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Document Preview Agreement and Plan of Merger |
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Title: |
Agreement and Plan of Merger |
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Entities: |
Hallwood Group Inc.; Hallwood Realty Partners LP; HRPT Properties Trust; Lehman Brothers Inc. |
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Date: |
2004 |
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Size: |
Preview shows 30KB of 211KB total |
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Price: |
$86 |
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ID: |
#268581 |
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Start of Preview |
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| INDEX OF DEFINED TERMS | |
| Term | Section |
| affiliate | 9.03 |
| Agreement | Preamble |
| business day | 9.03 |
| Certificate of Merger | 1.03 |
| Certificates | 2.02(b) |
| Closing | 1.02 |
| Closing Date | 1.02 |
| Code | 2.02(g) |
| Confidentiality Agreement | 6.05(f) |
| Consent | 3.05(b) |
| Contingent Liabilities | 9.03 |
| Continuing Employees | 6.13(b) |
| Contract | 3.03(b) |
| Declaration | 9.13 |
| Defect | 6.02 |
| Deposit | 6.01 |
| Determination Date | 9.03 |
| DRULPA | 1.01 |
| DLLCA | 1.01 |
| Effective Time | 1.03 |
| Encumbrances | 3.18(c) |
| Environmental Claim | 3.14 |
| Environmental Laws | 3.14 |
| ERISA | 3.11(e) |
| ERISA Affiliate | 3.11(e) |
| Exchange Act | 3.05(b)(i) |
| Exchange Fund | 2.02(a) |
| 1st Odyssey | 3.08(d) |
| GAAP | 3.06(c) |
| General Partner | Preamble |
| Governmental Entity | 3.05(b) |
| Gross Merger Consideration | 2.01(b)(i)(x) |
| Group | Recitals |
| Hazardous Substance | 3.14 |
| HCRE | Recitals |
| HWG95 | Recitals |
| HWG98 | Recitals |
| HWG Realty | Recitals |
| HWG, LLC | Recitals |
| HWG Parties | Recitals |
| in the ordinary course of business | 9.03 |
| Indemnification Obligations | 3.21 |
| Indemnified Party | 6.06(a) |
| Indemnitees | 6.08(a) |
| Inspection Period | 6.02 |
| Intellectual Property | 3.20(a) |
| Judgment | 3.05(a)(iii) |
| Law | 3.05(a)(iii) |
| Legal Requirements | 3.18(d) |
| Lehman Brothers | 3.16 |
| Liens | 3.05(a)(ii) |
| Litigation | 9.03 |
| Material Contracts | 3.15(a) |
| Merger | Recitals |
| Merger Price | 2.01(b)(i) |
| Morgan Stanley | 3.16 |
| Mortgage Document | 9.03 |
| MREIT | 9.03 |
| Net Indebtedness | 9.03 |
| Net Working Capital | 9.03 |
| Other Transactions | Recitals |
| Parent | Preamble |
| Parent Material Adverse Effect | 4.04(a) |
| Partnership | Preamble |
| Partnership Agreement | 1.05(b) |
| Partnership Benefit Agreements | 3.11(a)(ii) |
| Partnership Benefit Plans | 3.11(a)(i) |
| Partnership Certificate | 3.01(c) |
| Partnership Disclosure Letter | 3.01(a) |
| Partnership Employees | 6.13(b) |
| Partnership Leased Property | 3.18(a)(ii) |
| Partnership Leases | 3.19(a) |
| Partnership Material Adverse Effect | 9.03 |
| Partnership Owned Property | 3.18(a)(i) |
| Partnership Pension Plans | 3.11(a) |
| Partnership Real Property | 3.18(a)(ii) |
| Partnership SEC Documents | 3.06(a) |
| Partnership Takeover Proposal | 5.02(b)(i) |
| Paying Agent | 2.02(a) |
| Permits | 3.13(c) |
| Permitted Encumbrances | 3.18(c) |
| Permitted Investments | 2.02(f) |
| person | 9.03 |
| Post Closing Employer | 6.13(a) |
| Prepaid Debt | 9.03 |
| Proxy Statement | 3.05(b)(i) |
| Purchase Agreement | Recitals |
| Purchaser | Preamble |
| Rent Defect | 6.03(c)(ii) |
| Representatives | 5.02(a) |
| Rights Agent | 3.03(a) |
| Rights Agreement | 3.03(a) |
| Sarbanes-Oxley Act | 3.06(b) |
| SEC | 3.05(b)(i) |
| Securities Act | 3.06(b) |
| Subsidiary | 3.01(a) |
| subsidiary | 9.03 |
| Subsidiary Corporation | 6.15(d) |
| Subsidiary Organizational Documents | 3.01(c) |
| Subsidiary Partnership | 3.09(a) |
| Subsidiary Resulting LLC | 6.15(d) |
| Successor GP | Recitals |
| Superior Partnership Proposal | 5.02(b)(ii) |
| Surveys | 6.03(b) |
| Survey Defect | 6.03(b) |
| Survivor | 1.01 |
| Tax Authority | 3.09(p) |
| Tax Return | 3.09(p) |
| Taxes | 3.09(p) |
| Tenant Rent Roll | 3.19(a) |
| Termination Fee | 6.09(b) |
| Title Company | 9.03 |
| Title Defect | 6.03(a) |
| Title Policies | 6.03(a) |
| Transaction Costs | 9.03 |
| Transactions | 3.04(a) |
| Transfer Taxes | 6.11 |
| Treasury Regulations | 3.09(p) |
| Unitholder Approval | 3.04(d) |
| Unitholder Meeting | 6.04(b) |
| Unit Option | 6.07(c) |
| Unit Option Plan | 6.07(c) |
| Unit Purchase Right | 3.03(a) |
| Units | Recitals |
| Working Capital Adjustment | 9.03 |
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 16, 2004 (this Agreement), is by and among HRPT PROPERTIES TRUST, a Maryland real estate investment trust (Parent), HWP LP ACQUISITION LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (Purchaser), HALLWOOD REALTY PARTNERS, L.P., a Delaware limited partnership (the Partnership) and HALLWOOD REALTY, LLC, a Delaware limited liability company and the general partner (the General Partner) of the Partnership.
The Board of Trustees of Parent and the sole Member of the Purchaser have approved the merger (the Merger) of the Purchaser into the Partnership on the terms and subject to the conditions set forth in this Agreement, whereby each unit of limited partner interest in the Partnership (the Units) outstanding immediately before the closing of the Merger, shall be converted into the right to receive an amount in cash equal to the Merger Price.
The Board of Directors of the General Partner has determined that the Merger is fair to, and in the best interests of, the holders of Units, has approved the Merger and resolved to recommend that holders of Units approve this Agreement and the Merger.
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