Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken:
(a) GOV was organized as a Maryland real estate investment trust on or about February 17, 2009;
(b) HRPT contributed $5,000,000, in cash, to the capital of GOV on or about February 17, 2009 and an additional $1,766,000, in cash, to the capital of GOV on or about April 24, 2009;
(c) HRPT advanced $6,015,000 on behalf of GOV to pay certain GOV Expenses related to the offering of GOV Common Shares on or about April 24, 2009;
(d) GOV LLC was organized as a Delaware limited liability company on or about March 23, 2009;
(e) each of the Property Owners transferred and conveyed all its right, title and interest in and to all of the land more particularly described in Schedule 1.1(40) that is identified in said Schedule as being owned by such Entity, together with any appurtenances thereto and any buildings, structures or other improvements thereon and all other Property Assets with respect thereto, to GOV LLC and GOV LLC assumed and agreed to timely pay, perform, observe and discharge all Liabilities, whether arising before or after the date of transfer and which are agreed to be GOV Liabilities for purposes of Section 5.2(b);
(f) THE PROPERTY ASSETS WERE TRANSFERRED AND CONVEYED “AS IS, WHERE IS”, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE);
(g) GOV and GOV LLC entered into the Credit Facility;
(h) the Board of Trustees of GOV declared a distribution payable to HRPT, as GOV’s sole shareholder, in the amount of $250 million, which was paid on or about April 24, 2009;
(i) GOV filed the GOV Registration Statement and the Registration Statement became effective under the Securities Act on June 2, 2009;
(j) GOV has applied for listing of the GOV Common Shares for trading on the New York Stock Exchange;
(k) prior to the Effective Date, the Board of Trustees of GOV declared a distribution to HRPT, as GOV’s sole shareholder, payable at the commencement of business on the Effective Date (and prior to the time HRPT ceases to be GOV’s sole shareholder) of all current assets (excluding any cash representing a portion of the contributions referred to in Section 2.1(b) or Proceeds), subject to all current Liabilities (excluding the advance referred to in Section 2.1(c) or any Liability representing repayment of principal under the Credit Facility) all as determin...
Preliminary Actions. Prior to the date of this Agreement, the following occurred:
(a) HPT entered into the TCA Merger Agreement with TCA, Oak Hill and HPT Merger Sub;
(b) HPT caused:
(1) HPT Trust Landlord to be formed as a Maryland real estate investment trust and a wholly owned direct subsidiary of HPT;
(2) HPT LLC Landlord to be formed as a Maryland limited liability company and a wholly owned direct subsidiary of HPT Trust Landlord;
(3) TCA LLC to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of HPT;
(4) TCA Tenant to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of TCA LLC; and
(5) HPT Merger Sub to be formed as a Delaware corporation and a wholly owned direct subsidiary of HPT;
(c) HPT contributed all of the issued and outstanding shares of common stock of HPT Merger Sub to TCA LLC and then contributed all of the issued and outstanding membership interests of TCA LLC to HPT Trust Landlord;
(d) TCA LLC filed the TCA LLC Registration Statement with the SEC;
(e) The HPT Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and the transactions contemplated herein; and
(f) TCA LLC’s Board of Directors approved the execution and delivery of this Agreement and the transactions contemplated hereby.
Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken:
(a) SIR was organized as a Maryland real estate investment trust on or about December 19, 2011;
(b) CWH advanced funds on behalf of SIR to pay certain SIR Expenses related to the offering of SIR Common Shares;
(c) REIT Sub1 and REIT Sub2 were organized as Maryland real estate investment trusts on or about February 8, 2012;
Preliminary Actions. 11 2.2 Actions Prior to TCA Closing Date..............................................................12 2.3 Actions Occurring on the TCA Closing Date......................................................12 2.4 Capitalization of TCA LLC......................................................................14 SECTION 3 POST-DISTRIBUTION RIGHTS, OPTIONS AND COVENANTS..................................................................15 3.1 Right of First Refusal re: Certain Real Estate Investments.....................................15 3.2 Right of First Refusal re: Travel Center Facilities............................................16 3.3 Options re: Travel Center Business Assets......................................................16 3.4
Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken:
(a) SIR was organized as a Maryland real estate investment trust on December 19, 2011;
(b) ILPT was organized as a Maryland real estate investment trust on September 15, 2017;
(c) (i) On September 29, 2017, prior to the transactions described in Section 2.1(d), each of the Entities listed on Schedule 2.1(c)(i) as a Distributing Owner (the “Distributing Owners”) assigned, transferred and conveyed all its right, title and interest in and to the Property more particularly described in Schedule 2.1(c)(i) with respect to such Distributing Owner, together with all Related Assets (such Property and Related Assets, the “Distributed Assets”), to the Subsidiary of SIR identified on such schedule, and such Subsidiary of SIR assumed and agreed to timely pay, perform, observe and discharge all Liabilities arising out of or related to the Distributed Assets, whether arising before or after the date of transfer; and
Preliminary Actions. Subject to the terms and conditions set forth in this Agreement, prior to the consummation of the Exchange, the following actions shall be taken:
Preliminary Actions. (a) Prior to the execution and delivery of this Agreement, the following actions were taken:
(A) Five Star was organized as a Maryland corporation, and SHOPCO HOLDINGS, INC., a Delaware corporation, merged with and into Five Star; and
(B) FSQ (formerly known as "Five Star Quality Care, Inc.") changed its name to "FSQ, Inc.", and each of the Existing Property Subtenants changed their names as indicated in SECTION 1.1(36).
