Preliminary Actions. Prior to the date of this Agreement, the following occurred: (a) HPT entered into the TCA Merger Agreement with TCA, Oak Hill and HPT Merger Sub; (b) HPT caused: (1) HPT Trust Landlord to be formed as a Maryland real estate investment trust and a wholly owned direct subsidiary of HPT; (2) HPT LLC Landlord to be formed as a Maryland limited liability company and a wholly owned direct subsidiary of HPT Trust Landlord; (3) TCA LLC to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of HPT; (4) TCA Tenant to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of TCA LLC; and (5) HPT Merger Sub to be formed as a Delaware corporation and a wholly owned direct subsidiary of HPT; (c) HPT contributed all of the issued and outstanding shares of common stock of HPT Merger Sub to TCA LLC and then contributed all of the issued and outstanding membership interests of TCA LLC to HPT Trust Landlord; (d) TCA LLC filed the TCA LLC Registration Statement with the SEC; (e) The HPT Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and the transactions contemplated herein; and (f) TCA LLC's Board of Directors approved the execution and delivery of this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Sources: Transaction Agreement (Travelcenters of America LLC), Transaction Agreement (Travelcenters of America LLC)
Preliminary Actions. Prior to the date of this Agreement, the following occurred:
(a) HPT entered into the TCA Merger Agreement with TCA, Oak Hill and HPT Merger Sub;
(b) HPT caused:
(1) HPT Trust Landlord to be formed as a Maryland real estate investment trust and a wholly owned direct subsidiary of HPT;
(2) HPT LLC Landlord to be formed as a Maryland limited liability company and a wholly owned direct subsidiary of HPT Trust Landlord;
(3) TCA LLC to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of HPT;
(4) TCA Tenant to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of TCA LLC; and
(5) HPT Merger Sub to be formed as a Delaware corporation and a wholly owned direct subsidiary of HPT;
(c) HPT contributed all of the issued and outstanding shares of common stock of HPT Merger Sub to TCA LLC and then contributed all of the issued and outstanding membership interests of TCA LLC to HPT Trust Landlord;
(d) TCA LLC filed the TCA LLC Registration Statement with the SEC;
(e) The HPT Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and the transactions contemplated herein; and
(f) TCA LLC's ’s Board of Directors approved the execution and delivery of this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Sources: Transaction Agreement (Hospitality Properties Trust), Transaction Agreement (Travelcenters of America LLC)