The REIT Merger Clause Samples
The REIT Merger clause defines the terms and conditions under which a Real Estate Investment Trust (REIT) will be merged with another entity. Typically, this clause outlines the structure of the merger, the treatment of shares or units held by stakeholders, and any required approvals from regulatory bodies or shareholders. For example, it may specify how existing REIT investors will receive shares in the new entity or detail the timeline for completing the merger. The core function of this clause is to provide a clear framework for executing the merger, ensuring all parties understand their rights and obligations, and minimizing legal or operational uncertainties during the transaction.
The REIT Merger. At the REIT Merger Effective Time and by virtue of the REIT Merger and without any further action on the part of REIT II, REIT I or Merger Sub or the holders of any securities of REIT II, REIT I or Merger Sub:
(i) Except as provided in Section 3.1(a)(ii) and Section 3.1(a)(iii) and subject to Section 3.1(c), Section 3.1(e) and Section 3.2, each share of REIT I Common Stock outstanding immediately prior to the REIT Merger Effective Time will be automatically cancelled and retired and converted into the right to receive (upon the proper surrender of the certificate representing such share (“Certificate”) or, in the case of a Book-Entry Share, the proper surrender of such Book-Entry Share) the Merger Consideration, as follows:
(A) for each share of REIT I Common Stock with respect to which an election to receive cash has effectively been made and not revoked or deemed revoked pursuant to this Article 3 (a “Cash Election”), the right to receive in cash from REIT II an amount (the “Cash Consideration”) equal to the Net Per Share Price (such shares collectively, the “Cash Election Shares”), subject to Section 3.2(c) and Section 3.2(d);
(B) for each share of REIT I Common Stock with respect to which an election to receive REIT II Common Stock has been effectively made and not revoked or deemed revoked pursuant to this Article 3 (a “Stock Election” and such shares collectively, the “Stock Election Shares”) or which is otherwise to receive shares of REIT II Common Stock in accordance with this Agreement, the right to receive from REIT II the number of shares of REIT II Common Stock equal to the Exchange Ratio (subject to the treatment of fractional shares of REIT II Common Stock in accordance with Section 3.1(e)) (the “Stock Consideration”); and
(C) for each share of REIT I Common Stock other than Cash Election Shares and Stock Election Shares (collectively, the “Non-Electing Shares”), the right to receive from REIT II the Stock Consideration;
(ii) Each share of REIT I Common Stock, if any, then held by any Wholly Owned REIT I Subsidiary shall automatically be retired and shall cease to exist, and no REIT Merger Consideration shall be paid, nor shall any other payment or right inure or be made with respect thereto in connection with or as a consequence of the REIT Merger;
(iii) Each share of REIT I Common Stock, if any, then held by REIT II or any Wholly Owned REIT II Subsidiary shall no longer be outstanding and shall automatically be retired and shall cease to ex...
The REIT Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the MGCL and MLLCA, at the REIT Merger Effective Time, CCIT II shall be merged with and into Merger Sub, whereupon the separate existence of CCIT II will cease, with Merger Sub surviving the REIT Merger (Merger Sub, as the surviving entity upon consummation of the REIT Merger, the “REIT Surviving Entity”), such that following the REIT Merger, the REIT Surviving Entity will be a wholly owned subsidiary of GCEAR. The REIT Merger shall have the effects set forth in the applicable provisions of the MGCL, the MLLCA and this Agreement.
The REIT Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the TBCA and the DGCL, at the Effective Time (as defined herein) the Company shall be merged with and into REIT Merger Sub and REIT Merger Sub shall be the surviving corporation in the REIT Merger (the "Surviving Corporation") and the separate corporate existence of the Company thereupon shall cease.
The REIT Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with Title 3 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended ("Title 3"), and Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended ("Title 8"), Merger Sub shall be merged with and into CWS, with CWS being the surviving entity in such merger (in such capacity, the "First Surviving Entity").
The REIT Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 8-501.1 of the Maryland REIT Law (the "MRL") and Section 18-209 of the Delaware Limited Liability Company Act (the "DLLCA"), Merger Sub shall be merged with and into Keystone, with Keystone being the surviving entity (the "Surviving Company").
The REIT Merger. Subject to the terms and conditions hereof, immediately following the OP Effective Time and at the REIT Effective Time, REIT Merger Sub shall merge with and into the Company (the “REIT Merger”). Following the REIT Merger, the separate existence of REIT Merger Sub shall cease, and the Company shall continue as the surviving corporation. The Company, in its capacity as the corporation surviving the REIT Merger, is hereinafter sometimes referred to as the “Surviving Corporation.” OP Holdco will become a wholly owned Subsidiary of the Surviving Corporation.
The REIT Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as hereinafter defined), Weeks shall be merged with and into Duke in accordance with the Indiana Business Corporation Law (the "IBCL") and the Georgia Business Corporation Code (the "GBCC," and together with the IBCL, the "GOVERNING LAWS"), whereupon the separate corporate existence of Weeks shall cease and Duke shall continue as the surviving corporation (the "SURVIVING CORPORATION").
(b) The REIT Merger shall have the effects set forth in the Governing Laws. Accordingly, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities, liabilities and duties of Duke and Weeks.
The REIT Merger. At the Merger Effective Time and by virtue of the REIT Merger and without any further action on the part of RS, CCI or Merger Sub or the holders of any securities of RS, CCI or Merger Sub:
(i) Subject to Section 3.1(c) and Section 3.3, each share of RS Common Stock issued and outstanding immediately prior to the Merger Effective Time (other than Excluded Shares) shall automatically be converted into the right to receive from CCI the number of shares of CCI Class I Common Stock equal to the Exchange Ratio, subject to the treatment of fractional shares in accordance with Section 3.1(e) (the “REIT Merger Consideration”);
(ii) As of the Merger Effective Time, all such shares of RS Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the REIT Merger Consideration in accordance with this Agreement upon the surrender of the RS Common Stock in accordance with Section 3.2;
(iii) All Excluded Shares shall automatically be cancelled and shall cease to exist, and no REIT Merger Consideration shall be paid, nor shall any other payment or right inure or be made with respect thereto, in connection with or as a consequence of the REIT Merger; and
(iv) Each share of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall remain outstanding and, collectively, shall constitute the only issued and outstanding shares of the Surviving Entity.
The REIT Merger. At the REIT Merger Effective Time, by virtue of the REIT Merger and without any action on the part of any Party or the holders of any securities of any Party:
(i) Each HI-REIT Share issued and outstanding immediately prior to the REIT Merger Effective Time (other than (i) HI-REIT Shares to be cancelled pursuant to Section 2.7(a)(iii) and (ii) Dissenting Shares (as hereinafter defined)) will be automatically cancelled and retired and converted into the right to receive (upon the proper surrender of the certificate representing such share (a “Certificate”) or, in the case of a Book-Entry Share, the proper surrender of such Book-Entry Share) the following consideration (collectively, the “REIT Merger Consideration”):
The REIT Merger. Section 1.1. The REIT Merger. ---------------
(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as hereinafter defined), Weeks shall be merged with and into Duke in accordance with the Indiana Business Corporation Law (the "IBCL") and the Georgia Business Corporation Code (the "GBCC," and together with ---- ---- the IBCL, the "Governing Laws"), whereupon the separate corporate existence of ---- -------------- Weeks shall cease and Duke shall continue as the surviving corporation (the "Surviving Corporation"). ----------------------
(b) The REIT Merger shall have the effects set forth in the Governing Laws. Accordingly, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities, liabilities and duties of Duke and Weeks.