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Exhibit 2.3
AGREEMENT OF MERGER
This Agreement of Merger is made as of December 19, 1997, by
and between Simon Property Group, L.P., a Delaware limited partnership
("SPG"), and Xxxxx XxXxxxxxx Group, L.P., a Delaware limited partnership
(the "Operating Partnership").
Recitals
1. Each of the general partners of the parties hereto deem
it advisable that SPG merge with and into the Operating Partnership
pursuant to Section 7-211 of the Delaware Revised Uniform Limited
Partnership Act, all on the terms and conditions hereof (the "Merger").
Agreement
In consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
1. Effective Time. The Merger shall be effective at
11:59 p.m., Eastern time, on December 31, 1997 (the "Effective Time").
2. Effects of Merger. At the Effective Time, SPG shall be
merged with and into the Operating Partnership and the separate
existence of SPG shall cease. The Operating Partnership shall continue
to be governed by the laws of the State of Delaware. In addition, the
Merger shall have such other effects as are specified by Delaware law.
3. Cancellation of Units. At the Effective Time, each of
the issued and outstanding partnership units in SPG, by virtue of the
Merger and without any action on the part of the holder thereof, shall
be extinguished and cancelled automatically, without any payment or
other distribution in respect thereof.
4. Termination. Subject to applicable law, this Agreement
of Merger may be amended, modified, supplemented or abandoned by mutual
consent of the parties hereto, before or after approval hereof by the
limited partners of the parties hereto.
5. Counterparts. This Agreement of Merger may be executed
in one or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one agreement.
6. Governing Law. This Agreement of Merger shall be
governed in all respects, including, but not limited to, validity,
interpretation, effect and performance, by the internal laws of the
State of Delaware without regard to the principles of conflicts of law
thereof.
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7. Section Headings. The section headings in this Agreement
of Merger have been inserted for convenience of reference only and shall
not affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement of Merger to be executed on its behalf.
SIMON PROPERTY GROUP, L.P.
By: XXXXX XxXXXXXXX GROUP, INC.,
as General Partner of Simon Property
Group, L.P.
By: \s\Xxxxx Xxxxx
Title: Chief Executive Officer
XXXXX XxXXXXXXX GROUP, L.P.
By: SD PROPERTY GROUP, INC.,
as Managing General Partner of Xxxxx
XxXxxxxxx Group, L.P.
By: \s\Xxxxx Xxxxx
Title: Chief Executive Officer
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