REIT Merger Agreement definition

REIT Merger Agreement means either that certain merger agreement by and among the Company and the Fund II REITS, dated April 25, 2011 or that certain merger agreement by and among the Company and the Fund III REITs, dated April 25, 2011.

REIT Merger Agreement has the meaning as set forth in the Recitals.

REIT Merger Agreement means the merger agreement to be entered into between Host Marriott and Host REIT in connection with the REIT Merger.

Examples of REIT Merger Agreement in a sentence

• This Agreement may be amended by appropriate instrument, without the consent of any Forward REIT Merger Entity, at any time prior to the Effective Time; provided, that no such amendment, modification or supplement shall be made that alters the amount or changes the form of the consideration to be delivered to a Forward REIT Merger Agreement Entity, without the prior written consent of the Forward REIT Merger Agreement Entity adversely affected by such proposed amendment, modification or supplement.

• The REIT Merger shall have occurred substantially contemporaneous with (but immediately following) the Closing on the terms set forth in the REIT Merger Agreement.

• No “Stock Acquisition Date” or “Distribution Date” (as such terms are defined in the REIT Merger Agreement) will occur as a result of the execution of this Agreement or any other transactions contemplated by this Agreement or the consummation of the Merger..

• GNL and RTL shall not waive, amend or modify the condition set forth in Section 7.1(e) of the REIT Merger Agreement in effect as of the date hereof.

• In addition, notwithstanding anything to the contrary in this Agreement, the REIT Merger Agreement, or any of the Contracts listed on Schedule 6.5, each of the provisions related to indemnification set forth in each of the Contracts listed on Schedule 6.5 shall survive the mergers.

• The affirmative vote (by written -------------------------- consent or otherwise) of at least 90% of the outstanding Duke common OP Units is the only vote of the holders of any interest in Duke OP necessary (under applicable law or otherwise) to approve the REIT Merger, the REIT Merger Agreement, the OP Merger, the OP Merger Agreement and the transactions contemplated hereby and thereby (the "Duke OP Approvals").

• Any costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors incurred in connection with this Agreement, shall be paid in accordance with Section 7.8 of the REIT Merger Agreement and Section 2(d) of the Master Indemnification Agreement.

• This Agreement may not be terminated at any ----------- time, provided that notwithstanding anything to the contrary contained herein, this Agreement shall terminate immediately upon termination of the REIT Merger Agreement.

• The affirmative vote (by written consent or otherwise) of at least 90% of the outstanding Duke common OP Units is the only vote of the holders of any interest in Duke OP necessary (under applicable law or otherwise) to approve the REIT Merger, the REIT Merger Agreement, the OP Merger, the OP Merger Agreement and the transactions contemplated hereby and thereby (the "DUKE OP APPROVALS").

• This Agreement and the irrevocable proxies granted in Section 1.3 hereof will terminate automatically with no further action by any party upon the termination of the REIT Merger Agreement and the PLB Agreement, in accordance with their respective terms and upon such a termination, all proxies granted pursuant to this Agreement will then be deemed automatically revoked and of no further force or effect.

More Definitions of REIT Merger Agreement

REIT Merger Agreement means the Agreement and Plan of Merger by and among the Company, HMC and Host LP, to be executed in connection with the REIT Conversion.