Common use of OP BUSINESS COMBINATION Clause in Contracts

OP BUSINESS COMBINATION. (a) Immediately prior to the Effective Time, AGH shall cause AGH GP (as defined herein), AGH's Subsidiary that acts as general partner of the AGH OP, to merge with and into AGH. Immediately following the Effective Time, the Surviving Corporation shall, consistent with the AGH Operating Partnership Agreement (as defined herein), contribute all of its assets (other than AGH OP Units) (as such term is defined herein) to the AGH OP and the Surviving Corporation shall expressly assume all obligations of the General Partner thereunder (the "SURVIVING CORPORATION CONTRIBUTION AND ASSUMPTION"). (b) Immediately following the Surviving Corporation Contribution and Assumption, the Surviving Corporation shall cause CapStar Hotel OP to merge (the "OP MERGER") with and into the AGH OP in accordance with the Delaware Revised Uniform Limited Partnership Act ("DRULPA"), with the AGH OP as the surviving entity (the "OP BUSINESS COMBINATION"). At the Effective Time, the Surviving Corporation shall cause CapStar Hotel OP to execute the Agreement and Plan of Merger and Certificate of Merger (the "OP MERGER ARTICLES") in the form attached hereto as Exhibit D, which certificate shall then be executed by the AGH OP and filed with the Delaware Secretary of State. The effects of the OP Merger Articles are set forth in the OP Merger Articles and the DRULPA. The OP Business Combination shall have, to the extent applicable, the same economic and tax consequences for the CapStar LPs and the limited partners of AGH OP as the Merger has for holders of CapStar Common Stock and the AGH Common Stock, respectively; provided, however, that the holders of preferred units of limited partnership interest in the AGH OP and the holders of CapStar Preferred OP Units (as defined herein) will be provided with substantially the same rights, privileges, and preferences that such holders currently have in effect. (c) Concurrently with the issuance contemplated by Section 2.2(b), the Surviving Corporation shall (i) cause to be issued to the CapStar LPs, units of limited partnership in the AGH OP issuable upon consummation of the OP Business Combination and (ii) enter into, and cause the AGH OP to enter into, an Exchange Rights Agreement with each CapStar LP.

OP BUSINESS COMBINATION. (a) Immediately prior to the Effective Time, AGH shall cause AGH GP (as defined herein), AGH's Subsidiary that acts as general partner of the AGH OP, to merge with and into AGH. Immediately following the Effective Time, the Surviving Corporation shall, consistent with the AGH Operating Partnership Agreement (as defined herein), contribute all of its assets (other than AGH OP Units) (as such term is defined herein) to the AGH OP and the Surviving Corporation shall expressly assume all obligations of the General Partner thereunder (the "SURVIVING CORPORATION CONTRIBUTION AND ASSUMPTION"). (b) Immediately following the Surviving Corporation Contribution and Assumption, the Surviving Corporation shall cause CapStar Hotel OP LLC and CapStar Hotel II LLC to merge (the "OP MERGER") with and into the AGH OP in accordance with the Delaware Revised Uniform Limited Partnership Act ("DRULPA") and the Delaware Limited Liability Act (the "LLC ACT"), with the AGH OP as the surviving entity (the "OP BUSINESS COMBINATION"). At the Effective Time, the Surviving Corporation shall cause CapStar Hotel OP LLC and CapStar Hotel II LLC to execute the Agreement and Plan of Merger and Certificate of Merger (the "OP MERGER ARTICLES") in the form attached hereto as Exhibit D, which certificate shall then be executed by the AGH OP and filed with the Delaware Secretary of StateState of the State of Delaware. The effects of the OP Merger Articles are set forth in the OP Merger Articles Articles, the DRULPA and the DRULPALLC Act. The OP Business Combination shall have, to the extent applicable, the same economic and tax consequences for the members of CapStar LPs Hotel LLC and CapStar Hotel II LLC and the limited partners of AGH OP as the Merger has for holders of CapStar Common Stock and the AGH Common Stock, respectively; provided, however, that the holders of preferred units of limited partnership interest in the AGH OP and the holders of CapStar Preferred OP Units (as defined herein) which will be converted into preferred membership limited liability company units in CapStar Hotel LLC and CapStar Hotel II LLC, if applicable, will be provided with substantially the same rights, privileges, and preferences that such holders currently have in effect. (c) Concurrently with the issuance contemplated by Section 2.2(b), the Surviving Corporation shall (i) cause to be issued to the CapStar LPsMembers, units of limited partnership in the AGH OP issuable upon consummation of the OP Business Combination and (ii) enter into, and cause the AGH OP to enter into, an Exchange Rights Agreement with each CapStar LPLLC."

OP BUSINESS COMBINATION. (a) Immediately prior to the Effective Time, AGH shall cause AGH GP (as defined herein), AGH's Subsidiary that acts as general partner of the AGH OP, to merge with and into AGH. Immediately following the Effective Time, the Surviving Corporation shall, consistent with the AGH Operating Partnership Agreement (as defined herein), contribute all of its assets (other than AGH OP Units) (as such term is defined herein) to the AGH OP and the Surviving Corporation shall expressly assume all obligations of the General Partner thereunder (the "SURVIVING CORPORATION CONTRIBUTION AND ASSUMPTION"). (b) Immediately following the Surviving Corporation Contribution and Assumption, the Surviving Corporation shall cause CapStar Hotel OP LLC and CapStar Hotel II LLC to merge (the "OP MERGERMerger") with and into the AGH OP in accordance with the Delaware Revised Uniform Limited Partnership Act ("DRULPA") and the Delaware Limited Liability Act (the "LLC Act"), with the AGH OP as the surviving entity (the "OP BUSINESS COMBINATIONBusiness Combination"). At the Effective Time, the Surviving Corporation shall cause CapStar Hotel OP LLC and CapStar Hotel II LLC to execute the Agreement and Plan of Merger and Certificate of Merger (the "OP MERGER ARTICLESMerger Articles") in the form attached hereto as Exhibit D, which certificate shall then be executed by the AGH OP and filed with the Delaware Secretary of StateState of the State of Delaware. The effects of the OP Merger Articles are set forth in the OP Merger Articles Articles, the DRULPA and the DRULPALLC Act. The OP Business Combination shall have, to the extent applicable, the same economic and tax consequences for the members of CapStar LPs Hotel LLC and CapStar Hotel II LLC and the limited partners of AGH OP as the Merger has for holders of CapStar Common Stock and the AGH Common Stock, respectively; provided, however, that the holders of preferred units of limited partnership interest in the AGH OP and the holders of CapStar Preferred OP Units (as defined herein) which will be converted into preferred membership limited liability company units in CapStar Hotel LLC and CapStar Hotel II LLC, if applicable, will be provided with substantially the same rights, privileges, and preferences that such holders currently have in effect. . (c) Concurrently with the issuance contemplated by Section 2.2(b), the Surviving Corporation shall (i) cause to be issued to the CapStar LPsMembers, units of limited partnership in the AGH OP issuable upon consummation of the OP Business Combination and (ii) enter into, and cause the AGH OP to enter into, an Exchange Rights Agreement with each CapStar LPLLC."