contemplated hereby, subject to receipt of the CPA16 Gadsden Stockholder Approvals, Approval and the filing of Articles of Merger pursuant to consummate the transactions contemplated therebyMGCL. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been, or when executed will have been, been duly authorized by all necessary corporate, or other organizational action on the part of CPA16Gadsden and each applicable Gadsden Subsidiary, subject subject, solely with respect to the consummation of the Merger, to receipt of the CPA16 Gadsden Stockholder ApprovalsApproval. This Agreement has been duly executed and delivered by Gadsden and the Operating Partnership, and Merger Subsubject, solely with respect to the consummation of the Merger, to receipt of the Gadsden Stockholder Approval, and are assuming due execution and delivery by each of the Purchaser Parties, constitutes legal, valid and binding obligations of Gadsden and the Operating Partnership, enforceable against Gadsden and the Operating Partnership in accordance with their its terms, subject to enforceability, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred Subject to in Schedule 2.2(c)(ii) receipt of the CPA16 Disclosure Letter are duly and timely obtained or made and the CPA16 Gadsden Stockholder Approvals have been obtainedApproval, the execution and delivery of this Agreement by Gadsden and the Transaction Documents by CPA16 and Merger Sub do Operating Partnership does not, and the consummation of the transactions contemplated therebyhereby, and compliance with the provisions hereof or thereofhereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase obligation under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub under or require the consent or approval of any third party under, any provision of of
(A) the CPA16 Gadsden Charter or the bylaws Gadsden Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), Gadsden Subsidiaries,
(B) any CPA16 Material Contract loan or credit agreement or note, or any bond, mortgage, indenture, joint venture, lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to Gadsden or any of the Gadsden Subsidiaries, or to which their respective properties or assets are bound or any guarantee by Gadsden or any of the Gadsden Subsidiaries of any of the foregoing, or
(C) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 3.1(d)(iii) are duly and timely obtained or made and the Gadsden Stockholder Approval has been obtained, any judgment, order, decree, statute, Law, ordinance, rule Law or regulation Order applicable to CPA16 or Merger Subbinding upon Gadsden or any of the Gadsden Subsidiaries, or any of their respective properties or assets, other thanthan as may arise in connection with the Purchaser Parties’ financing of the transactions contemplated by this Agreement, except in the case of clauses (B) or and (C), any such conflicts, violations, defaults, rights or Liens of the foregoing that, individually or in the aggregate, would not reasonably be expected to have constitute a CPA16 Gadsden Material Adverse Effect.
(iii) No consent, approval, order Order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental Entity, is required by or with respect to CPA16 on behalf of Gadsden or any of the CPA16 Gadsden Subsidiaries in connection with the execution and delivery of this Agreement by Gadsden or the Transaction Documents by CPA16 or Merger Sub Operating Partnership or the consummation by CPA16 or Merger Sub Gadsden or the applicable CPA16 Subsidiaries Operating Partnership of the transactions contemplated therebyby this Agreement, except for:
(A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDATMerger; or
(C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (EB) any such other consent, approval, orderOrder, authorization, registration, declaration, filing or permit that the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effectmaterially impair or delay the ability of any of Gadsden or the Operating Partnership to perform its obligations hereunder or prevent the consummation by them of any of the transactions contemplated hereby.
Appears in 1 contract
Authority; No Violations; Consents and Approval. (ia) The CPA16 Special Committee, at a meeting duly called Company and held, unanimously (A) determined that Company L.P. each has all requisite corporate or partnership power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, subject (i) with respect to the consummation of the REIT Merger, to receipt of the affirmative vote of the holders of at least 66-2/3% of the voting power of the outstanding shares of Company Common Stock entitled to vote on the REIT Merger (the "REQUIRED COMPANY VOTE") and the acceptance for recording of the Articles of Merger by the Transaction Documents, including State of Maryland Department of Assessments and Taxation and (ii) with respect to the consummation of the OP Merger, to receipt of the Alternate Merger, affirmative vote or consent of the Reorganization and an amendment to the articles holders of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority voting power of the directors who are not interested in Company L.P. Units entitled to vote on the Merger, OP Merger (the Alternate Merger "OP MERGER APPROVAL") and the other transactions contemplated acceptance for filing of the OP Merger Certificate by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase be submitted for consideration at a special meeting (the “CPA16 Stockholder Meeting”) Secretary of State of the stockholders State of CPA16 (the “CPA16 Stockholders”)Delaware. Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub Company Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into the such Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, Document and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been, or when executed will have been, been duly authorized by all necessary action on the part of CPA16the Company and each applicable Company Subsidiary, subject (i) with respect to the consummation of the REIT Merger, to receipt of the CPA16 Stockholder ApprovalsRequired Company Vote and (ii) with respect to the consummation of the OP Merger, to receipt of the OP Merger Approval. The Transaction Documents have been duly executed and delivered by the Company and each applicable Company Subsidiary and constitute legal, valid and binding obligations of the Company and each applicable Company Subsidiary, and assuming they are binding obligations of Parent, Parent L.P., Merger Sub, Sub and are enforceable L.P. Merger Sub in accordance with their terms, subject to enforceabilityare enforceable against the Company and each Company Subsidiary in accordance with their terms, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(iib) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii) of the CPA16 Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtained, the The execution and delivery of the Transaction Documents by CPA16 the Company and Merger Sub each applicable Company Subsidiary do not, and the consummation of the transactions contemplated hereby or thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or the loss of a benefit under, or give rise to a right of purchase purchase, first offer or forced sale, under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of CPA16 the Company or Merger Sub under any of the Company Subsidiaries under, or require the consent or approval of any third party Third Party or otherwise result in a detriment or default to the Company or any of the Company Subsidiaries under, any provision of of:
(Ai) the CPA16 Charter Company Organizational Documents or the bylaws comparable charter or organizational documents (including any operating agreement or limited partnership agreement) of CPA16 any Company Subsidiary;
(ii) except as set forth in Section 3.03(b) of the “CPA16 Bylaws”Company Disclosure Letter, any Contract applicable to the Company or any Company Subsidiary, or their respective properties or assets or any guarantee by the Company or any Company Subsidiary of any of the foregoing, it being understood that no representation is being given as to whether the Surviving Company, the Surviving L.P. and their Subsidiaries will be in compliance with any financial covenants contained therein following the Merger; or
(iii) (with respect assuming the consents, approvals, authorizations, permits and filings or notifications referred to CPA16in Section 3.03(d) are duly and timely obtained or made and the Required Company Vote and the OP Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub)Approval each have been obtained, (B) any CPA16 Material Contract or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 the Company or Merger Subany Company Subsidiary, or any of their respective properties or assets, other than, in the case of ; except as to clauses (Bii) or and (C), any such conflicts, violations, defaults, rights or Liens thatiii) as would not, individually or in the aggregate, would not reasonably be expected to have cause a CPA16 Company Material Adverse Effect.
(iiic) No Without limiting the generality of Section 3.03(b), the transactions contemplated herein do not violate any provision regarding direct or indirect transfers of interests in any Company Subsidiary that are set forth in any agreement relating to the operation of, or the ownership of interests in, any Company Subsidiary, even if such transactions result in a termination under Section 708 of the Code of any Company Subsidiary.
(d) Except as set forth in Section 3.03(d) of the Company Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, or permit from from, any Governmental Entity, is required by or with respect to CPA16 on behalf of the Company or any of the CPA16 Company Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub the Company and each of the applicable Company Subsidiaries or the consummation by CPA16 or Merger Sub the Company or the applicable CPA16 Company Subsidiaries of the transactions contemplated hereby or thereby, except for: :
(Ai) as to the REIT Merger, the filing of the Articles of Merger with the SEC Department of (1) (a) Assessment and Taxation of the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection State of Maryland, and as to the OP Merger, the filing of the OP Merger Certificate with the transactions contemplated hereby Secretary of State of the State of Delaware;
(ii) a proxy statement relating to the Required Company Vote (as amended or supplemented from time to time, the "PROXY STATEMENT") and the Registration Statement (2as defined below);
(iii) rules and regulations of the NYSE;
(iv) such reports under Section 13(a) of the Securities Exchange ActAct of 1934, and such other compliance with as amended (the Exchange Act"EXCHANGE ACT"), as may be required in connection with the Transaction Documents this Agreement and the transactions contemplated thereby; by this Agreement;
(B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (Dv) such filings and approvals as may are required to be required by any applicable Environmental Laws; made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Parent Common Stock, Parent 6% Preferred Stock, Parent 8-3/8% Preferred Stock and Parent L.P. Interests pursuant to this Agreement, and
(Evi) any such consentother consents, approvalapprovals, orderorders, authorizationauthorizations, registrationregistrations, declarationdeclarations, filing filings or permit permits that the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 Company Material Adverse Effect.
