Formation Transaction Documentation definition

Formation Transaction Documentation means all of the agreements and plans of merger (including this Agreement) relating to all target entities and all contribution agreements, if any, and related documents and agreements, substantially in the forms accompanying the Request for Consent dated March 12, 2010 and identified in Exhibit B hereto, pursuant to which all of the equity interests in the Xxxxxx Entities held by the Pre-Formation Participants are to be acquired by the REIT or the Operating Partnership, directly or indirectly, as part of the Formation Transactions.

Formation Transaction Documentation means this Agreement and related documents and agreements pursuant to which all of the Contributed Entities and/or the equity interests in the Contributed Entities are to be acquired by the REIT or the Operating Partnership, directly or indirectly, as part of their formation transactions as described in the Prospectus.

Formation Transaction Documentation means all of the agreements and plans of merger relating to all Merger Entities and all contribution agreements of the Contribution Entities (including this Agreement) and Two Harbors LLC and related documents and agreements substantially in the forms accompanying the Solicitation of Consent and Contribution of Interests to Silver Bay Operating Partnership L.P. dated November 13, 2012 and identified in Exhibit H hereto, pursuant to which all of the Participating Entities and/or the equity interests in the Participating Entities held by the Pre-Formation Participants are to be acquired by the REIT or the Operating Partnership, directly or indirectly, as part of the Formation Transactions.

Examples of Formation Transaction Documentation in a sentence

• The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

• The execution, delivery and performance of this Agreement and the other Formation Transaction Documentation (including each agreement, document and instrument executed and delivered by or on behalf of the Operating Partnership pursuant to this Agreement or the other Formation Transaction Documentation) by the Operating Partnership has been duly and validly authorized by all necessary actions required of the Operating Partnership.

• All notices, licenses, permits, certificates and authorizations required for the continued use, occupancy, management, leasing and operation of the Properties have been obtained, are in full force and effect, are in good standing and (to the extent required in connection with the transactions contemplated by the Formation Transaction Documentation) are assignable to the Operating Partnership.

• There is no action, suit or proceeding pending or, to the Knowledge of Contributor, threatened against any Contributed Entity, subsidiary or Contributor which challenges or impairs the ability of any Contributed Entity, subsidiary or Contributor to execute or deliver, or perform its obligations under any of the Formation Transaction Documentation or to consummate the transactions contemplated hereby and thereby.

• The execution, delivery and performance of this Agreement and the other Formation Transaction Documentation by each of the REIT, the Operating Partnership and Merger Sub have been duly and validly authorized by all necessary actions required of each of the REIT, the Operating Partnership and Merger Sub, respectively.

More Definitions of Formation Transaction Documentation

Formation Transaction Documentation means all of the agreements and plans of merger relating to all Merger Entities and all contribution agreements of the Contribution Entities (including this Agreement) and Two Harbors LLC and related documents and agreements identified in Exhibit I hereto, pursuant to which all of the Participating Entities and/or the equity interests in the Participating Entities are to be acquired by the REIT or the Operating Partnership, directly or indirectly, as part of the Formation Transactions.

Formation Transaction Documentation means all of the agreements and plans of merger relating to all Merger Entities (including this Agreement) and all contribution agreements of the Contribution Entities and Two Harbors LLC and related documents and agreements substantially in the forms accompanying the Proxy Statement for the Special Meetings of Members dated November 13, 2012 and identified in Exhibit H hereto, pursuant to which all of the Participating Entities and/or the equity interests in the Participating Entities held by the Pre-Formation Participants are to be acquired by the REIT or the Operating Partnership, directly or indirectly, as part of the Formation Transactions.

Formation Transaction Documentation means the contribution agreements and related documents and agreements pursuant to which the REIT shall acquire certain properties and/or equity interests from CIO REIT Stock Limited Partnership and the Operating Partnership shall acquire certain properties and/or equity interests from SCLP, CIO OP Limited Partnership, the Company, SCGP, Gibralt and GCC Amberglen Investments LP in connection with the Initial Public Offering.

Formation Transaction Documentation means all of the agreements, substantially in the forms accompanying the Confidential Request for Consent dated February 22, 2013, pursuant to which the REIT or the Operating Partnership will acquire a portfolio of properties currently owned, directly or indirectly, by the entities set forth in such agreements.

Formation Transaction Documentation means all of the agreements (including this Agreement) and related documents (substantially in the forms identified in Exhibits C, D and E attached hereto) pursuant to which all of the FP Land Interests are to be acquired by the Operating Partnership, directly or indirectly, as part of the Formation Transactions.

Formation Transaction Documentation means this Agreement and all related documents and agreements identified in Exhibit E hereto, pursuant to which THCH and/or the equity interests in THCH and the Final Closing Cash Amount are to be acquired by the REIT, directly or indirectly, as part of the Formation Transaction. (u) “Formation Transaction” has the meaning set forth in Section 2.01(a). (v) “FHLB” means the Federal Home Loan Bank of Des Moines. (w) “GAAP” means generally accepted accounting principles, as in effect in the United States of America as of the date of determination. (x) “Governmental Authority” means any government or agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. (y) “Indebtedness” means, with respect to any Person, as of any time, without duplication, the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations (including any prepayment premiums payable as a result of the consummation of the Closing) arising under, and any obligations or liabilities of such Person consisting of (i) indebtedness for borrowed money or indebtedness issued in substitution or exchange for borrowed money or for the deferred purchase price of property or services (excluding any trade payables and accrued expenses arising in the ordinary course of business to the extent included as a liability in the calculation of Net Working Capital), (ii) indebtedness evidenced by any note, bond, debenture or other debt security, (iii) obligations under any interest rate, currency or other hedging agreements, (iv) obligations with respect to amounts drawn under letters of credit, bankers’ acceptances or similar agreements, (v) obligations under leases that are required to be recorded as capital leases in accordance with GAAP and (vi) guarantees by such Person with respect to obligations of another Person of the type described in clauses (i) through (v) above), in each case, as of such time. (z) “Indemnified Parties” has the meaning set forth in Section 6.02. (aa) “Indemnity Loan” has the meaning set forth in Section 6.05. (bb) “Indemnity Loan Agreement” has the meaning set forth in Section 6.05. (cc) “IPO” has the meaning set forth in the recitals. (dd) “JAMS” has the meaning set forth in Section 7.08(b).

Formation Transaction Documentation means all of the agreements and documents contemplated by the Formation Transactions as set forth on Schedule II hereto.