Page | (sequential) | | | | (alphabetic) | Top |
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- Alternative Formats (Word, et al.)
- Acquisition Strategies
- Additional Covenants
- Advance Notice of Director Nominations and New Business
- Adverse Consequences of Debt Financing
- Agreement Regarding Palomino Park
- Agreements with the Surviving Trust and ERP Operating Partnership
- Agreements with WRP Newco
- Amendment to Declaration and Bylaws
- Amendment to the Charter and Bylaws
- Annual Distribution Requirements
- Anticipated Accounting Treatment
- Appointment of Exchange Agent
- Appraisal Rights
- Articles of Merger
- Asset Tests
- Authorized and Issued Shares
- Background of and Reasons for the Distribution
- Background of the Merger
- Benefits of Key Executives
- Board Committees
- Boards of Trustees
- Business Combinations
- Business Objectives and Operating Strategies
- Business Strategy
- Cash
- Certain Agreements between WRP Newco and ERP Operating Partnership
- Certain Provisions of Maryland Law and of WRP Newco's Charter and Bylaws
- Changes in Policies Without Stockholder Approval
- Class A Common Stock
- Classification of the Board of Directors
- Classification or Reclassification of Common Stock or Preferred Stock
- Committees of the Board of Trustees
- Common Stock
- Common Stock and Preferred Stock Purchase Agreement
- Comparison of Rights of Shareholders
- Compensation Committee Interlocks and Insider Participation
- Compensation of Directors
- Compensation of Trustees
- Conditions
- Conditions; Termination
- Conduct of Business Pending the Merger
- Conflicts of Interest
- Consequences of Failure to Qualify as a REIT
- Consulting Agreements
- Contribution and Distribution Agreement
- Contribution and Distribution, The
- Contribution of Assets of Wellsford to ERP Operating Partnership
- Control and Influence by Significant Shareholders of EQR
- Conversion of Shares
- Costs of Compliance with the Americans with Disabilities Act and Similar Laws
- Covenants
- Credit Enhancement Agreement
- Dependence on Key Personnel
- Description of Capital Stock of WRP Newco
- Difficulty of Locating Suitable Investments; Competition
- Directors and Executive Officers
- Disposition Strategies
- Dissolution of WRP Newco
- Distribution Requirements Potentially Increasing Indebtedness of the Surviving Trust
- Effective Time of the Merger
- Effect on Common Stock Price of Shares Available for Future Sale
- Employment Agreements
- Eqr
- Equity Residential Properties Trust
- Equity Residential Properties Trust Selected Historical and Combined Financial Data
- Events of Default
- Exchange of Certificates
- Executive Compensation
- Exemptions for Mr. Zell and Others from Maryland Business Combination Law which Tend to Inhibit Takeovers
- Experts
- Federal Income Tax Consequences
- Financing Policies
- General
- General Provisions
- General Real Estate Investment Considerations; Changes in Laws
- General Risks
- Gross Income Tests
- Hedging Policies/Risks
- Initial Capital and Financing
- Interests of Certain Persons in the Merger and Distribution
- Investment Policies
- Key Employee
- Lack of Control and Other Risks of Equity Investments in and with Third Parties
- Legal Matters
- Legal Proceedings
- Lending Policies
- Limitation of Liability and Indemnification
- Limitations on Remedies
- Limits on Changes in Control
- Liquidity and Capital Resources