Appears in 1 contract
Authority; No Violations; Consents and Approval. (i) The CPA16 Special CommitteeExcept as set forth in Section 3.1(d)(i) of the Innkeepers Disclosure Letter, at a meeting duly called and held, unanimously (A) the Innkeepers REIT Board of Trustees (x) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by hereby, taken together, are fair to, advisable and in the Transaction Documentsbest interests of Innkeepers REIT and the shareholders of Innkeepers REIT, has duly approved (y) voted to (1) approve this Agreement and declared advisable the transactions contemplated hereby, including the Merger, (2) recommended acceptance and approval by the Alternate MergerInnkeepers REIT Common Shareholders of this Agreement, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by hereby (the Transaction Documents "Innkeepers Board Recommendation") and has authorized (3) directed that the Alternate Merger, the Reorganization Merger and the CPA16 Capital Increase other transactions contemplated hereby be submitted for consideration at a special meeting of the Innkeepers REIT Common Shareholders (the “CPA16 Stockholder "Innkeepers REIT Shareholder Meeting”"), (B) the board of directors of the General Partner, as general partner of Innkeepers LP, has approved this Agreement and the transactions contemplated hereby and (C) at least two-thirds of the Innkeepers LP Unitholders, in their capacity as limited partners of Innkeepers LP, have irrevocably consented and agreed to Innkeepers REIT, the General Partner and Innkeepers LP entering into the Innkeepers LP Amendment and the Merger Agreement. Except as set forth in Section 3.1(d)(i) of the stockholders of CPA16 (Innkeepers Disclosure Letter, Innkeepers REIT has all requisite trust power and authority to enter into this Agreement and to consummate the “CPA16 Stockholders”). Each transactions contemplated hereby, subject, solely with respect to the consummation of the Board Merger, to receipt of Directors the Innkeepers Shareholder Approval and the acceptance for record of the Articles of Merger Sub and CPA16by the Maryland Department. Except as set forth in Section 3.1(d)(i) of the Innkeepers Disclosure Letter, as each other Innkeepers Subsidiary, other than the sole stockholder of Merger SubGeneral Partner, has duly approved the Merger. Each of CPA16 and Merger Sub that is a party to this Agreement has all requisite power and authority to enter into the Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, this Agreement and to consummate the transactions contemplated therebyhereby. The Except as set forth in Section 3.1(d)(i) of the Innkeepers Disclosure Letter, the execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been, or when executed will have been, been duly authorized by all necessary corporate, trust or other organizational action on the part of CPA16each applicable Innkeepers Party and each applicable Innkeepers Subsidiary, subject subject, solely with respect to the consummation of the Merger, to receipt of the CPA16 Stockholder ApprovalsInnkeepers Shareholder Approval. Except as set forth in Section 3.1(d)(i) of the Innkeepers Disclosure Letter, this Agreement has been duly executed and Merger Subdelivered by each Innkeepers Party and subject, solely with respect to the consummation of the Merger, to receipt of the Innkeepers Shareholder Approval and are assuming due execution and delivery by each of the Purchaser Parties, constitutes a legal, valid and binding obligation of each Innkeepers Party, enforceable against each Innkeepers Party in accordance with their its terms, subject to enforceability, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).
(ii) Assuming Subject to receipt of the consentsInnkeepers Shareholder Approval, approvals, authorizations or permits and filings or notifications referred to except as set forth in Schedule 2.2(c)(iiSection 3.1(d)(ii) of the CPA16 Innkeepers Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtainedLetter, the execution and delivery of the Transaction Documents this Agreement by CPA16 and Merger Sub do each Innkeepers Party, as applicable, does not, and the consummation of the transactions contemplated therebyhereby, as applicable, and compliance with the provisions hereof or thereofhereof, will as applicable, shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 Innkeepers REIT or Merger Sub under or any of the Innkeepers Subsidiaries under, require the consent or approval Consent of any third party or otherwise result in a detriment or default to Innkeepers REIT or any of the Innkeepers Subsidiaries under, any provision of (A) the CPA16 Innkeepers REIT Charter or the bylaws Innkeepers REIT Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub)Innkeepers Subsidiaries, (B) any CPA16 Material Contract or loan or credit agreement or note, or any bond, mortgage, indenture, guarantee, lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to Innkeepers REIT or any of the Innkeepers Subsidiaries, or to which their respective properties or assets are bound or any guarantee by Innkeepers REIT or any of the Innkeepers Subsidiaries of any of the foregoing, (C) any judgmentjoint venture or other ownership arrangement or (D) assuming the Consents referred to in Section 3.1(d)(iii) are duly and timely obtained or made and the Innkeepers Shareholder Approval has been obtained, order, decree, statute, Law, ordinance, rule any Law or regulation Order applicable to CPA16 or Merger Subbinding upon Innkeepers REIT or any of the Innkeepers Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (B) or and (C), any such conflicts, violations, defaults, rights rights, Liens or Liens thatdetriments that would not, individually or in the aggregate, would not reasonably be expected to have a CPA16 constitute an Innkeepers Material Adverse Effect.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit Consent from any Governmental Entity, is required by or with respect to CPA16 on behalf of Innkeepers REIT or any of the CPA16 Innkeepers Subsidiaries in connection with the execution and delivery of this Agreement by any of the Transaction Documents by CPA16 or Merger Sub Innkeepers Parties or the consummation by CPA16 or Merger Sub or any of the applicable CPA16 Subsidiaries Innkeepers Parties of the transactions contemplated therebyhereby, except for: (A) the filing with the SEC Securities and Exchange Commission (the "SEC") of (1) (ax) a proxy statement in preliminary and definitive form (the Joint "Proxy Statement/Prospectus or ") relating to the Innkeepers REIT Shareholder Meeting held in connection with the Merger and (by) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such other compliance with the Exchange ActAct and the rules and regulations thereunder, as may be required in connection with the Transaction Documents this Agreement and the transactions contemplated therebyhereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDATMaryland Department; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental state securities or "blue sky" Laws; (D) such filings as may be required in connection with state or local transfer or sales Taxes; (E) compliance with the rules and regulations of the New York Stock Exchange (the "NYSE"); and (EF) any such other consent, approval, order, authorization, registration, declaration, filing filing, permit or permit notification (collectively, the "Consents") that the failure to obtain or make make, would not, individually or in the aggregate, would not reasonably be expected to have a CPA16 constitute an Innkeepers Material Adverse Effect.
Appears in 1 contract
Authority; No Violations; Consents and Approval. (ia) The CPA16 Special CommitteeCompany Board has, at a meeting duly called and heldby unanimous vote, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase REIT Merger and the other transactions contemplated by the Transaction Documents Contemplated Transactions and has authorized directed that the Alternate Merger, the Reorganization and the CPA16 Capital Increase REIT Merger be submitted for consideration at the Company Shareholder Meeting. The Company has all requisite trust power and authority to enter into this Agreement and to consummate the Contemplated Transactions to which it is a special meeting (party, subject, solely with respect to the “CPA16 Stockholder Meeting”) consummation of the stockholders of CPA16 (the “CPA16 Stockholders”). Each REIT Merger, to receipt of the Board Company Shareholder Approval (as hereinafter defined) and the acceptance for record of Directors the Maryland Articles of Merger Sub and CPA16by the SDAT. The General Partner, as on behalf of the sole stockholder of Merger SubCompany Operating Partnership, has duly approved all requisite trust power and authority to enter into this Agreement and the MergerCompany Operating Partnership has all requisite partnership power and authority to consummate the Contemplated Transactions to which it is a party. Each of CPA16 The Delaware Company has all requisite corporate power and Merger Sub has authority to enter into this Agreement and all requisite power and authority to enter into the Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, to consummate the transactions contemplated therebyMergers to which it is a party. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby Contemplated Transactions have been, or when executed will have been, been duly authorized by all necessary corporate, trust or other organizational action on the part of CPA16the Company and the General Partner, subject on behalf of the Company Operating Partnership, and the Company’s other Subsidiaries (including the Delaware Company), subject, solely with respect to the consummation of the REIT Merger, to receipt of the CPA16 Stockholder ApprovalsCompany Shareholder Approval. This Agreement has been duly executed and delivered by the Company, the General Partner, on behalf of the Company Operating Partnership, and the Delaware Company, and subject, solely with respect to the consummation of the REIT Merger, to receipt of the Company Shareholder Approval and assuming due execution and delivery by each of Parent, the Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub, constitutes the legal, valid and are binding obligation of the Company, the Company Operating Partnership and the Delaware Company, enforceable against the Company, the Company Operating Partnership and the Delaware Company in accordance with their its terms, subject to enforceability, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).
