Conditions to the Mergers. 36 Termination of the Mergers and the Merger Agreement..................... 37
Conditions to the Mergers. 64 Section 6.1 Conditions to Each Party’s Obligation to Effect the Mergers 64 Section 6.2 Conditions to Obligation of the Partnership to Effect the Mergers 66 Section 6.3 Conditions to Obligation of Parent to Effect the Mergers 67 Section 6.4 Frustration of Closing Conditions 68
Conditions to the Mergers. SECTION 7.01. Conditions to the Obligations of Each Party to Consummate the Mergers. The obligations of the parties hereto to consummate the Mergers, or to permit the consummation of the Mergers, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions:
Conditions to the Mergers. 8.1 Conditions to the Obligations of Each Party to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment or waiver, where permissible, at or prior to the Closing Date, of each of the conditions set forth in Section 6.1 of the Master Agreement.
Conditions to the Mergers. Section 9.01 Conditions to Obligations of Each Party 97 Section 9.02 Conditions to the Obligations of Parent, Merger Sub 1 and Merger Sub 2 97 Section 9.03 Conditions to the Obligations of the Company 98 Article 10 TERMINATION
Conditions to the Mergers. 7.01. Conditions to the Obligations of Each Party to Consummate the Mergers........................................................... 54 7.02. Conditions to the Obligations of IVAX................................ 55 7.03. Conditions to the Obligations of Bergen.............................. 56 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
Conditions to the Mergers. SECTION 7.01. Conditions to the Obligations of Each Party. The respective obligations of each party to effect the Mergers shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, except, to the extent permitted by applicable law, that such conditions may be waived in writing pursuant to Section 9.05 by the joint action of the parties hereto: (a)
Conditions to the Mergers. 56 8.1 Conditions to the Obligations of Each Party to Effect the Mergers 56 8.2 Additional Conditions to Obligations of Parent, Company MergerCo and Properties MergerCo 57 8.3 Additional Conditions to Obligations of the La Quinta Entities 58 Page ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 59 9.1 Termination 59 9.2 Effect of Termination 61 9.3 Amendment 62 9.4 Extension; Waiver 63 ARTICLE X GENERAL PROVISIONS 63 10.1 Notices 63 10.2 Certain Definitions 64 10.3 Terms Defined Elsewhere 68 10.4 Interpretation 73 10.5 Non-Survival of Representations, Warranties, Covenants and Agreements 73 10.6 Miscellaneous 73 10.7 Remedies 74 10.8 Assignment 74 10.9 Severability 74 10.10 Choice of Law/Consent to Jurisdiction 74 10.11 Gender Neutral 75 10.12 No Agreement Until Executed 75 10.13 Waiver of Jury Trial 75 EXHIBITS Exhibit A Form of Company Certificate of Incorporation Exhibit B Form of Company Bylaws Exhibit C Form of Properties Certificate of Incorporation Exhibit D Form of Properties Bylaws Exhibit E Form of Guarantee Exhibit F Form of Tax Opinion of Gxxxxxx Procter LLP Exhibit G Form of REIT Certificate AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of November 9, 2005, is made by and among Lodge Holdings Inc., a Delaware corporation (“Parent”), Lodge Acquisition I Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Company MergerCo”), Lodge Acquisition II Inc., a Delaware corporation and a wholly owned subsidiary of Company MergerCo (“Properties MergerCo”), La Quinta Corporation, a Delaware corporation (the “Company”), and La Quinta Properties, Inc., a Delaware corporation (“Properties” and together with the Company, the “La Quinta Entities”).
Conditions to the Mergers. Section 8.01. Conditions to the Obligations of Each Party......................................60
Conditions to the Mergers. Section 7.1. Conditions to Each Party's Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