- Listing and Trading of WRP Newco Common
- Management
- Management and Operation of the Surviving Trust After the Merger
- Management of WRP Newco
- Management's Discussion and Analysis of Wellsford Real Properties, Inc. (Predecessor)
- Manner of Effecting the Contribution and Distribution
- Meetings of Shareholders, The
- Meetings of Stockholders
- Merger, Consolidation, Sale of Assets
- Mergers, Consolidations, and Sale of Substantially all Assets
- Merger, The
- Nature of Investments Made by WRP Newco May Involve High Risk; Illiquidity of Real Estate Investments
- Net income per common share
- No Appraisal Rights under Maryland Law
- Noncompliance with Other Laws
- No Prior Operating History
- No Solicitation of Other Transactions
- Operating Risks
- Opinion of Financial Advisor -- EQR
- Opinion of Financial Advisor -- Wellsford
- Options
- Other Restrictive Covenants
- Other Tax Considerations
- Ownership Limit
- Palomino Park
- Phase II Tri-Party Agreement
- Phase I Tri-Party Agreement
- Policies of the Surviving Trust With Respect to Certain Activities
- Policies with Respect to Certain Activities of WRP Newco
- Policies with Respect to Other Activities
- Potential Adverse Effects of Combining the Companies
- Potential Change in Relative Stock Prices
- Potential Environmental Liability Affecting the Surviving Trust
- Potential Environmental Liability Related to the Properties
- Power to Issue Additional Shares of Common Stock and Preferred Stock
- Preferred Stock
- Principal Stockholders of Wrp Newco
- Proposal Regarding Additional Declaration of Trust Provisions
- Proposals Regarding WRP Newco
- Proposal to Approve WRP Newco Additional Share Offering
- Proposal to Approve WRP Newco's 1997 Management Incentive Plan
- Qualification of Surviving Trust as a REIT
- Reasons for the Merger; Recommendation of the EQR Board of Trustees
- Reasons for the Merger; Recommendation of the Wellsford Board of Trustees
- Registration Rights Agreement
- Regulatory Matters
- Removal of Directors
- Report of Independent Auditors
- Representations and Warranties; Conditions to the Merger
- Representations and Warranties of EQR
- Representations and Warranties of Wellsford
- Restrictions on Indebtedness of the Surviving Trust
- Restrictions on the Ownership, Transfer or Issuance of Shares
- Revenues
- Risk Factors
- Risk of Loss on Investments in Commercial Mortgage-Backed Securities
- Risks of Acquisition, Development, Construction and Renovation Activities
- Risks of Investments in Debt Instruments
- Risks of Investments in Mortgage Loans
- Risks of Uninsured Loss
- Risks to Wellsford Common Shareholders
- Series A 8% Convertible Redeemable Preferred Stock
- Shareholder Proposals
- Shares Available for Resale
- Sonterra Loan
- Special Meetings
- State and Local Taxes
- Stock Exchange Listing
- Summary
- Surviving Trust
- Surviving Trust Selected Unaudited Pro Forma Combined Financial Data
- Table of Contents
- Tax Allocations With Respect to the Properties
- Taxation of Taxable Domestic Shareholders
- Tax Consequences of the Distribution
- Tax Termination of ERP Operating Partnership
- Termination, Amendment and Waiver
- Termination Fee and Expenses
- Termination Provisions
- Terms of the Merger
- The Contribution and Distribution
- The Meetings of Shareholders
- The Merger
- Third-Party Bankruptcy Risks
- Trustees and Executive Officers
