CONTRIBUTION AGREEMENT BY AND BETWEEN HEARTHSTONE OPERATIONS, LLC AND HEARTHSTONE ASSISTED LIVING, INC. Dated as of March 22, 2006Contribution Agreement • March 28th, 2006 • Nationwide Health Properties Inc • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of March 22, 2006 and entered into by and between Hearthstone Assisted Living, Inc., a Texas corporation (the “Company”), and Hearthstone Operations, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“NewCo”).
This NewCo Side Letter Agreement is entered into effective as of March 21, 2006, by and among Nationwide Health Properties, Inc., a Maryland corporation (“NHP”), Hearthstone Operations, LLC, a Delaware limited liability company (“NewCo”), and Timothy...Newco Side Letter Agreement • March 28th, 2006 • Nationwide Health Properties Inc • Real estate investment trusts • California
NHPMaster Transactions Agreement • March 28th, 2006 • Nationwide Health Properties Inc • Real estate investment trusts
MASTER TRANSACTIONS AGREEMENT BY AND AMONG NATIONWIDE HEALTH PROPERTIES, INC. HEARTHSTONE OPERATIONS, LLC AND HEARTHSTONE ASSISTED LIVING, INC.Master Transactions Agreement • March 28th, 2006 • Nationwide Health Properties Inc • Real estate investment trusts • New York
This MASTER TRANSACTIONS AGREEMENT (this “Agreement”) is entered into as of March 22, 2006 by and among NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation, (the “Merger Purchaser”), HEARTHSTONE OPERATIONS, LLC, a Delaware limited liability company (“NewCo”), and HEARTHSTONE ASSISTED LIVING, INC., a Texas corporation (the “Company”). The Merger Purchaser and NewCo are sometimes referred to collectively herein as the “Acquiring Parties” and individually as an “Acquiring Party.” The Merger Purchaser, NewCo and the Company are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the meanings set forth in Article 1.
AGREEMENT AND PLAN OF MERGER BY AND AMONG NATIONWIDE HEALTH PROPERTIES, INC., HAL ACQUISITION CORP. AND HEARTHSTONE ASSISTED LIVING, INC.Merger Agreement • March 28th, 2006 • Nationwide Health Properties Inc • Real estate investment trusts • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 22, 2006 by and among NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (the “Purchaser”), HAL ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), and HEARTHSTONE ASSISTED LIVING, INC., a Texas corporation (the “Company”). The Purchaser and Merger Sub are sometimes referred to collectively herein as the “Purchaser Parties” and individually as a “Purchaser Party.” The Purchaser, Merger Sub and the Company are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the meanings set forth in Article 1.