(iib) Assuming Section 4.04(b) of the Company Disclosure Schedule contains an accurate and complete listing of all consents, approvals, authorizations or permits authorizations, notifications and filings (collectively, the “Loan Consents”) required under any loan or notifications referred credit agreement, any note, or any bond, mortgage, indenture, or other similar debt instrument or obligation (the “Loan Documents”) to which the Company or any of its Subsidiaries is a party, or to which their respective properties or assets are bound to consummate the Contemplated Transactions without resulting in Schedule 2.2(c)(iipayment of a fee or other amount under, a conflict with, or violation of, or default (with or without notice or lapse of time, or both) under, or a right of termination, cancellation or acceleration of any obligation, or the loss of a benefit under, triggering of any payment or creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, require the consent or approval of any third party or otherwise result in a default to the Company or any of its Subsidiaries under, any such Loan Document.
(c) Except for the Loan Consents or as set forth in Section 4.04(c) of the CPA16 Company Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtainedSchedule, the execution and delivery of this Agreement by the Transaction Documents by CPA16 Company, the Company Operating Partnership and Merger Sub do the Delaware Company does not, and subject to receipt of the Company Shareholder Approval, the consummation of the transactions contemplated thereby, Contemplated Transactions and compliance with the provisions hereof or thereof, and of the other documentation related to the Contemplated Transactions will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or the loss of a benefit under, or give rise to a right of purchase under, result in the triggering of any payment or creation of any Lien upon any of the properties or assets of CPA16 the Company or Merger Sub under or any of its Subsidiaries under, require the consent or approval of any third party or otherwise result in a default to the Company or any of its Subsidiaries under, any provision of (A) the CPA16 Company Charter or the bylaws Company Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or Subsidiaries of the Merger Sub Bylaws (with respect to Merger Sub)Company, (B) loan or credit agreement or any CPA16 Material Contract note, or any bond, mortgage, indenture, lease, agreement, instrument, permit, franchise or license or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or to which their respective properties or assets are bound, or (C) assuming the consents, approvals, authorizations or permits and filings or notifications identified in Section 4.04(c) of the Company Disclosure Schedule are duly and timely obtained or made and the Company Shareholder Approval has been obtained, any judgment, order, decree, statute, Law, ordinance, rule Law or regulation applicable to CPA16 order binding upon the Company or Merger Subany of its Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (B) or clause (C), any such conflicts, losses, violations, defaults, rights or Liens thatthat would not, individually or in the aggregate, would not reasonably be expected likely to have a CPA16 Company Material Adverse Effect.
(iiid) No Except as set forth in Section 4.04(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental EntityAuthority, is required by or with respect to CPA16 on behalf of the Company or any of the CPA16 its Subsidiaries in connection with the execution and delivery of this Agreement by the Transaction Documents by CPA16 or Merger Sub Company Parties or the consummation by CPA16 the Company or Merger Sub or the applicable CPA16 its Subsidiaries of the transactions contemplated therebyContemplated Transactions, except for: (A) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (1) a proxy statement in definitive form (a) the Joint “Proxy Statement/Prospectus or (b”) other documents otherwise required relating to the Company Shareholder Meeting held in connection with the transactions contemplated hereby REIT Merger and of a registration statement on Form S-4 (the “Registration Statement”), which the Proxy Statement will be included as a proxy statement/prospectus, and declaration of effectiveness of the Registration Statement, and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such other compliance with the Exchange ActAct and the Securities Act and the rules and regulations thereunder, as may be required in connection with the Transaction Documents this Agreement and the transactions contemplated therebyContemplated Transactions (the “Other Filings”); (B) the filing of the Maryland Articles of Merger with, and the acceptance for record of the Maryland Articles of Merger by, the SDATSDAT and the filing of the Delaware Merger Certificate with the DSOS; (C) the filing of articles of amendment to the CPA16 Charter to effect Partnership Merger Certificate with the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDATDSOS; (D) such filings and approvals as may be required by any applicable Environmental Lawsstate securities or “blue sky” Laws in connection with the issuance of Parent Common Shares pursuant to this Agreement and approval of listing of such Parent Common Shares on the NYSE; (E) compliance with the rules and regulations of the NYSE; and (EF) any such consentthe filing, approvalif necessary, orderof a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, authorizationas amended (the “HSR Act”), registration, declaration, filing or permit that except where the failure to obtain any such consents, approvals, orders, authorizations, declarations, filings, notices or make permits would not, individually or in the aggregate, would not reasonably be expected likely to have a CPA16 Company Material Adverse Effect.
Appears in 1 contract
Authority; No Violations; Consents and Approval. (ia) The CPA16 Special CommitteeCompany Board has, at a meeting duly called and heldby unanimous vote, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase REIT Merger and the other transactions contemplated by the Transaction Documents Contemplated Transactions and has authorized directed that the Alternate Merger, the Reorganization and the CPA16 Capital Increase REIT Merger be submitted for consideration at the Company Shareholder Meeting. The Company has all requisite trust power and authority to enter into this Agreement and to consummate the Contemplated Transactions to which it is a special meeting (party, subject, solely with respect to the “CPA16 Stockholder Meeting”) consummation of the stockholders of CPA16 (the “CPA16 Stockholders”). Each REIT Merger, to receipt of the Board Company Shareholder Approval (as hereinafter defined) and the acceptance for record of Directors the Maryland Articles of Merger Sub and CPA16by the SDAT. The General Partner, as on behalf of the sole stockholder of Merger SubCompany Operating Partnership, has duly approved all requisite trust power and authority to enter into this Agreement and the MergerCompany Operating Partnership has all requisite partnership power and authority to consummate the Contemplated Transactions to which it is a party. Each of CPA16 The Delaware Company has all requisite corporate power and Merger Sub has authority to enter into this Agreement and all requisite power and authority to enter into the Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, to consummate the transactions contemplated therebyMergers to which it is a party. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby Contemplated Transactions have been, or when executed will have been, been duly authorized by all necessary corporate, trust or other organizational action on the part of CPA16the Company and the General Partner, subject on behalf of the Company Operating Partnership, and the Company’s other Subsidiaries (including the Delaware Company), subject, solely with respect to the consummation of the REIT Merger, to receipt of the CPA16 Stockholder ApprovalsCompany Shareholder Approval. This Agreement has been duly executed and delivered by the Company, the General Partner, on behalf of the Company Operating Partnership, and the Delaware Company, and subject, solely with respect to the consummation of the REIT Merger, to receipt of the Company Shareholder Approval and assuming due execution and delivery by each of Parent, the Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub, constitutes the legal, valid and are binding obligation of the Company, the Company Operating Partnership and the Delaware Company, enforceable against the Company, the Company Operating Partnership and the Delaware Company in accordance with their its terms, subject to enforceability, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).