- Vacancies at Existing Properties; Dependence on Rental Income from Real Property
- Waiver and Amendment
- Wellsford
- Wellsford Commercial Properties
- Wellsford High Yield Investment Portfolio
- Wellsford Property Development
- Wellsford Real Properties, Inc
- Wellsford Real Properties, Inc. (Predecessor) Combined Balance Sheets
- Wellsford Real Properties, Inc. (Predecessor) Pro Forma Combined Balance Sheet
- Wellsford Real Properties, Inc. (Predecessor) Pro Forma Combined Income Statement
- Wellsford Residential Property Trust Selected Historical Financial Data
- Wrp Newco Dividend Policy
- WRP Newco Line of Credit
- Wrp Newco Pro Forma Capitalization
- WRP Newco Risk Factors
- WRP Newco's Business and Properties
- Wrp Newco's Certain Transactions
- 1.10 Completion of Contribution Agreement
- 1.11 Reversal of Direction of Merger
- 1.12 Change in Number of Spin-Off Shares
- 1.1 The Merger
- 1.2 Newco Transactions
- 1.3 Closing
- 1.4 Effective Time
- 1.5 Amendments and Restatements of Wellsford's Declaration of Trust
- 1.6 Amendment and Restatement of Wellsford's Bylaws
- 1.7 Trustees
- 1.8 Effect on Shares of Beneficial Interest and Options
- 1.9 Exchange Ratio
- 2.10 Related Party Transactions
- 2.11 Absence of Changes in Benefit Plans; ERISA Compliance
- 2.12 Employee Policies
- 2.13 Taxes
- 2.14 No Payments to Employees, Officers, Trustees or Directors
- 2.15 Brokers; Schedule of Fees and Expenses
- 2.16 Compliance with Laws
- 2.17 Contracts; Debt Instruments
- 2.18 Opinion of Financial Advisor
- 2.19 State Takeover Statutes
- 2.1 Organization, Standing and Power of Wellsford
- 2.20 Registration Statement
- 2.21 Development Properties
- 2.22 EQR Shares of Beneficial Interest
- 2.23 Investment Company Act of 1940
- 2.24 Intentionally Omitted
- 2.25 Definition of Knowledge of Wellsford
- 2.3 Capital Structure
- 2.4 Authority; Noncontravention; Consents
- 2.5 SEC Documents; Financial Statements; Undisclosed Liabilities
- 2.6 Absence of Certain Changes or Events
- 277 Park Loan
- 2.7 Litigation
- 2.8 Properties
- 2.9 Environmental Matters
- 3.10 Environmental Matters
- 3.11 Taxes
- 3.12 Brokers; Schedule of Fees and Expenses
- 3.13 Compliance with Laws
- 3.14 Contracts; Debt Instruments
- 3.15 Opinion of Financial Advisor
- 3.16 State Takeover Statutes
- 3.17 Registration Statement
- 3.18 Wellsford Shares of Beneficial Interest
- 3.19 Intentionally Omitted
- 3.1 Organization, Standing and Power of EQR
- 3.20 Investment Company Act of 1940
- 3.21 Definition of Knowledge of EQR
- 3.2 Capital Structure
- 3.3 Organization, Standing and Power of ERP Operating Partnership
- 3.4 Capital Structure of ERP Operating Partnership
- 3.5 Authority; Noncontravention; Consents
- 3.6 SEC Documents; Financial Statements; Undisclosed Liabilities
- 3.7 Absence of Certain Changes or Events
- 3.8 Litigation
- 3.9 Properties
- 4.1 Acquisition Proposals
- 4.2 Conduct of Wellsford's Business Pending Merger
- 4.3 Conduct of EQR's Business Pending Merger
- 4.4 Covenant of EQR
- 4.5 Other Actions
- 4.6 Filing of Certain Reports
- 5.10 Benefit Plans and Other Employee Arrangements
- 5.11 Indemnification
- 5.12 Contribution Agreement
- 5.13 Declaration of Dividends and Distributions
- 5.14 Consulting Agreements
- 5.15 Transfer of Management Company Shares
- 5.16 Transfer of Wellsford Assets After Effective Time
- 5.17 Notices
- 5.18 Resignations
- 5.19 Third Party Management Agreements
