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EXHIBIT 1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement"), dated as of
December 30, 1996, by and among Crescent Real Estate Equities Company, a Texas
real estate investment trust ("Crescent Trust"), Crescent Real Estate Equities,
Inc., a Maryland corporation ("Crescent Inc."), and CRE Limited Partner, Inc.,
a Delaware corporation and a wholly owned subsidiary of Crescent Inc. ("CRE
Ltd."), evidences that, in consideration of the mutual obligations and
covenants set forth herein, the parties hereto agree as follows:
ARTICLE I
SURVIVING ENTITY; NAME;
DECLARATION OF TRUST; BYLAWS;
TRUST MANAGERS AND OFFICERS
1.1 Crescent Trust, Crescent Inc. and CRE Ltd. are sometimes hereinafter
collectively referred to as the "Constituent Entities".
1.2 In accordance with the provisions of the Texas Real Estate
Investment Trust Act (the "Texas REIT Act"), the General Corporation Law of the
State of Delaware (the "DGCL") and the General Corporation Law of the State of
Maryland (the "MGCL"), Crescent Inc. and CRE Ltd. will, at the Effective Time
(as defined in Section 3.3), be merged into Crescent Trust, the separate
corporate existence of Crescent Inc. and of CRE Ltd. shall cease, and Crescent
Trust shall be the surviving entity ("Surviving Entity"). Crescent Trust will
continue to exist under and to be governed by the laws of Texas. Such
transaction is hereinafter referred to as the "Merger."
1.3 At the Effective Time, the name of the Surviving Entity will be
Crescent Real Estate Equities Company.
1.4 The Declaration of Trust of Crescent Trust as in effect immediately
prior to the Effective Time will, until further amended as provided by law, be
the declaration of trust of the Surviving Entity.
1.5 The Bylaws of Crescent Trust in effect immediately prior to the
Effective Time will be the bylaws of the Surviving Entity until altered,
amended or rescinded.
1.6 The members of the Board of Directors of Crescent Inc. immediately
prior to the Effective Time will be the trust managers of the Surviving Entity.
Unless the foregoing trust managers sooner resign or are removed, they will
hold their respective offices from the Effective Time until their respective
successors are elected and qualify.
1.7 The officers of Crescent Inc. immediately prior to the Effective
Time will be the officers of the Surviving Entity. Unless the foregoing
officers sooner resign or are removed, they
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will hold their respective offices from the Effective Time until their
respective successors are elected or appointed.
ARTICLE II
CAPITALIZATION; CONVERSION AND EXCHANGE
OF CAPITAL STOCK
2.1 At the Effective Time, each share of beneficial interest, par value
$0.01 per share (the "Crescent Trust Shares"), of Crescent Trust issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, cease to be
outstanding and shall be cancelled and retired and no Crescent Trust Shares
shall be issued in respect thereof or other consideration given therefor, and
the capital of Crescent Trust shall be deemed to be reduced by the amount of
$1,000, the amount represented by such outstanding shares.
2.2 At the Effective Time, each share of the common stock, par value
$0.01 per share (the "Crescent Inc. Stock"), of Crescent Inc. issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into the right to receive one (1) Crescent Trust Share. As a result of the
Merger and without any action on the part of the holder thereof, all shares of
Crescent Inc. Stock shall cease to be outstanding and shall be cancelled and
retired and shall cease to exist, and each holder of a certificate representing
any shares of Crescent Inc. Stock shall thereafter cease to have any rights
with respect to such shares of Crescent Inc. Stock, except the right to
receive, without interest, Crescent Trust Shares as herein provided upon the
surrender of a certificate representing shares of Crescent Inc. Stock.
2.3 At the Effective Time, each share of the common stock, par value
$0.01 per share, of CRE Ltd. issued and outstanding immediately prior to the
Effective Time shall, by virtue of the Merger and without any action on the
part of the holder thereof, cease to be outstanding and shall be cancelled and
retired and no Crescent Trust Shares shall be issued in respect thereof or
other consideration given therefor.
