Primary Mergers definition

Primary Mergers means the concurrent mergers of (i) RLJ Lodging Fund II, L.P. and RLJ Lodging Fund II (PF #1), L.P., each a Delaware limited partnership, with and into the Company, with the Company surviving, on the terms and subject to the conditions set forth in that certain merger agreement dated February 1, 2011, by and among RLJ Lodging Fund II, L.P., RLJ Lodging Fund II (PF #1), L.P., RLJ Capital Partners II, LLC, a Delaware limited liability company, and the Company, and (ii) RLJ Real Estate Fund III, L.P. and RLJ Real Estate Fund III (PF #1), L.P., each a Delaware limited partnership, with and into the Company, with the Company surviving, on the terms and subject to the conditions set forth in that certain merger agreement dated February 1, 2011, by and among RLJ Real Estate Fund III, L.P., RLJ Real Estate Fund III (PF #1), L.P., RLJ Capital Partners III, LLC, a Delaware limited liability company, and the Company.

Examples of Primary Mergers in a sentence

• If this Agreement is terminated for any reason prior to the Effective Time, the Primary Mergers shall not be consummated and all obligations on the part of each party under this Agreement shall terminate, except that the obligations set forth in Section 1.8 and this Section 2.6 shall survive, and no party shall have any liability to any party with respect to any claim arising out of this Agreement.

• This Agreement shall terminate automatically if the Primary Mergers shall not have been consummated on or prior to September 30, 2011.

• All of the issued and outstanding equity interests of the Funds and each of the Fund Subsidiaries are duly authorized and validly issued; and, to the Knowledge of the Funds, are not subject to preemptive rights or appraisal, dissenters’ or other similar rights under the Organizational Documents of either Fund or any contract to which either Fund is a party or otherwise bound, except for such preemptive rights or appraisal, dissenters’ or other similar rights as would not prevent the Primary Mergers.