- 5.1 Preparation of the Registration Statement and the Proxy Statement; Wellsford Shareholders Meeting and EQR Shareholders Meeting
- 5.20 Repayment of Certain Indebtedness
- 5.21 10B-17 Notice
- 5.22 Denver Lease
- 5.23 New York Lease
- 5.24 Amendment to Articles of WPHC
- 5.25 Completion of Articles of Merger
- 5.2 Access to Information: Confidentiality
- 5.3 Best Efforts; Notification
- 5.4 Costs of Transaction
- 5.5 Tax Treatment
- 5.6 Public Announcements
- 5.7 Listing
- 5.8 Letters of Accountants
- 5.9 Transfer and Gains Taxes
- 6.1 Conditions to Each Party's Obligation to Effect the Merger
- 6.2 Conditions to Obligations of EQR
- 6.3 Conditions to Obligations of Wellsford
- 7.1 Termination
- 7.2 Certain Fees and Expenses
- 7.3 Effect of Termination
- 7.4 Amendment
- 7.5 Extension; Waiver
- 8.10 Non-Recourse
- 8.1 Nonsurvival of Representations and Warranties
- 8.2 Notices
- 8.3 Interpretation
- 8.4 Counterparts
- 8.5 Entire Agreement; No Third-Party Beneficiaries
- 8.6 Governing Law
- 8.7 Assignment
- 8.8 Enforcement
- 8.9 Severability
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1 | 1st Page - Filing Submission
|
" | Equity Residential Properties Trust
|
8 | Wellsford Real Properties, Inc
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12 | Table of Contents
|
16 | Summary
|
" | Eqr
|
17 | Wellsford
|
" | Terms of the Merger
|
22 | Risk Factors
|
23 | Appraisal Rights
|
" | Federal Income Tax Consequences
|
24 | Anticipated Accounting Treatment
|
" | No Solicitation of Other Transactions
|
25 | The Meetings of Shareholders
|
27 | Surviving Trust
|
30 | Net income per common share
|
31 | Proposal Regarding Additional Declaration of Trust Provisions
|
33 | WRP Newco Risk Factors
|
34 | Management
|
35 | Business Strategy
|
" | Initial Capital and Financing
|
36 | Certain Agreements between WRP Newco and ERP Operating Partnership
|
38 | Proposals Regarding WRP Newco
|
39 | Conflicts of Interest
|
40 | Restrictions on Indebtedness of the Surviving Trust
|
" | Other Restrictive Covenants
|
" | Potential Change in Relative Stock Prices
|
" | Risks to Wellsford Common Shareholders
|
" | No Appraisal Rights under Maryland Law
|
41 | Potential Adverse Effects of Combining the Companies
|
" | General Real Estate Investment Considerations; Changes in Laws
|
" | General
|
" | Potential Environmental Liability Affecting the Surviving Trust
|
42 | Consequences of Failure to Qualify as a REIT
|
" | Dependence on Key Personnel
|
" | Distribution Requirements Potentially Increasing Indebtedness of the Surviving Trust
|
43 | Limits on Changes in Control
|
" | Ownership Limit
|
44 | Control and Influence by Significant Shareholders of EQR
|
" | Exemptions for Mr. Zell and Others from Maryland Business Combination Law which Tend to Inhibit Takeovers
|
" | Tax Termination of ERP Operating Partnership
|
45 | General Risks
|
" | Nature of Investments Made by WRP Newco May Involve High Risk; Illiquidity of Real Estate Investments
|
" | Difficulty of Locating Suitable Investments; Competition
|
" | Risks of Acquisition, Development, Construction and Renovation Activities
|
46 | Vacancies at Existing Properties; Dependence on Rental Income from Real Property
|
" | Operating Risks
|
47 | Adverse Consequences of Debt Financing
|
" | Covenants
|
" | Lack of Control and Other Risks of Equity Investments in and with Third Parties
|
48 | Risks of Investments in Debt Instruments