(iib) Assuming Section 4.04(b) of the Company Disclosure Schedule contains an accurate and complete listing of all consents, approvals, authorizations or permits authorizations, notifications and filings (collectively, the “Loan Consents”) required under any loan or notifications referred credit agreement, any note, or any bond, mortgage, indenture, or other similar debt instrument or obligation (the “Loan Documents”) to which the Company or any of its Subsidiaries is a party, or to which their respective properties or assets are bound to consummate the Contemplated Transactions without resulting in Schedule 2.2(c)(iipayment of a fee or other amount under, a conflict with, or violation of, or default (with or without notice or lapse of time, or both) under, or a right of termination, cancellation or acceleration of any obligation, or the loss of a benefit under, triggering of any payment or creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, require the consent or approval of any third party or otherwise result in a default to the Company or any of its Subsidiaries under, any such Loan Document.
(c) Except for the Loan Consents or as set forth in Section 4.04(c) of the CPA16 Company Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtainedSchedule, the execution and delivery of this Agreement by the Transaction Documents by CPA16 Company, the Company Operating Partnership and Merger Sub do the Delaware Company does not, and subject to receipt of the Company Shareholder Approval, the consummation of the transactions contemplated thereby, Contemplated Transactions and compliance with the provisions hereof or thereof, and of the other documentation related to the Contemplated Transactions will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or the loss of a benefit under, or give rise to a right of purchase under, result in the triggering of any payment or creation of any Lien upon any of the properties or assets of CPA16 the Company or Merger Sub under or any of its Subsidiaries under, require the consent or approval of any third party or otherwise result in a default to the Company or any of its Subsidiaries under, any provision of (A) the CPA16 Company Charter or the bylaws Company Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or Subsidiaries of the Merger Sub Bylaws (with respect to Merger Sub)Company, (B) loan or credit agreement or any CPA16 Material Contract note, or any bond, mortgage, indenture, lease, agreement, instrument, permit, franchise or license or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or to which their respective properties or assets are bound, or (C) assuming the consents, approvals, authorizations or permits and filings or notifications identified in Section 4.04(c) of the Company Disclosure Schedule are duly and timely obtained or made and the Company Shareholder Approval has been obtained, any judgment, order, decree, statute, Law, ordinance, rule Law or regulation applicable to CPA16 order binding upon the Company or Merger Subany of its Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (B) or clause (C), any such conflicts, losses, violations, defaults, rights or Liens thatthat would not, individually or in the aggregate, would not reasonably be expected likely to have a CPA16 Company Material Adverse Effect.
(iiid) No Except as set forth in Section 4.04(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental EntityAuthority, is required by or with respect to CPA16 on behalf of the Company or any of the CPA16 its Subsidiaries in connection with the execution and delivery of this Agreement by the Transaction Documents by CPA16 or Merger Sub Company Parties or the consummation by CPA16 the Company or Merger Sub or the applicable CPA16 its Subsidiaries of the transactions contemplated therebyContemplated Transactions, except for: (A) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (1) a proxy statement in definitive form (a) the Joint “Proxy Statement/Prospectus or (b”) other documents otherwise required relating to the Company Shareholder Meeting held in connection with the transactions contemplated hereby REIT Merger and of a registration statement on Form S-4 (the “Registration Statement”), which the Proxy Statement will be included as a proxy statement/prospectus, and declaration of effectiveness of the Registration Statement, and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such other compliance with the Exchange ActAct and the Securities Act and the rules and regulations thereunder, as may be required in connection with the Transaction Documents this Agreement and the transactions contemplated therebyContemplated Transactions (the “Other Filings”); (B) the filing of the Maryland Articles of Merger with, and the acceptance for record of the Maryland Articles of Merger by, the SDATSDAT and the filing of the Delaware Merger Certificate with the DSOS; (C) the filing of articles of amendment to the CPA16 Charter to effect Partnership Merger Certificate with the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDATDSOS; (D) such filings and approvals as may be required by any applicable Environmental Lawsstate securities or “blue sky” Laws in connection with the issuance of Parent Common Shares pursuant to this Agreement and approval of listing of such Parent Common Shares on the NYSE; (E) compliance with the rules and regulations of the NYSE; and (EF) any such consentthe filing, approvalif necessary, orderof a premerger notification and report form by the Company under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, authorizationas amended (the “HSR Act”), registration, declaration, filing or permit that except where the failure to obtain any such consents, approvals, orders, authorizations, declarations, filings, notices or make permits would not, individually or in the aggregate, would not reasonably be expected likely to have a CPA16 Company Material Adverse Effect.
Appears in 1 contract
Authority; No Violations; Consents and Approval. (i) The CPA16 Special CommitteeW. X. Xxxxx Board, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization are advisable and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 W. X. Xxxxx and the stockholders of CPA16 and W. X. Xxxxx (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein"W. X. Xxxxx Stockholders"). The Board of Directors of CPA16W. X. Xxxxx Board, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Transaction Documents and Documents, has authorized that approved the Alternate Merger, issuance of W. X. Xxxxx Common Stock in the Reorganization and the CPA16 Capital Increase be submitted for consideration at a special meeting Merger pursuant to this Agreement (the “CPA16 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”"Stock Issuance"). Each of the Board of Directors The Sole Member of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved and declared advisable this Agreement and the transactions contemplated hereby and by the Transaction Documents, including the Merger. .
(ii) Each of CPA16 W. X. Xxxxx and Merger Mxxxxx Sub has all requisite power and authority to enter into this Agreement and the Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when the Transaction Documents are executed will have been, duly authorized by all necessary action on the part of CPA16, subject to receipt of the CPA16 Stockholder Approvals, W. X. Xxxxx and Merger Mxxxxx Sub, and the Transaction Documents are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(iiiii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.2(c)(iii) of the CPA16 W. X. Xxxxx Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtainedmade, the execution and delivery of the Transaction Documents by CPA16 W. X. Xxxxx and Merger Sub do not, and the consummation of the transactions contemplated thereby, thereby and compliance with the provisions hereof or thereof, thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligationobligation under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 W. X. Xxxxx, WPC Holdco or Merger Sub under or require the consent or approval of any third party under, any provision of (A) the CPA16 Charter amended and restated articles of incorporation of W. X. Xxxxx ("W. X. Xxxxx Charter") or the amended and restated bylaws of CPA16 W. X. Xxxxx (the “CPA16 "W. X. Xxxxx Bylaws”") (with respect to CPA16) W. X. Xxxxx), the articles of organization or operating agreement of WPC Holdco (with respect to WPC Holdco), or the Merger Sub Charter Articles of Organization or the Merger Sub Bylaws Operating Agreement (with respect to Merger Sub), (B) any CPA16 W. X. Xxxxx Material Contract or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 W. X. Xxxxx or Merger Sub, Sub or any of their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 W. X. Xxxxx Material Adverse Effect.
(iiiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 W. X. Xxxxx or any of the CPA16 W. X. Xxxxx Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 W. X. Xxxxx or Merger Sub or the consummation by CPA16 W. X. Xxxxx or Merger Sub or the applicable CPA16 W. X. Xxxxx Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus Form S-4 or (b) other documents otherwise required in connection with the transactions contemplated hereby by the Transaction Documents and (2) such reports under Section 13(a) of the Exchange Act, Act and such other reports in compliance with the Exchange Act, Act as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that of which the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 W. X. Xxxxx Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corporate Property Associates 18 Global Inc)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, CPA:14 has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase Merger be submitted for consideration at a special meeting (the “CPA16 CPA:14 Stockholder Meeting”) of the stockholders of CPA16 CPA:14 (the “CPA16 CPA:14 Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub CPA:14 has all requisite power and authority to enter into the Transaction Documents and, subject to receipt of the CPA16 CPA:14 Stockholder ApprovalsApproval (as defined herein), to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA16CPA:14, subject to receipt of the CPA16 CPA:14 Stockholder Approvals, and Merger SubApproval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii) of the CPA16 CPA:14 Disclosure Letter are duly and timely obtained or made and the CPA16 CPA:14 Stockholder Approvals have Approval has been obtained, the execution and delivery of the Transaction Documents by CPA16 and Merger Sub CPA:14 do not, and the consummation of the transactions contemplated thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub CPA:14 under or require the consent or approval of any third party under, any provision of (A) the CPA16 CPA:14 Charter or the bylaws of CPA16 (the “CPA16 CPA:14 Bylaws”) (with respect to CPA16) or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), (B) any CPA16 CPA:14 Material Contract (as defined herein) or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 or Merger SubCPA:14, or any of their respective its properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA:14 Material Adverse Effect.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 CPA:14 or any of the CPA16 CPA:14 Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub CPA:14 or the consummation by CPA16 or Merger Sub CPA:14 or the applicable CPA16 CPA:14 Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange ActAct and the rules and regulations thereunder, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDATState Department of Assessments and Taxation of Maryland; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; Laws and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA:14 Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Corporate Property Associates 12 Inc)
Authority; No Violations; Consents and Approval. (i) The CPA16 CPA17 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the MergerMerger and the Charter Amendment, the Alternate Merger, the Reorganization are advisable and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 CPA17 and the stockholders of CPA16 CPA17 Stockholders and (B) recommended to the Board of Directors of CPA16 CPA17 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization Merger and the CPA16 Capital IncreaseCharter Amendment, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16CPA17, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Transaction Documents Documents, including the Merger and the Charter Amendment, has recommended the approval of the Merger and the Charter Amendment by the CPA17 Stockholders and has authorized directed that the Alternate Merger, the Reorganization Merger and the CPA16 Capital Increase Charter Amendment be submitted for consideration at a special meeting of the CPA17 Stockholders (the “CPA16 CPA17 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub CPA17 has all requisite power and authority to enter into the this Agreement and all other Transaction Documents to be executed in connection with the transactions contemplated hereby, including the Merger and the Charter Amendment, and, subject to receipt of the CPA16 CPA17 Stockholder ApprovalsApprovals (as hereinafter defined), to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when the Transaction Documents are executed will have been, duly authorized by all necessary action on the part of CPA16CPA17, subject to receipt of the CPA16 CPA17 Stockholder Approvals, and Merger Sub, and the Transaction Documents are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The Board of Directors of CPA17 has not approved or otherwise determined that the CPA17 Stockholders are or shall be entitled to exercise any rights of objecting stockholders provided for under Title 3, Subtitle 2 of the MGCL (or any successor provision) with respect to all or any classes or series of capital stock of CPA17 with respect to the Merger, the Charter Amendment or the other transactions contemplated by this Agreement or the other Transaction Documents.
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.1(c)(ii) of the CPA16 CPA17 Disclosure Letter are duly and timely obtained or made and the CPA16 CPA17 Stockholder Approvals have been obtained, the execution and delivery of the Transaction Documents by CPA16 and Merger Sub CPA17 do not, and the consummation of the transactions contemplated thereby, thereby and compliance with the provisions hereof or thereof, thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligationobligation under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub under CPA17 or require the consent or approval of any third party under, any provision of (A) the CPA16 CPA17 Charter or the bylaws of CPA16 (the “CPA16 CPA17 Bylaws”) (with respect to CPA16) or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), (B) any CPA16 material contract filed as an exhibit to CPA17’s annual report on Form 10-K for the year ended December 31, 2017, or any subsequent report filed on Form 10-Q or Form 8-K, in each instance, filed with the SEC (a “CPA17 Material Contract Contract”) (it being understood that no representation is being given as to whether the Surviving Company will be in compliance with any financial covenants contained therein following the Merger) or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 or Merger Sub, CPA17 or any of their respective its properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA17 Material Adverse Effect.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 or any of the CPA16 Subsidiaries CPA17 in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub CPA17 or the consummation by CPA16 or Merger Sub or the applicable CPA16 Subsidiaries CPA17 of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby by the Transaction Documents and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and such other reports in compliance with the Exchange Act, Act as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger and the Articles of Amendment with, and the acceptance for record of the Articles of Merger and the Articles of Amendment by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that of which the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA17 Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (W. P. Carey Inc.)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors Trustees of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, Keystone has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Mergers and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase REIT Merger be submitted for consideration at a special meeting of the Keystone shareholders (the “CPA16 Stockholder "Keystone Shareholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”"). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub Keystone has all requisite power and authority to enter into this Agreement and all other documents to be executed by Keystone in connection with the transactions contemplated hereby and thereby (each, a "Transaction Documents Document" and collectively, the "Transaction Documents") and, subject subject, with respect to the consummation of the REIT Merger, to receipt of the CPA16 Stockholder ApprovalsKeystone Shareholder Approval (as defined herein), to consummate the transactions contemplated hereby and thereby. Keystone OP has the requisite limited partnership power and authority to enter into this Agreement and subject to, with respect to the Partnership Merger, the Keystone Partner Approval (as defined herein), to consummate the transactions contemplated by this Agreement. Each Keystone Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into such Transaction Document and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been, been or when executed will have been, been duly authorized by all necessary action on the part of CPA16Keystone and each applicable Keystone Subsidiary, subject subject, with respect to the consummation of the REIT Merger, to receipt of the CPA16 Stockholder ApprovalsKeystone Shareholder Approval and with respect to the consummation of the Partnership Merger, to receipt of the Keystone Partner Approval. The Transaction Documents have been or when executed will have been duly executed and Merger Subdelivered by Keystone and each applicable Keystone Subsidiary and, subject, with respect to the consummation of the REIT Merger, to receipt of the Keystone Shareholder Approval and with respect to the consummation of the Partnership Merger, to receipt of the Keystone Partner Approval and assuming the Transaction Documents to which any of the ProLogis Parties is a party constitute the valid and binding obligation of such ProLogis Party, are enforceable in accordance with their terms, subject subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to Except as set forth in Schedule 2.2(c)(ii2.1(d)(ii) of the CPA16 Keystone Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtainedLetter, the execution and delivery of the Transaction Documents by CPA16 and Merger Sub Keystone or each applicable Keystone Subsidiary do not, and the consummation of the transactions contemplated hereby or thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 Keystone or Merger Sub any of the Keystone Subsidiaries under or require the consent or approval of any third party under, any provision of (A) the CPA16 Charter Keystone Declaration of Trust or the bylaws Keystone By-laws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub)Keystone Subsidiaries, (B) any CPA16 Material Contract (as defined herein) (it being understood that no representation is being given as to whether the Surviving Company and the Keystone Subsidiaries will be in compliance with any financial covenants contained therein following the Mergers), or (C) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedules 2.1(d)(ii) and (iii) of the Keystone Disclosure Letter are duly and timely obtained or made and the Keystone Shareholder Approval and the Keystone Partner Approval have been obtained, any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 Keystone or Merger Subany of the Keystone Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 Keystone Material Adverse Effect.
(iii) No Except as set forth in Schedule 2.1(d)(iii) of the Keystone Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 Keystone or any of the CPA16 Keystone Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 Keystone or Merger Sub each of the applicable Keystone Subsidiaries or the consummation by CPA16 or Merger Sub Keystone or the applicable CPA16 Keystone Subsidiaries of the transactions contemplated hereby or thereby, except for: (A) the filing with the SEC Securities and Exchange Commission (the "SEC") of (1) (a) a proxy statement in preliminary and definitive form relating to the Joint Keystone Shareholder Meeting held in connection with the Mergers (the "Proxy Statement/Prospectus ") or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such other compliance with the Exchange ActAct and the rules and regulations thereunder, as may be required in connection with the Transaction Documents and the transactions contemplated hereby or thereby; (B) the filing of the REIT Articles of Merger and the Partnership Articles of Merger with, and the acceptance for record of the REIT Articles of Merger and the Partnership Articles of Merger by, the SDATState Department of Assessments and Taxation of Maryland or the Secretary of State of Delaware, as applicable; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental LawsLaws (as defined herein) as more specifically described in Schedule 2.1(d)(iii) of the Keystone Disclosure Letter; and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a CPA16 Keystone Material Adverse Effect.
