Recital F Sample Clauses

Recital F x- AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (this "AGREEMENT"), dated as of March 15, 1998, by and among AMERICAN GENERAL HOSPITALITY CORPORATION, a Maryland corporation ("AGH"), AMERICAN GENERAL HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("AGH OP" and together with AGH, the "AGH PARTIES"), on the one hand, and CAPSTAR HOTEL COMPANY, a Delaware corporation ("CAPSTAR"), CAPSTAR MANAGEMENT COMPANY, L.P., a Delaware limited partnership ("CAPSTAR MANAGEMENT I"), and CAPSTAR MANAGEMENT COMPANY II, L.P., a Delaware limited partnership ("CAPSTAR MANAGEMENT II" and together with CapStar Management I, the "CAPSTAR PARTNERS"). (The CapStar Partners and CapStar are sometimes collectively referred to herein as the "CAPSTAR PARTIES").

Recital F. Recital F of the Merger Agreement is hereby amended to --------- read in its entirety as follows:

Recital F. Delaware Corporate Law....................................Section 1.04(a)

Recital F. Recital F of the Merger Agreement (as heretofore amended) --------- is hereby further amended to read in its entirety as follows: F. The Buyer will conduct the Stockholder Rights Offering (as defined in Section 4.22), in which it will issue to holders of Buyer Common Stock and Buyer's Series C Convertible Preferred Stock, $.01 par value per share (the "Buyer Preferred Stock" and, together with the Buyer Common Stock, the "Buyer Stock"), as of a record date to be determined by the Board of Directors of the Buyer (the "Buyer Record Date"), such holders being referred to herein as the "Stockholder Rights Holders", non-transferable rights ("Stockholder Rights") (except that, at the Buyer's election, Stockholder Rights will transfer with the underlying shares in respect of which Stockholder Rights are distributed) to acquire an aggregate of 44,893,166 shares of Buyer Common Stock. In connection therewith, immediately following the Merger, the Buyer will distribute to the stockholders of the Buyer Participation Warrants to purchase an aggregate number of shares of Buyer Common Stock equal to the excess of 44,893,166 over the number of shares of Buyer Common Stock issued upon exercise of Stockholder Rights issued in the Stockholder Rights Offering (such distribution being referred to herein as the "Buyer Distribution").