|
" | Risks of Investments in Mortgage Loans
|
" | Risk of Loss on Investments in Commercial Mortgage-Backed Securities
|
49 | Limitations on Remedies
|
" | Third-Party Bankruptcy Risks
|
" | No Prior Operating History
|
" | Risks of Uninsured Loss
|
" | Potential Environmental Liability Related to the Properties
|
50 | Tax Consequences of the Distribution
|
" | Changes in Policies Without Stockholder Approval
|
51 | Costs of Compliance with the Americans with Disabilities Act and Similar Laws
|
" | Noncompliance with Other Laws
|
" | Effect on Common Stock Price of Shares Available for Future Sale
|
" | Hedging Policies/Risks
|
54 | The Merger
|
55 | Background of the Merger
|
58 | Reasons for the Merger; Recommendation of the EQR Board of Trustees
|
59 | Reasons for the Merger; Recommendation of the Wellsford Board of Trustees
|
61 | Opinion of Financial Advisor -- EQR
|
64 | Opinion of Financial Advisor -- Wellsford
|
69 | Effective Time of the Merger
|
" | Representations and Warranties; Conditions to the Merger
|
70 | Regulatory Matters
|
" | Termination Provisions
|
71 | Termination Fee and Expenses
|
72 | Conversion of Shares
|
" | Appointment of Exchange Agent
|
73 | Exchange of Certificates
|
" | Conduct of Business Pending the Merger
|
75 | Waiver and Amendment
|
" | Stock Exchange Listing
|
" | Shares Available for Resale
|
" | Contribution of Assets of Wellsford to ERP Operating Partnership
|
77 | Qualification of Surviving Trust as a REIT
|
78 | Asset Tests
|
79 | Gross Income Tests
|
80 | Annual Distribution Requirements
|
81 | Tax Allocations With Respect to the Properties
|
82 | Taxation of Taxable Domestic Shareholders
|
83 | Other Tax Considerations
|
84 | State and Local Taxes
|
" | Interests of Certain Persons in the Merger and Distribution
|
" | Benefits of Key Executives
|
86 | Agreements with the Surviving Trust and ERP Operating Partnership
|
" | Consulting Agreements
|
" | Agreements with WRP Newco
|
" | Employment Agreements
|
87 | Surviving Trust Selected Unaudited Pro Forma Combined Financial Data
|
89 | Equity Residential Properties Trust Selected Historical and Combined Financial Data
|
91 | Wellsford Residential Property Trust Selected Historical Financial Data
|
95 | Revenues
|
100 | Policies of the Surviving Trust With Respect to Certain Activities
|
" | Business Objectives and Operating Strategies
|
" | Acquisition Strategies
|
" | Disposition Strategies
|
101 | Investment Policies
|
" | Financing Policies
|
102 | Lending Policies
|
" | Policies with Respect to Other Activities
|
103 | Management and Operation of the Surviving Trust After the Merger
|
" | Trustees and Executive Officers
|
105 | Committees of the Board of Trustees
|
" | Compensation of Trustees
|
106 | Comparison of Rights of Shareholders
|
" | Authorized and Issued Shares
|
" | Amendment to Declaration and Bylaws
|
107 | Special Meetings
|
" | Boards of Trustees
|
" | Mergers, Consolidations, and Sale of Substantially all Assets
|
108 | Restrictions on the Ownership, Transfer or Issuance of Shares
|
112 | The Contribution and Distribution
|
" | Background of and Reasons for the Distribution
|
" | Manner of Effecting the Contribution and Distribution
|
" | Listing and Trading of WRP Newco Common
|
113 | Conditions; Termination
|
" | Contribution and Distribution Agreement
|
118 | WRP Newco Line of Credit
|