Appears in 1 contract
Authority; No Violations; Consents and Approval. (i) The CPA16 CPA18 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization are advisable and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 CPA18 and the stockholders of CPA16 CPA18 Stockholders and (B) recommended to the CPA18 Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16CPA18 Board, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Transaction Documents Documents, including the Merger, has recommended the approval of the Merger by the CPA18 Stockholders and has authorized directed that the Alternate Merger, the Reorganization and the CPA16 Capital Increase Merger be submitted for consideration at a special meeting of the CPA18 Stockholders (the “CPA16 "CPA18 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”"). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub CPA18 has all requisite power and authority to enter into the this Agreement and all other Transaction Documents to be executed in connection with the transactions contemplated hereby, including the Merger, and, subject to receipt of the CPA16 CPA18 Stockholder ApprovalsApproval, to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when the Transaction Documents are executed will have been, duly authorized by all necessary action on the part of CPA16CPA18, subject to receipt of the CPA16 CPA18 Stockholder ApprovalsApproval, and Merger Sub, and the Transaction Documents are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The CPA18 Board has not approved or otherwise determined that the CPA18 Stockholders are or shall be entitled to exercise any rights of objecting stockholders provided for under Title 3, Subtitle 2 of the MGCL (or any successor provision) with respect to all or any classes or series of capital stock of CPA18 with respect to the Merger or the other transactions contemplated by this Agreement or the other Transaction Documents.
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.1(c)(ii) of the CPA16 CPA18 Disclosure Letter are duly and timely obtained or made and the CPA16 CPA18 Stockholder Approvals have Approval has been obtained, the execution and delivery of the Transaction Documents by CPA16 and Merger Sub CPA18 do not, and the consummation of the transactions contemplated thereby, thereby and compliance with the provisions hereof or thereof, thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligationobligation under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub under CPA18 or require the consent or approval of any third party under, any provision of (A) the CPA16 CPA18 Charter or the bylaws of CPA16 (the “CPA16 CPA18 Bylaws”) (with respect to CPA16) or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), (B) any CPA16 material contract filed as an exhibit to CPA18's annual report on Form 10-K for the year ended December 31, 2020, or any subsequent report filed on Form 10-Q or Form 8-K, in each instance, filed with the SEC (a "CPA18 Material Contract Contract") (it being understood that no representation is being given as to whether the Surviving Company will be in compliance with any financial covenants contained therein following the Merger) or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 or Merger Sub, CPA18 or any of their respective its properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA18 Material Adverse Effect.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 or any of the CPA16 Subsidiaries CPA18 in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub CPA18 or the consummation by CPA16 or Merger Sub or the applicable CPA16 Subsidiaries CPA18 of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby by the Transaction Documents and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and such other reports in compliance with the Exchange Act, Act as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that of which the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA18 Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corporate Property Associates 18 Global Inc)
Authority; No Violations; Consents and Approval. (ia) The CPA16 Special Committee, at a meeting duly called Company and held, unanimously (A) determined that Company L.P. each has all requisite corporate or partnership power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, subject (i) with respect to the consummation of the REIT Merger, to receipt of the affirmative vote of the holders of at least 662/3% of the voting power of the outstanding shares of Company Common Stock entitled to vote on the REIT Merger (the "Required Company Vote") and the acceptance for recording of the Articles of Merger by the Transaction Documents, including State of Maryland Department of Assessments and Taxation and (ii) with respect to the consummation of the OP Merger, to receipt of the Alternate Merger, affirmative vote or consent of the Reorganization and an amendment to the articles holders of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority voting power of the directors who are not interested in Company L.P. Units entitled to vote on the Merger, OP Merger (the Alternate "OP Merger Approval") and the other transactions contemplated acceptance for filing of the OP Merger Certificate by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase be submitted for consideration at a special meeting (the “CPA16 Stockholder Meeting”) Secretary of State of the stockholders State of CPA16 (the “CPA16 Stockholders”)Delaware. Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub Company Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into the such Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, Document and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been, or when executed will have been, been duly authorized by all necessary action on the part of CPA16the Company and each applicable Company Subsidiary, subject (i) with respect to the consummation of the REIT Merger, to receipt of the CPA16 Stockholder ApprovalsRequired Company Vote and (ii) with respect to the consummation of the OP Merger, to receipt of the OP Merger Approval. The Transaction Documents have been duly executed and delivered by the Company and each applicable Company Subsidiary and constitute legal, valid and binding obligations of the Company and each applicable Company Subsidiary, and assuming they are binding obligations of Parent, Parent L.P., Merger Sub, Sub and are enforceable L.P. Merger Sub in accordance with their terms, subject to enforceabilityare enforceable against the Company and each Company Subsidiary in accordance with their terms, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(iib) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii) of the CPA16 Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtained, the The execution and delivery of the Transaction Documents by CPA16 the Company and Merger Sub each applicable Company Subsidiary do not, and the consummation of the transactions contemplated hereby or thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or the loss of a benefit under, or give rise to a right of purchase purchase, first offer or forced sale, under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of CPA16 the Company or Merger Sub under any of the Company Subsidiaries under, or require the consent or approval of any third party Third Party or otherwise result in a detriment or default to the Company or any of the Company Subsidiaries under, any provision of of:
(Ai) the CPA16 Charter Company Organizational Documents or the bylaws comparable charter or organizational documents (including any operating agreement or limited partnership agreement) of CPA16 any Company Subsidiary;
(ii) except as set forth in Section 3.03(b) of the “CPA16 Bylaws”Company Disclosure Letter, any Contract applicable to the Company or any Company Subsidiary, or their respective properties or assets or any guarantee by the Company or any Company Subsidiary of any of the foregoing, it being understood that no representation is being given as to whether the Surviving Company, the Surviving L.P. and their Subsidiaries will be in compliance with any financial covenants contained therein following the Merger; or
(iii) (with respect assuming the consents, approvals, authorizations, permits and filings or notifications referred to CPA16in Section 3.03(d) are duly and timely obtained or made and the Required Company Vote and the OP Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub)Approval each have been obtained, (B) any CPA16 Material Contract or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 the Company or Merger Subany Company Subsidiary, or any of their respective properties or assets, other than, in the case of ; except as to clauses (Bii) or and (C), any such conflicts, violations, defaults, rights or Liens thatiii) as would not, individually or in the aggregate, would not reasonably be expected to have cause a CPA16 Company Material Adverse Effect.
(iiic) No Without limiting the generality of Section 3.03(b), the transactions contemplated herein do not violate any provision regarding direct or indirect transfers of interests in any Company Subsidiary that are set forth in any agreement relating to the operation of, or the ownership of interests in, any Company Subsidiary, even if such transactions result in a termination under Section 708 of the Code of any Company Subsidiary.
(d) Except as set forth in Section 3.03(d) of the Company Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, or permit from from, any Governmental Entity, is required by or with respect to CPA16 on behalf of the Company or any of the CPA16 Company Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub the Company and each of the applicable Company Subsidiaries or the consummation by CPA16 or Merger Sub the Company or the applicable CPA16 Company Subsidiaries of the transactions contemplated hereby or thereby, except for: :
(Ai) as to the REIT Merger, the filing of the Articles of Merger with the SEC Department of Assessment and Taxation of the State of Maryland, and as to the OP Merger, the filing of the OP Merger Certificate with the Secretary of State of the State of Delaware;
(1ii) a proxy statement relating to the Required Company Vote (a) as amended or supplemented from time to time, the Joint "Proxy Statement/Prospectus or ") and the Registration Statement (bas defined below);
(iii) other documents otherwise required in connection with rules and regulations of the transactions contemplated hereby and NYSE;
(2iv) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act, and such other compliance with the Exchange Act"), as may be required in connection with the Transaction Documents this Agreement and the transactions contemplated thereby; by this Agreement;
(B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (Dv) such filings and approvals as may are required to be required by any applicable Environmental Laws; made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Parent Common Stock, Parent 6% Preferred Stock, Parent 83/8% Preferred Stock and Parent L.P. Interests pursuant to this Agreement, and
(Evi) any such consentother consents, approvalapprovals, orderorders, authorizationauthorizations, registrationregistrations, declarationdeclarations, filing filings or permit permits that the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 Company Material Adverse Effect.
