Pre-Merger Transactions. Prior to the Effective Time, the CapStar Parties shall effectuate the following transactions as part of the OP Reorganization:
(a) CapStar Management I and CapStar Management II will merge into a single limited partnership that subsequently may convert to a Delaware limited liability company ("OLD CMC") that will have as its sole members CapStar and the CapStar LPs;
(b) CapStar General Corp., the general partner of CapStar Management II, will merge with and into CapStar and CapStar LP Corporation, a limited partner of CapStar Management I will merge with and into CapStar;
(c) Old CMC will contribute all of its hotel related assets each as set forth on Schedule 7.17(c) to the CapStar Disclosure Letter, together with all its other assets (except those set forth on Schedule 7.17(d) to the CapStar Disclosure Letter), subject to all of its liabilities except for such liabilities set forth on Schedule 7.17(d), to CapStar Hotel OP in exchange for interests in CapStar Hotel OP;
(d) Old CMC will contribute all its management and substantially all of the leasehold related assets (inclusive of certain leases, interests in joint ventures and certain notes, each as set forth on Schedule 7.17(d) to the CapStar Disclosure Letter) together with certain other assets (including cash), each as set forth on Schedule 7.17(d) to the CapStar Disclosure Letter, subject to $30.0 million in liabilities and such other liabilities as set forth on Schedule 7.17(d) to the CapStar Disclosure Letter, to CapStar Management OP in exchange for interests in CapStar Management OP;
(e) Old CMC will redeem CapStar's interests in Old CMC in exchange for CapStar's pro rata share of its interests in CapStar Management OP and CapStar Hotel OP;
(f) CapStar will contribute its interests in CapStar Management OP to OPCO in exchange for 100% of the outstanding capital stock of OPCO; and
(g) CapStar will distribute 100% of the OPCO stock to CapStar's stockholders in connection with the Spin-Off Transaction.
Pre-Merger Transactions. The Distribution shall have been consummated in accordance with the terms of this Agreement and the Separation Agreement (which includes additional conditions to such consummation).
Pre-Merger Transactions. (a) The Company shall use reasonable efforts to enter into agreements to sell assets of the Company as agreed from time to time between the Company and Parent on terms acceptable to the Company and shall permit the Parent Companies and their financial and legal advisors to participate in such process; provided, however, that such agreements may provide at the Company's election that any such sale or disposition shall not be consummated until after the Effective Time and may provide at the Company's election that such agreements are terminable by the Company if this Agreement is terminated for any reason; provided further, however, that neither the Company nor any of its Subsidiaries shall enter into a definitive agreement with respect to any such sale without the prior approval of both Parent Companies and the Board of Directors of the Company.
(b) The Company shall not implement the Comprehensive Plan (as such term is defined in the Definitive Proxy Statement on Schedule 14A filed with the SEC on October 9, 1997 (the "Proxy Statement")), including, without limitation, consummating the Tender Offers (as such term is defined in the Proxy Statement).
(c) Prior to the Effective Time, Trust may declare a dividend not to exceed $1.5 billion, payable to its shareholders of record as of such time and payable in property other than cash which property may be acquired by Parent in exchange for shares of Parent's capital stock, and Parent may acquire all or any portion of such property in such manner. In connection with the foregoing, the Pairing Agreement dated as of June 28, 1980 between Parent and Trust may be amended to permit and facilitate such transactions. In the event that Parent fails to exercise its right, in whole or in part, to acquire such property prior to the Effective Time, the Exchange Ratio shall be equitably adjusted. The Parent Companies agree that in effecting transactions contemplated by this Section 4.5(c), the stockholders of the Company shall be treated on a fair and equitable basis (including in respect of the consideration payable in the Merger).
(d) The Company acknowledges and agrees that, prior to the Effective Time, the Parent Companies and their Subsidiaries are obligated under the Westin Transaction Agreement to use all reasonable efforts to consummate the transactions contemplated thereby, including debt and equity financings and certain restructurings and share issuances related thereto, the payment of dividends on such share issu...
Pre-Merger Transactions. The Contribution and the Distribution shall have been consummated in accordance with the terms of this Agreement and the Distribution Agreement (which includes additional conditions to such consummation) and in all material respects in accordance with the Tax Ruling, provided that the failure of the Contribution and the Distribution to be consummated shall not be a condition to the obligations of a party whose breach (or breach by an Affiliate thereof) of the Distribution Agreement has been the cause of, or resulted in, such failure.
Pre-Merger Transactions. Upon the terms and subject to the satisfaction or written waiver of the conditions contained in this Agreement, prior to the Merger Closing, the following transactions (the “Pre-Merger Transactions”) shall occur, in the following order:
(A) ETP shall borrow the Merger Loan Amount;
(B) ETP shall make the HHI Loan pursuant to the terms and conditions of the promissory note attached hereto as Exhibit B;
(C) ETP shall assign to HHI and HHI shall accept from ETP the right to acquire from ETP 50% of the issued and outstanding capital stock of Merger Sub (the “Merger Sub Interest”) pursuant to the assignment agreement attached hereto as Exhibit C;
(D) HHI shall transfer to Merger Sub the cash received pursuant to the HHI Loan in exchange for the Merger Sub Interest;
(E) ETP shall contribute the Merger Equity Consideration Amount to Merger Sub in continuation of ETP’s ownership of 50% of the issued and outstanding capital stock of Merger Sub; and
(F) ETE Holdco shall assume the obligations of SUG under the SUG Loan pursuant to the terms and conditions of the assumption agreement attached hereto as Exhibit D.
Pre-Merger Transactions. The transactions contemplated by Article IV shall have been consummated in accordance with the terms of this Agreement and the Distribution Agreement (which includes additional conditions to such consummation).
Pre-Merger Transactions. Upon the terms and subject to the conditions set forth in this Agreement and the other agreements contemplated hereby:
(a) On the first business day following the satisfaction of the conditions in Sections 6.1, 6.2 and 6.3 hereof (provided that the next calendar day is a business day), the transactions contemplated by the Exchange Agreement shall be performed; and
(b) Immediately following the consummation of the transactions contemplated by the Exchange Agreement, (i) Crown and Crown Partnership shall consummate the transactions contemplated by the Crown Partnership Distribution Agreement and (ii) Crown shall cease to be a partner in Crown Partnership and CIT and CAIC shall cause a new general partner to be admitted as the general partner of Crown Partnership. All of such transactions described in this Section 1.1 are referred to collectively herein as the "Pre-Merger Transactions."
Pre-Merger Transactions. The Pre-Merger Transactions shall have been consummated at least one business day prior to the Closing Date.
Pre-Merger Transactions. The Spin-Off shall have been completed on such terms as the Board of Directors of Rurban shall have determined in its sole discretion.
Pre-Merger Transactions. The transactions contemplated by Article III, including the Restructuring and the execution and delivery of the Transaction Agreements not executed on the date hereof, shall have been consummated in accordance with the terms of this Agreement and the Restructuring Agreement (including the satisfaction of all conditions to the Restructuring set forth in the Restructuring Agreement) in all material respects.
