Recital E. THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of July 12, 1999, is by and among SHP Acquisition, L.L.C., a Delaware limited liability company ("Parent"), SHP Investors Sub, Inc., a Maryland corporation and an indirect subsidiary of Parent ("Buyer"), and Sunstone Hotel Investors, Inc., a Maryland corporation ("Seller").
Recital E. Recital E of the Merger Agreement is hereby amended to read in its entirety as follows:
Recital E. Section 1.03.
Recital E of the Agreement is modified by changing “Financial responsibility of final design tasks will be addressed by separate Cost Sharing Agreement” to “Financial responsibility of final design tasks will be addressed by Amendment to Cost Sharing Agreement”.
Recital E. Recital E of the Merger Agreement (as heretofore amended) --------- is hereby further amended to read in its entirety as follows: E. In connection with the Merger (as defined in Section 1.1) and as part of the Amended Plan, the Buyer intends to conduct the Rights Offering (as defined in Section 4.20), in which it will issue to holders of certain Allowed Claims transferable rights ("Rights") to purchase shares of Common Stock, $0.01 par value per share, of the Buyer ("Buyer Common Stock") or shares of Buyer Class B Common Stock (as defined in Section 3.1(b)), if applicable. Contemporaneously with the execution and delivery of this Agreement, certain holders of Allowed Claims (the "Standby Purchasers") are making certain commitments in connection with the Rights Offering (as the same may be amended from time to time, the "Standby Purchase Commitments"), copies of which are attached as Exhibits G, H, I, J, K and L hereto. In partial consideration for the Standby Purchase Commitments, the Buyer will issue to the Standby Purchasers warrants to purchase shares of Buyer Common Stock ("Buyer Participation Warrants"), such Buyer Participation Warrants to be issued pursuant to a warrant agreement in the form attached hereto as Exhibit B-1 (the "Buyer Participation Warrant Agreement"), as provided in the Standby Purchase Commitments. In addition, in connection with the Standby Purchase Commitments, the Buyer and the Standby Purchasers will enter into a registration rights agreement in the form attached hereto as Exhibit C (as --------- the same may be amended from time to time, the "Registration Rights Agreement").
Recital E. Transfer and Assumption Transaction.......................Recital H(1) Voting Trust and Divestiture Agreement....................Section 3.09 AGREEMENT AND PLAN OF REORGANIZATION ------------------------------------ THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of March 14, 2000, is made and entered into by and among BLUE CROSS AND BLUE SHIELD OF MISSOURI, a Missouri non-profit health services corporation ("BCBSMo"), RIGHTCHOICE MANAGED CARE, INC., a Missouri corporation ("RIT"), THE MISSOURI FOUNDATION FOR HEALTH, a Missouri non-profit public benefit corporation (the "Foundation"), and RIGHTCHOICE MANAGED CARE, INC., a Delaware corporation and wholly-owned subsidiary of the Foundation ("New RIT").
Recital E. Seller Partnership Agreement . . . . . . . . . . . . . . . . . . 2.3(e) Seller Permits . . . . . . . . . . . . . . . . . . . . . . . . . . 2.17
Recital E is amended and restated as follows: Upon satisfaction of certain conditions described herein and receipt of the required approvals from the Commission set forth in this Lease, Tenant has agreed, at Tenant’s sole cost and expense, to construct, develop and operate the Gaming Facilities, parking required in Phase I of the Project (hereinafter defined) and the Project Roadway, to make a contribution to Landlord for the community/aquatic center and the baseball and soccer fields and to construct and develop the elements of Phase II of the Project (hereinafter defined)(collectively, the “On-Site Project”), all in accordance with the terms and conditions of the Lease.
Recital E. IPO .............................................................................................................. Section 11.1.3 Term Section Manager ...................................................................................................... Section 5.2.1 Matching Offer............................................................................................ Section 7.2.1(b) Net Income .................................................................................................. Article 2 of Exhibit C Net Losses ................................................................................................... Article 2 of Exhibit C New Ownership Interests ............................................................................ Section 3.5.1 Newco ......................................................................................................... Section 11.1.3(a) Ninth Restated Operating Agreement ......................................................... Recital L Offer ............................................................................................................ Section 7.2.1(a) Offered Interest ........................................................................................... Section 7.2.1(a) Offered Terms ............................................................................................. Section 7.2.1(a) Original Operating Agreement.................................................................... Recital A Participating Member.................................................................................. Section 7.2.1(a) Possible Sale Notice Section 11.2
Recital E. Seventh Restated Operating Agreement .....................................................