120 | Wrp Newco Pro Forma Capitalization
|
" | Wrp Newco Dividend Policy
|
" | WRP Newco's Business and Properties
|
" | Wellsford Commercial Properties
|
122 | Wellsford High Yield Investment Portfolio
|
" | 277 Park Loan
|
123 | Sonterra Loan
|
" | Wellsford Property Development
|
" | Palomino Park
|
125 | Cash
|
" | Legal Proceedings
|
" | Common Stock and Preferred Stock Purchase Agreement
|
126 | Events of Default
|
" | Registration Rights Agreement
|
127 | Agreement Regarding Palomino Park
|
128 | Phase I Tri-Party Agreement
|
129 | Phase II Tri-Party Agreement
|
" | Credit Enhancement Agreement
|
" | Policies with Respect to Certain Activities of WRP Newco
|
131 | Management of WRP Newco
|
" | Directors and Executive Officers
|
132 | Key Employee
|
" | Compensation of Directors
|
" | Board Committees
|
133 | Executive Compensation
|
134 | Compensation Committee Interlocks and Insider Participation
|
135 | Principal Stockholders of Wrp Newco
|
136 | Wrp Newco's Certain Transactions
|
" | Management's Discussion and Analysis of Wellsford Real Properties, Inc. (Predecessor)
|
" | Liquidity and Capital Resources
|
137 | Report of Independent Auditors
|
138 | Wellsford Real Properties, Inc. (Predecessor) Combined Balance Sheets
|
144 | Wellsford Real Properties, Inc. (Predecessor) Pro Forma Combined Income Statement
|
147 | Wellsford Real Properties, Inc. (Predecessor) Pro Forma Combined Balance Sheet
|
150 | Description of Capital Stock of WRP Newco
|
" | Common Stock
|
151 | Preferred Stock
|
" | Classification or Reclassification of Common Stock or Preferred Stock
|
" | Power to Issue Additional Shares of Common Stock and Preferred Stock
|
" | Class A Common Stock
|
152 | Series A 8% Convertible Redeemable Preferred Stock
|
155 | Options
|
" | Certain Provisions of Maryland Law and of WRP Newco's Charter and Bylaws
|
" | Classification of the Board of Directors
|
156 | Removal of Directors
|
" | Business Combinations
|
" | Amendment to the Charter and Bylaws
|
" | Merger, Consolidation, Sale of Assets
|
" | Dissolution of WRP Newco
|
" | Advance Notice of Director Nominations and New Business
|
157 | Meetings of Stockholders
|
" | Limitation of Liability and Indemnification
|
158 | Proposal to Approve WRP Newco Additional Share Offering
|
159 | Proposal to Approve WRP Newco's 1997 Management Incentive Plan
|
162 | Legal Matters
|
" | Experts
|
163 | Shareholder Proposals
|
170 | 1.1 The Merger
|
" | 1.2 Newco Transactions
|
171 | 1.3 Closing
|
" | 1.4 Effective Time
|
" | 1.5 Amendments and Restatements of Wellsford's Declaration of Trust
|
" | 1.6 Amendment and Restatement of Wellsford's Bylaws
|
" | 1.7 Trustees
|
" | 1.8 Effect on Shares of Beneficial Interest and Options
|
" | 1.9 Exchange Ratio
|
" | 1.10 Completion of Contribution Agreement
|
172 | 1.11 Reversal of Direction of Merger
|
" | 1.12 Change in Number of Spin-Off Shares
|
" | Representations and Warranties of Wellsford
|
" | 2.1 Organization, Standing and Power of Wellsford
|
173 | 2.3 Capital Structure
|
174 | 2.4 Authority; Noncontravention; Consents
|
175 | 2.5 SEC Documents; Financial Statements; Undisclosed Liabilities
|
" | 2.6 Absence of Certain Changes or Events
|
176 | 2.7 Litigation
|
" | 2.8 Properties
|
177 | 2.9 Environmental Matters
|
" | 2.10 Related Party Transactions
|
" | 2.11 Absence of Changes in Benefit Plans; ERISA Compliance
|
178 | 2.12 Employee Policies
|
" | 2.13 Taxes