Appears in 1 contract
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, CPA:12 has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase Merger be submitted for consideration at a special meeting of the CPA:12 Stockholders (the “CPA16 CPA:12 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub CPA:12 has all requisite power and authority to enter into this Agreement and all other documents to be executed in connection with the transactions contemplated thereby (each, a “Transaction Documents Document” and collectively, the “Transaction Documents”) and, subject to receipt of the CPA16 CPA:12 Stockholder ApprovalsApproval (as defined herein), to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA16CPA:12, subject to receipt of the CPA16 CPA:12 Stockholder Approvals, and Merger SubApproval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.1(d)(ii) of the CPA16 CPA:12 Disclosure Letter are duly and timely obtained or made and the CPA16 CPA:12 Stockholder Approvals have Approval has been obtained, the execution and delivery of the Transaction Documents by CPA16 and Merger Sub CPA:12 do not, and the consummation of the transactions contemplated thereby, and compliance with the provisions hereof or thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 CPA:12 or Merger Sub any of the CPA:12 Subsidiaries under or require the consent or approval of any third party under, any provision of (A) the CPA16 CPA:12 Charter or the bylaws CPA:12 Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub)CPA:12 Subsidiaries, (B) any CPA16 CPA:12 Material Contract (as defined herein) (it being understood that no representation is being given as to whether the Surviving Company and the CPA:12 Subsidiaries will be in compliance with any financial covenants contained therein following the Merger) or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 CPA:12 or Merger Subany of the CPA:12 Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA:12 Material Adverse Effect.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 CPA:12 or any of the CPA16 CPA:12 Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 or Merger Sub CPA:12 or the consummation by CPA16 or Merger Sub CPA:12 or the applicable CPA16 CPA:12 Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such other compliance with the Exchange ActAct and the rules and regulations thereunder, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDATState Department of Assessments and Taxation of Maryland; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; Laws (as defined herein) and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a CPA16 CPA:12 Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Corporate Property Associates 12 Inc)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents and has authorized that the Alternate Merger, the Reorganization and the CPA16 Capital Increase be submitted for consideration at a special meeting (the “CPA16 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub Company Party has all requisite power and authority to enter into the Transaction Documents and, subject to receipt of the CPA16 Stockholder Approvals, this Agreement and to consummate the transactions contemplated therebyhereby, subject (A) in the case of the Company solely with respect to the consummation of the REIT Merger, to the receipt of the Company Shareholder Approval and the acceptance for record of the Articles of Merger by the Maryland Department, (B) in the case of the Operating Partnership, solely with respect to the consummation of the OP Merger, to the Operating Partnership Actions and to the acceptance for record of the OP Merger Certificate by the Secretary of State of the State of Delaware and (C) in the case of Montgomery, solely with respect to the consummation of the Montxxxxxx Xxxger, to the acceptance for record of the Montgomery Xxxxxx Certificate by the Secretary of State of the Xxxxx xx Xelaware. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been, or when executed will have been, been duly authorized by all necessary action on the part of CPA16each Company Party, subject (I) in the case of the Company solely with respect to the consummation of the REIT Merger, to the receipt of the affirmative vote of the holders of Common Shares and Series B-1 Preferred Shares, voting together as a single class, casting at least a majority of the votes entitled to be cast (the "Company Shareholder Approval"), and (II) in the case of the Operating Partnership solely with respect to the consummation of the OP Merger, the requisite approval for the Operating Partnership Actions. The Company Board, at a meeting duly called and held, has, by unanimous vote of its trustees, (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Company, (ii) approved this Agreement and (iii) recommended that this Agreement be adopted by and the REIT Merger be approved by the holders of Common Shares and Series B-1 Preferred Shares. This Agreement, the REIT Merger and the Subsidiary Mergers and the other transactions contemplated hereby have been approved by the requisite vote of the outstanding units of partnership interest in the Operating Partnership (with respect to the REIT Merger and OP Merger) and in Montgomery (with respect to the REIT Merger and the Montgomery Xxxxxx), xn each case in accordance with the Operatixx Xxxxxxxship Agreement (with respect to the REIT Merger and the OP Merger) and the Montgomery Partnership Agreement (with respect to the REIT Mergxx xxx xxx Montgomery Merger), subject, in the case of the Operating Partnxxxxxx xxxely with respect to the consummation of the OP Merger, to the requisite approval for the Operating Partnership Actions. This Agreement has been duly executed and delivered by each Company Party and, subject (1) in the case of the Company solely with respect to the consummation of the REIT Merger, to receipt of the CPA16 Stockholder ApprovalsCompany Shareholder Approval and (2) in the case of the Operating Partnership solely with respect to the consummation of the OP Merger, the requisite approval for the Operating Partnership Actions, constitute valid and Merger Subbinding obligations of such Company Party, and are enforceable against such Company Party in accordance with their terms, subject to enforceability, to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ ' rights and to by the exercise of judicial discretion in accordance with general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(ii) Assuming Except (solely with respect to the consentsconsummation of the REIT Merger) for the Company Shareholder Approval, approvals, authorizations (solely with respect to the consummation of the OP Merger) for the requisite approval for the Operating Partnership Actions or permits and filings (solely with respect to compensation or notifications referred to benefits) as otherwise set forth in Schedule 2.2(c)(iiSection 4.1(l)(vi) of the CPA16 Company Parties Disclosure Letter are duly and timely obtained or made and the CPA16 Stockholder Approvals have been obtainedSchedule, the execution and delivery of the Transaction Documents this Agreement by CPA16 and Merger Sub each Company Party do not, and the consummation of the transactions contemplated hereby or thereby, and compliance with the provisions hereof or thereof, will not, not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 the Company or Merger Sub under any of the Company Subsidiaries under, or require the notice, consent or approval of any third party or otherwise result in a material detriment or default to the Company or any of the Company Subsidiaries under, any provision of (A) the CPA16 Company Charter or the bylaws Company Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or organizational documents of any of the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub)Company Subsidiaries, (B) any CPA16 Material Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, instrument, permit, concession, franchise or license applicable to the Company or any of the Company Subsidiaries, or their respective material properties or assets or any guarantee by the Company or any of the Company Subsidiaries of any of the foregoing, (C) any judgmentemployment, orderconsulting or labor-related agreement or any joint venture or other ownership arrangement of any Company Party, decreeor (D) assuming the consents, statuteapprovals, Lawauthorizations or permits and filings or notifications referred to in Section 4.1(d)(ii) are duly and timely obtained or made, ordinancethe Company Shareholder Approval is obtained and the requisite approval for the Operating Partnership Actions is obtained, rule any Order or regulation Law applicable to CPA16 the Company or Merger Subany of the Company Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect.
(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from from, any Governmental Entity, is required by or with respect to CPA16 or on behalf of any of the CPA16 Subsidiaries Company Party in connection with the execution and delivery of the Transaction Documents this Agreement by CPA16 or Merger Sub such Company Party or the consummation by CPA16 or Merger Sub or the applicable CPA16 Subsidiaries such Company Party of the transactions contemplated thereby, except forhereby other than: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, by the SDATMaryland Department and the filing of the Certificates of Merger with the Secretary of State of the State of Delaware; (B) the filing of the Amended and Restated LP Certificate with the Secretary of State of the State of Delaware; (C) compliance with any applicable requirements of the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment bySecurities Act, the SDATExchange Act, state securities and "blue sky" Laws, or the Takeover Statute; and (D) such filings and approvals as may be required by any applicable Environmental Laws; and (E) any such consentother consents, approvalapprovals, orderorders, authorizationauthorizations, registrationregistrations, declarationdeclarations, filing filings, permits or permit that actions, the failure of which to obtain would not have or make be reasonably expected to have, individually or in the aggregate, would not reasonably be expected to have a CPA16 Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kramont Realty Trust)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special CommitteeBoard of Directors of X. X. Xxxxx, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization are advisable and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 X. X. Xxxxx and the stockholders of CPA16 and (B) recommended to the Board of Directors of CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and thereinX. X. Xxxxx. The Board of Directors of CPA16X. X. Xxxxx, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase Merger and the other transactions contemplated by the Transaction Documents Documents, has resolved to recommend the approval of the issuance of X. X. Xxxxx Common Stock in the Merger pursuant to this Agreement under Rule 312.03 of the NYSE Listed Company Manual (the “Stock Issuance”) by the stockholders of X. X. Xxxxx (the “X. X. Xxxxx Stockholders”) and has authorized directed that the Alternate Merger, the Reorganization and the CPA16 Capital Increase Stock Issuance be submitted for consideration at a special meeting (or any postponement or adjournment thereof) (the “CPA16 X. X. Xxxxx Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 X. X. Xxxxx Stockholders”). Each of the Board of Directors The Sole Member of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved and declared advisable this Agreement and the transactions contemplated hereby and by the Transaction Documents, including the Merger. .
