Common use of Preliminary Transactions Clause in Contracts

Preliminary Transactions. Prior to the Effective Time, Kranzco (i) will cause all of its corporate subsidiaries to either convert into or merge with and into single-member limited liability companies or limited partnerships (in each case the sole owner of any such limited liability company or limited partnership, for Federal income tax purposes, shall be Kranzco and such limited liability company or limited partnership shall be, directly and indirectly, owned by Kranzco and its wholly-owned subsidiaries) but, KRT Trust will continue to be wholly owned by Kranzco, and (ii) may elect to transfer certain of the assets currently owned directly by Kranzco to single-member limited liability companies or limited partnerships of which, for Federal income tax purposes, the sole owner shall be Kranzco and which shall be, directly and indirectly, owned by Kranzco and its wholly- owned subsidiaries (collectively, the "Conversion Transactions"). Immediately following the Conversion Transactions, Kranzco will merge with and into KRT Trust II and in connection with such merger, (i) the shares of KRT Trust owned by Kranzco shall be canceled without any consideration and (ii) each shareholder of Kranzco will receive such number of common and preferred shares in KRT Trust as is equal to the number of common and preferred shares held by such shareholder in Kranzco (in each case with substantially the same economic terms, rights, privileges, designations and preferences as the shares formerly held in Kranzco) and such former Kranzco shareholders shall thereupon and as of the Effective Time be the only shareholders of KRT Trust and KRT Trust II shall be the surviving entity (the "KRT Trust II Merger"). Immediately prior to the effective time of the KRT Trust II Merger, Kranzco and KRT Trust II will cause to be filed with (i) the Delaware Secretary of State, a Certificate of Merger in the form attached hereto as Exhibit E and (ii) the State Department of Assessments and Taxation of Maryland, the Articles of Merger in the form attached hereto as Exhibit F, which documents shall set forth the effects of the KRT Trust II Merger. Immediately following the KRT Trust II Merger, (i) KRT Trust II will merge with and into KRT Partnership, and KRT Partnership shall be the surviving entity (the "KRT Partnership Merger") and (ii) the agreement of limited partnership of KRT Partnership shall be amended and restated to read as set forth on Exhibit N hereto. Immediately prior to the effective time of the KRT Partnership Merger, KRT Trust II and KRT Partnership will cause to be filed with the Delaware Secretary of State, a Certificate of Merger in the form attached hereto as Exhibit G, which document will set forth the effects of the KRT Partnership Merger. Immediately following the KRT Partnership Merger, the number of common and preferred partnership interests in KRT Partnership held by KRT Trust (which, together with the non-economic interest of KRT Trust I in KRT Partnership shall thereupon be the only outstanding partnership interests) shall be equal in number and have substantially identical economic terms, rights, privileges, designations and preferences to the respective outstanding common shares and preferred shares of KRT Trust. Effective the day prior to the Effective Time, an election shall be made pursuant to Treasury Regulation Section 301.7701-3 for each of Kramont and KRT Trust to be treated as a corporation for federal income tax purposes.