(b) Prior to the capitalization of Five Star and the Distribution Date, Five Star will:
(A) organize the Existing Properties Holding Company and the CSL Property Subtenants (other than FS Tenant Pool II Trust [New Loan properties] and FS Leisure Park Tenant Trust [Leisure Park]) (see SCHEDULE 2.1(b)(A));
(B) contribute its interest in the Existing Property Subtenants to the Existing Properties Holding Company (see SCHEDULE 2.1(B)(B)); and
(C) organize Merger Sub as a Delaware corporation (see SCHEDULE 2.1(b)(B)).
Preliminary Actions. CAPITALIZATION OF FIVE STAR; DISTRIBUTION AND MERGER.........10 2.1
Preliminary Actions. 2.1 DC Sub and Delta shall procure the establishment of New Delta in accordance with Schedule 3. DC Sub shall extract cash of EUR 700 million and to the extent that tax is borne by New Delta, by reason of that extraction, the amount of that tax shall be included in calculating the amount of cash extracted for the purpose of determining whether those limits have been respected from the Delta Group in accordance with Schedule 11 prior to Closing. DC Sub shall also extract additional cash from the Delta Group of no more than EUR 2,933,700,000 and no less than EUR 2,133,600,000, and to the extent that tax is borne by New Delta, by reason of that extraction, the amount of that tax shall be included in calculating the amount of cash extracted for the purpose of determining whether those limits have been respected also in accordance with Schedule 11 and prior to Closing (such extraction, and the amount, to be notified to Lagardere not fewer than 10 Business Days before extraction together with all other information relating thereto as Lagardere may reasonably request). DC Sub shall not extract more (nor less) cash than that notified to Lagardere under this Clause 2.1, save in respect of the Permitted Dividend.
2.2 Lagardere and Sogepa shall procure the establishment of Topco.
2.3 DC Sub and Lagardere shall procure the establishment of Holdings CV and the Managing Partner in accordance with Schedule 4.
2.4 DC Sub, Lagardere and Sogepa shall procure the establishment of Listco in accordance with Schedule 5.
2.5 Lagardere and Sogepa shall procure the establishment of Aerospatiale Matra Bis.
2.6 The parties agree as soon as possible after the date hereof to enter into good faith negotiations to combine the electronic defence activities of Listco and Thomson CSF. It is acknowledged that Lagardere and the French State do not intend to accept change in the status of Alcatel as first private shareholder of Thomson CSF.
2.7 The parties acknowledge that CASA is a potential strategic partner of Listco and agree to enter into negotiations with CASA's shareholders with a view to CASA's business being contributed to Listco and its shareholders thereby owning shares in the capital of Listco, on substantially similar terms to those envisaged in the memorandum of understanding signed on 11 June 1999 between DC and SEPI.
Preliminary Actions. As soon as practicable following the date hereof, E Com, acting through its Board of Directors, shall, in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations, decrees and orders of any Governmental Entity (collectively, “Laws”) and its current certificate of incorporation and by-laws:
(a) duly call, give notice of, convene and hold an annual or special meeting of E Com’s shareholders (the “Shareholders Meeting”) for the purposes of obtaining the affirmative vote of E Com’s shareholders in favor of (i) the issuance of E Com Common Stock and the Warrants pursuant to the Merger and the issuance of E Com Common Stock upon exercise of the Warrants, as required under applicable Law and Nasdaq Market Place Rule 4350(i)(1)(C) and Section 6.1(a) and (ii) the amendment of the certificate of incorporation of E Com (the “Charter Amendment”) to increase the number of shares of E Com Common Stock that E Com is authorized to issue to 20,000,000 shares (together, the “E Com Shareholder Approval”) and in favor of the change of the E Com’s name to “Perfumania Holdings, Inc.”; and
(b) in consultation with Model, prepare and file with the SEC a preliminary proxy statement relating to the E Com Shareholder Approval and obtain and furnish the information required by the SEC to be included therein and, after consultation with Model, respond promptly to any comments made by the staff of the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (together with all amendments, supplements and exhibits thereto, the “Proxy Statement”) to be mailed to E Com’s shareholders at the earliest practicable date; provided that no amendments or supplements to the Proxy Statement shall be made by E Com without consultation with Model.