2.4 At the Effective Time, all options (individually, a "Crescent Inc.
Option" and collectively, the "Crescent Inc. Options") then outstanding under
the 1994 Crescent Real Estate Equities, Inc. Stock Incentive Plan and the
Amended and Restated 1995 Crescent Real Estate Equities, Inc. Stock Incentive
Plan shall remain outstanding following the Effective Time. At the Effective
Time, such Crescent Inc. Options shall, by virtue of the Merger and without any
further action on the part of Crescent Inc. or the holder of any such Crescent
Inc. Options, be assumed by Crescent Trust.
2.5 At and after the Effective Time each holder of a certificate
representing shares of Crescent Inc. Stock, upon presentation and delivery of
such certificate to Crescent Trust together with properly completed transmittal
forms, will be entitled to receive in exchange therefor a certificate or
certificates representing the number of fully paid and nonassessable whole
Crescent
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Trust Shares to which such holder is entitled as provided in Section 2.2. At
the Effective Time, each such certificate which represented issued and
outstanding shares of Crescent Inc. Stock at the Effective Time will be deemed
for all purposes to evidence the number of Crescent Trust Shares into which
such shares of Crescent Inc. Stock will have been converted pursuant to Section
2.2.
2.6 All shares of Crescent Inc. Stock presented and surrendered will be
cancelled.
ARTICLE III
SHAREHOLDERS' MEETING; FILINGS
RELATING TO THE EFFECTIVE DATE
3.1 This Agreement has been or will be submitted to the respective
shareholders of the Constituent Entities for their approval and adoption at
meetings to be duly called and held or by unanimous written consent of
shareholders in lieu of such meetings. The Constituent Entities will proceed
expeditiously and cooperate fully in the procurement of any other consents and
approvals, the taking of any other action, and the satisfaction of all other
requirements prescribed by law or otherwise necessary for the consummation of
the Merger.
3.2 The appropriate officers of the Constituent Entities will execute
and verify, and cause to be filed, appropriate documentation in connection with
the Merger in accordance with the Texas REIT Act, the DGCL and the MGCL.
3.3 The Merger will become effective at 11:59 p.m., Dallas, Texas time,
on December 31, 1996 (the "Effective Time").
ARTICLE IV
CERTAIN EFFECTS OF THE MERGER
4.1 When the Merger becomes effective, the separate existence of
Crescent Inc. and CRE Ltd. will cease and all rights, title, and interests to
all real estate and other property owned by the Constituent Entities shall be
allocated and vested in the Surviving Entity without reversion or impairment,
without further act or deed, and without any transfer or assignment having
occurred, but subject to any existing liens thereon. All liabilities and
obligations of the Constituent Entities shall be allocated to the Surviving
Entity, and the Surviving Entity shall be the primary obligor therefor and,
except as otherwise set forth in this Agreement or as otherwise provided by law
or contract, no other party to the Merger shall be liable therefor.
4.2 At the time, or from time to time, after the Effective Time, the
last acting officers and directors of Crescent Inc. and CRE Ltd. will, as and
when requested by the Surviving Entity or its successors or assigns, execute
and deliver all such deeds, assignments and other instruments and take or cause
to be taken all such further or other reasonable action as the Surviving Entity
deems reasonably necessary or desirable in order to vest, perfect or confirm in
the
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Surviving Entity title to and possession of all of the properties, rights,
privileges, powers, franchises, immunities and interests of Crescent Inc. and
CRE Ltd. and otherwise to carry out the purpose of this Agreement.
ARTICLE V
CLOSING DATE; TERMINATION; AMENDMENTS,
SUPPLEMENTS, ETC.
5.1 This Agreement may be executed in multiple counterparts, each of
which will be deemed an original and all of which together will constitute one
agreement.
5.2 The Board of Directors of Crescent Inc. may, in its sole and
absolute discretion, abandon or terminate this Agreement after receipt of
stockholder approval, but prior to the Effective Time, if the Board of
Directors of Crescent Inc. determines the Merger is no longer in Crescent
Inc.'s best interest.
5.3 Subject to Section 5.2, this Agreement may be terminated, amended or
supplemented at any time before the Effective Time by the written consent of
all parties hereto in accordance with applicable law.
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In order to evidence the foregoing, Crescent Trust, Crescent Inc. and
CRE Ltd. have caused this Agreement to be signed by their duly authorized
officers as of the date first above written.
CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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CRESCENT REAL ESTATE EQUITIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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CRE LIMITED PARTNER, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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