Common use of Structure of the Merger Clause in Contracts

Structure of the Merger. (a) At least 14 business days prior to the anticipated mailing of the Information Statement/Prospectus (as defined in Section 6.2) AIMCO shall notify IPT whether, at the Effective Time (as defined in Section 1.4) (x) IPT shall be merged with and into AIMCO, with AIMCO being the surviving entity or (y) a subsidiary of AIMCO shall be merged with and into IPT, with IPT being the surviving entity. If AIMCO elects to cause the Merger to occur pursuant to (y) above, then this Agreement shall be amended to (i) add such subsidiary as a party to this Agreement, (ii) make such other additional incidental amendments as are needed to provide for a subsidiary merger, and where required, to provide that AIMCO will cause its subsidiary to take action in lieu of AIMCO, as agreed by IPT and AIMCO and their respective counsel, and (iii) include an unconditional guarantee by AIMCO of the obligations of its subsidiary in the Merger. (b) In the event AIMCO shall have been advised by its tax counsel that it does not expect to be able to issue the opinion referred to in Section 7.2(f) of this Agreement at the Closing, in addition to the actions referenced to in the second sentence of this Section 1.1, IPT, acting through a majority of the Continuing Trustees, and AIMCO shall use their best efforts to restructure the form of the transaction to provide for the issuance of AIMCO Common Stock without materially changing either the consideration to be received by IPT Shareholders or the tax or other economic consequences of the transaction to AIMCO and its Subsidiaries, but if the transaction cannot reasonably be so restructured, it shall be restructured as an all cash transaction.