Accuracy of Statements in Prospectus. The statements in each of the Preliminary Prospectus and the Prospectus under the captions “Description of Notes,” “Description of Capital Stock,” “Description of Debt Securities,” “Description of Other Securities,” and “Certain U.S. Federal Income Tax Considerations,” in each case insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein.
Accuracy of Statements in Prospectus. The statements included or incorporated by reference in:
(i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Xxxxxx Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” as supplemented by the statements set forth in (i) “Proposal 4 – Approval of Bylaw Amendment to Adopt a Majority Vote Standard in Uncontested Elections of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2014 (the “2014 Definitive Proxy Statement”) and (ii) Item 5.03 of the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2014, (d) “United States Federal Income Tax Considerations,” (e) “Supplemental United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2014 describing certain United States federal income tax matters, as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K that are incorporated by reference in the Disclosure Package or the Prospectus and (f) “Plan of Distribution (Conflicts of Interest)”; and
(ii) the Company’s and the Operating Partnership’s most recent Annual Report on Form 10-K (as amended if applicable) filed with the Commission under the following captions (or any similar captions): (a) “Risk Factors-Risks Related to our Organizational Structure-Our common limited partners have limited approval rights, which may prevent us from completing a change of control transaction that may be in the best interests of all our security holders,” (b) “Risk Factors-Risks Related to our Organizational Structure-In certain circumstances, our limited partners must approve our dissolution and the disposition of properties contributed by the limited partners,” (c) “Risk Factors-Risks Related to our Organizational Structure-There are restrictions on the ownership of the capital stock of the Company, which limit the opportunities for a change of control at a premium to existing security holders” and (d) “Risk Factors-Risks Related to our Organizational Structure-The Company’s charter contains provisions that may delay, deter, or prevent a change of control transaction” or any substantially identical captions, insofar as such statements summarize legal matters, agreements, documents ...
Accuracy of Statements in Prospectus. The statements in the Registration Statement under Item 14 and the statements in the Disclosure Package and the Prospectus under the headings “United States Federal Income Tax Considerations” and “Description of Securities”, in each case insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are materially accurate and fair summaries of such legal matters, agreements, documents or proceedings.
Accuracy of Statements in Prospectus. The statements in the Preliminary Prospectus and the Prospectus under the captions “Description of the Notes” and “Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders,” in each case insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein.
Accuracy of Statements in Prospectus. The statements in the Disclosure Package and the Prospectus under the headings “Federal Income Tax Considerations,” “Description of Capital Stock,” “Description of Debt Securities,” “Description of Units,” “Description of Warrants,” “Restrictions On Transfer/Ownership Limits,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws,” “Plan of Distribution,” and “Underwriting,” insofar as such statements summarize legal matters, summaries of agreements or documents, or summaries of legal matters or proceedings, accurately and fairly present and summarize the matters referred to therein, provided, however, that the foregoing sentence shall not apply to the Underwriter Content, as defined in Section 8(b).
Accuracy of Statements in Prospectus. The statements in the Prospectus, as supplemented in the Prospectus Supplement under the headings “Federal Income Tax Considerations,” “Description of Capital Stock,” “Restrictions On Transfer/Ownership Limits,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws” and “Plan of Distribution” and the information in the Registration Statement under Part II, Item 15, insofar as such statements summarize legal matters, summaries of agreements or documents, or summaries of legal matters or proceedings, accurately and fairly present and summarize the matters referred to therein; provided, however, that the foregoing sentence shall not apply to statements made in reliance upon and in conformity with information furnished to the Company in writing by Xxxxx Fargo Securities expressly for use therein.
Accuracy of Statements in Prospectus. The statements in each of the Preliminary Prospectus and the Prospectus under (i) the captions “Description of the Notes” and “Description of Debt Securities,” in each case insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein and (ii) the caption “Certain U.S. Federal Tax Considerations for U.S. Holders,” insofar as such statements constitute a summary of law and legal conclusions, and subject to the qualifications set forth therein, are correct in all material respects.
Accuracy of Statements in Prospectus. The statements set forth in the Prospectus under the caption “Description of the Trust Units,” insofar as they purport to constitute a summary of the terms of the Trust Units, and the statements under the captions “The Trust,” “Description of the Royalty Interests,” “Description of the Trust Agreement” and “Description of the Trust Units,” fairly and accurately describe the provisions of the laws and documents referred to therein in all material respects.
Accuracy of Statements in Prospectus. The statements in each of the preliminary prospectus and the Prospectus under the headings “Description of Capital Stock” and “Material U.S. Federal Tax Considerations For Non-U.S. Holders of Common Stock” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are, as of the date of this Agreement and as of the Closing Date and any Subsequent Closing Date (each as defined below), accurate and fair summaries of such legal matters, agreements, documents or proceedings.
Accuracy of Statements in Prospectus. The statements in the General Disclosure Package and the Prospectus under the headings “Description of Capital Stock,” “Description of Common Stock,” “Material Provisions of Maryland Law and of our Charter and Bylaws,” “Material United States Federal Income Tax Considerations,” “Supplemental Federal Income Tax Considerations” and “Underwriting” (other than the Underwriter Information), insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate summaries of such legal matters, agreements, documents or proceedings.