|
" | 2.14 No Payments to Employees, Officers, Trustees or Directors
|
" | 2.15 Brokers; Schedule of Fees and Expenses
|
179 | 2.16 Compliance with Laws
|
" | 2.17 Contracts; Debt Instruments
|
" | 2.18 Opinion of Financial Advisor
|
" | 2.19 State Takeover Statutes
|
" | 2.20 Registration Statement
|
" | 2.21 Development Properties
|
" | 2.22 EQR Shares of Beneficial Interest
|
180 | 2.23 Investment Company Act of 1940
|
" | 2.24 Intentionally Omitted
|
" | 2.25 Definition of Knowledge of Wellsford
|
" | Representations and Warranties of EQR
|
" | 3.1 Organization, Standing and Power of EQR
|
" | 3.2 Capital Structure
|
181 | 3.3 Organization, Standing and Power of ERP Operating Partnership
|
" | 3.4 Capital Structure of ERP Operating Partnership
|
" | 3.5 Authority; Noncontravention; Consents
|
182 | 3.6 SEC Documents; Financial Statements; Undisclosed Liabilities
|
" | 3.7 Absence of Certain Changes or Events
|
" | 3.8 Litigation
|
183 | 3.9 Properties
|
" | 3.10 Environmental Matters
|
" | 3.11 Taxes
|
184 | 3.12 Brokers; Schedule of Fees and Expenses
|
" | 3.13 Compliance with Laws
|
" | 3.14 Contracts; Debt Instruments
|
" | 3.15 Opinion of Financial Advisor
|
" | 3.16 State Takeover Statutes
|
" | 3.17 Registration Statement
|
" | 3.18 Wellsford Shares of Beneficial Interest
|
" | 3.19 Intentionally Omitted
|
" | 3.20 Investment Company Act of 1940
|
" | 3.21 Definition of Knowledge of EQR
|
" | 4.1 Acquisition Proposals
|
185 | 4.2 Conduct of Wellsford's Business Pending Merger
|
187 | 4.3 Conduct of EQR's Business Pending Merger
|
188 | 4.4 Covenant of EQR
|
" | 4.5 Other Actions
|
" | 4.6 Filing of Certain Reports
|
" | Additional Covenants
|
" | 5.1 Preparation of the Registration Statement and the Proxy Statement; Wellsford Shareholders Meeting and EQR Shareholders Meeting
|
189 | 5.2 Access to Information: Confidentiality
|
" | 5.3 Best Efforts; Notification
|
190 | 5.4 Costs of Transaction
|
" | 5.5 Tax Treatment
|
" | 5.6 Public Announcements
|
" | 5.7 Listing
|
" | 5.8 Letters of Accountants
|
" | 5.9 Transfer and Gains Taxes
|
" | 5.10 Benefit Plans and Other Employee Arrangements
|
191 | 5.11 Indemnification
|
192 | 5.12 Contribution Agreement
|
" | 5.13 Declaration of Dividends and Distributions
|
" | 5.14 Consulting Agreements
|
" | 5.15 Transfer of Management Company Shares
|
" | 5.16 Transfer of Wellsford Assets After Effective Time
|
193 | 5.17 Notices
|
" | 5.18 Resignations
|
" | 5.19 Third Party Management Agreements
|
" | 5.20 Repayment of Certain Indebtedness
|
" | 5.21 10B-17 Notice
|
" | 5.22 Denver Lease
|
" | 5.23 New York Lease
|
" | 5.24 Amendment to Articles of WPHC
|
194 | 5.25 Completion of Articles of Merger
|
" | Conditions
|
" | 6.1 Conditions to Each Party's Obligation to Effect the Merger
|
" | 6.2 Conditions to Obligations of EQR
|
196 | 6.3 Conditions to Obligations of Wellsford
|
197 | Termination, Amendment and Waiver
|
" | 7.1 Termination
|
" | 7.2 Certain Fees and Expenses
|
198 | 7.3 Effect of Termination
|
" | 7.4 Amendment
|
" | 7.5 Extension; Waiver
|
199 | General Provisions
|
" | 8.1 Nonsurvival of Representations and Warranties
|
" | 8.2 Notices
|
" | 8.3 Interpretation
|
" | 8.4 Counterparts
|
" | 8.5 Entire Agreement; No Third-Party Beneficiaries
|
200 | 8.6 Governing Law
|
" | 8.7 Assignment
|
" | 8.8 Enforcement
|
" | 8.9 Severability
|
" | 8.10 Non-Recourse
|
203 | Articles of Merger
|