(ii) Each of CPA16 X. X. Xxxxx and Merger Sub has all requisite power and authority to enter into this Agreement and the Transaction Documents and, subject to receipt of the CPA16 X. X. Xxxxx Stockholder ApprovalsApproval (as hereinafter defined), to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been, or when the Transaction Documents are executed will have been, duly authorized by all necessary action on the part of CPA16X. X. Xxxxx and Merger Sub, subject to receipt of the CPA16 X. X. Xxxxx Stockholder ApprovalsApproval, and Merger Sub, and the Transaction Documents are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
(iiiii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Schedule 2.2(c)(ii2.2(c)(iii) of the CPA16 X. X. Xxxxx Disclosure Letter are duly and timely obtained or made and the CPA16 X. X. Xxxxx Stockholder Approvals have Approval has been obtained, the execution and delivery of the Transaction Documents by CPA16 X. X. Xxxxx and Merger Sub do not, and the consummation of the transactions contemplated thereby, thereby and compliance with the provisions hereof or thereof, thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligationobligation under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of CPA16 X. X. Xxxxx, WPC Holdco or Merger Sub under or require the consent or approval of any third party under, any provision of (A) the CPA16 Charter amended and restated articles of incorporation of X. X. Xxxxx (“X. X. Xxxxx Charter”) or the amended and restated bylaws of CPA16 X. X. Xxxxx (the “CPA16 X. X. Xxxxx Bylaws”) (with respect to CPA16) X. X. Xxxxx), the articles of organization or operating agreement of WPC Holdco (with respect to WPC Holdco), or the Merger Sub Charter Articles of Organization or the Merger Sub Bylaws Operating Agreement (with respect to Merger Sub), (B) any CPA16 X. X. Xxxxx Material Contract or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to CPA16 X. X. Xxxxx or Merger Sub, Sub or any of their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a CPA16 X. X. Xxxxx Material Adverse Effect.
(iiiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to CPA16 X. X. Xxxxx or any of the CPA16 X. X. Xxxxx Subsidiaries in connection with the execution and delivery of the Transaction Documents by CPA16 X. X. Xxxxx or Merger Sub or the consummation by CPA16 X. X. Xxxxx or Merger Sub or the applicable CPA16 X. X. Xxxxx Subsidiaries of the transactions contemplated thereby, except for: (A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) other documents otherwise required in connection with the transactions contemplated hereby by the Transaction Documents and (2) such reports under Section 13(a) of the Exchange Act, Act and such other reports in compliance with the Exchange Act, Act as may be required in connection with the Transaction Documents and the transactions contemplated thereby; (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; (C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (ED) any such consent, approval, order, authorization, registration, declaration, filing or permit that of which the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 X. X. Xxxxx Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (W. P. Carey Inc.)
Authority; No Violations; Consents and Approval. (i) The CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are in the best interests of CPA16 and the stockholders of CPA16 and (B) recommended to the Parent Board of Directors of CPA16 that it approve has approved and declare declared advisable this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, the Alternate Merger, the Reorganization and the CPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Transaction Documents this Agreement and has authorized directed that the Alternate Merger, the Reorganization and the CPA16 Capital Increase Merger be submitted for consideration at a special meeting of the holders of Parent capital stock who are entitled to vote thereat (the “CPA16 Parent Stockholder Meeting”) ). The only stockholders who are entitled to vote at the Parent Stockholder Meeting are the holders of the stockholders of CPA16 (the “CPA16 Stockholders”)Parent Common Stock. Each of the Board of Directors of Merger Sub and CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub Purchaser Parties has all requisite corporate or partnership power and authority to enter into this Agreement and to consummate the Transaction Documents andtransactions contemplated hereby, subject to receipt of the CPA16 Parent Stockholder Approvals, Approval and the filing of Articles of Merger pursuant to consummate the transactions contemplated therebyMGCL. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been, or when executed will have been, been duly authorized by all necessary corporate, or other organizational action on the part of CPA16Parent and Purchaser, subject subject, solely with respect to the consummation of the Merger, to receipt of the CPA16 Parent Stockholder ApprovalsApproval. This Agreement has been duly executed and delivered by Parent and Purchaser, and Merger Subsubject, solely with respect to the consummation of the Merger, to receipt of the Parent Stockholder Approval, and are assuming due execution and delivery by each of Gadsden and the Operating Partnership, constitutes legal, valid and binding obligations of each of the Purchaser Parties, enforceable against each of the Purchaser Parties in accordance with their its terms, subject to enforceability, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).
(ii) Assuming the consents, approvals, authorizations or permits and filings or notifications referred Subject to in Schedule 2.2(c)(ii) receipt of the CPA16 Disclosure Letter are duly and timely obtained or made and the CPA16 Parent Stockholder Approvals have been obtainedApproval, the execution and delivery of this Agreement by each of the Transaction Documents by CPA16 and Merger Sub do Purchaser Parties does not, and the consummation of the transactions contemplated therebyhereby, and compliance with the provisions hereof or thereofhereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, or give rise to a right of purchase obligation under, result in the creation of any Lien upon any of the properties or assets of CPA16 or Merger Sub under or require the consent or approval of any third party under, any provision of of
(A) the CPA16 Parent Charter or the bylaws Parent Bylaws or any provision of CPA16 (the “CPA16 Bylaws”) (with respect to CPA16) comparable charter or the Merger Sub Charter or the Merger Sub Bylaws (with respect to Merger Sub), organizational documents of any Parent Subsidiary,
(B) any CPA16 Material Contract loan or credit agreement or note, or any bond, mortgage, indenture, joint venture, lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to Parent or any Parent Subsidiary, or to which their respective properties or assets are bound or any guarantee by Parent or any Parent Subsidiary of any of the foregoing, or
(C) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 3.2(d)(iii) are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, any judgment, order, decree, statute, Law, ordinance, rule Law or regulation Order applicable to CPA16 or Merger Subbinding upon Parent or any Parent Subsidiary, or any of their respective properties or assets, other thanthan as may arise in connection with Gadsden or any Gadsden Subsidiary financing of the transactions contemplated by this Agreement, except in the case of clauses (B) or and (C), any such conflicts, violations, defaults, rights or Liens of the foregoing that, individually or in the aggregate, would not reasonably be expected to have constitute a CPA16 Parent Material Adverse Effect.
(iii) No consent, approval, order Order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental Entity, is required by or with respect to CPA16 on behalf of Parent or any of the CPA16 Subsidiaries Parent Subsidiary in connection with the execution and delivery of this Agreement by any of the Transaction Documents by CPA16 or Merger Sub Purchaser Parties or the consummation by CPA16 or Merger Sub or any of the applicable CPA16 Subsidiaries Purchaser Parties of the transactions contemplated therebyby this Agreement, except for: :
(A) the filing with the SEC of (1) (a) the Joint Proxy Statement/Prospectus or (b) registration statement on Form S-4 that registers, among other documents otherwise required securities, the capital stock to be issued in the Merger and provides for the joint proxy statement for the Gadsden Stockholder Meeting and the Parent Stockholder Meeting, called for the purpose of approving the Merger, this Agreement and the transactions contemplated by this Agreement in the case of Gadsden and for the purpose of approving the issuance of securities in connection with the transactions contemplated hereby and (2) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with the Transaction Documents Merger and the transactions contemplated thereby; conversion of Parent into a Maryland corporation in the case of Parent, (the “Merger Registration and Proxy Statement”) and it being declared effective by the SEC;
(B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT; Merger.
(C) the filing of articles of amendment to the CPA16 Charter to effect the CPA16 Capital Increase with, and the acceptance for record of such articles of amendment by, the SDAT; (D) such filings and approvals as may be required by any applicable Environmental Laws; and (E) any such other consent, approval, orderOrder, authorization, registration, declaration, filing or permit that the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effectmaterially impair or delay the ability of any of the Purchaser Parties to perform its obligations hereunder or prevent the consummation by them of any of the transactions contemplated hereby.
Appears in 1 contract
