Common use of Agreement to Vote Subject Securities Clause in Contracts

Agreement to Vote Subject Securities. Prior to the Termination Date (as defined in Section 6), at every meeting of the stockholders of NRT and/or the unitholders of MLP called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of NRT with respect to any of the following, Stockholder shall vote or cause to be voted the Subject Securities: (a) in favor of approval and adoption of (i) the Merger Agreement including, without limitation, the Exchange Ratio (as defined therein), (ii) the Merger, (iii) the Second Amended and Restated Agreement of Limited Partnership of the Lexington Master Limited Partnership (formerly know as The Newkirk Master Limited Partnership), and (iv) any other matter contxxxxxxxd under the Merger Agreement or that could reasonably be expected to facilitate the Merger that is put to a vote of the NRT Stockholders or holders of the NRT OP Units; (b) against any NRT Acquisition Proposal, other than in connection with the Merger, between NRT and any Person other than the Company; and (c) against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of NRT under the Merger Agreement or which would result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled.

Agreement to Vote Subject Securities. Prior to the Termination Date (as defined in Section 6), at every meeting of the stockholders of NRT and/or the unitholders of MLP called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of NRT with respect to any of the following, Stockholder shall vote or cause to be voted the Subject Securities: (a) in favor of approval and adoption of (i) the Merger Agreement including, without limitation, the Exchange Ratio (as defined therein), (ii) the Merger, (iii) the Second Amended and Restated Agreement of Limited Partnership of the Lexington Master Limited Partnership (formerly know as The Newkirk Xxxxxxx Master Limited Partnership), and (iv) any other matter contxxxxxxxd contemplated under the Merger Agreement or that could reasonably be expected to facilitate the Merger that is put to a vote of the NRT Stockholders or holders of the NRT OP Units; (b) against any NRT Acquisition Proposal, other than in connection with the Merger, between NRT and any Person other than the Company; and (c) against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of NRT under the Merger Agreement or which would result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled.

Agreement to Vote Subject Securities. Prior to the Termination Date (as defined in Section 6), at every meeting of the stockholders of NRT and/or the unitholders of MLP called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of NRT with respect to any of the following, Stockholder shall vote or cause to be voted the Subject Securities: (a) in favor of approval and adoption of (i) the Merger Agreement including, without limitation, the Exchange Ratio (as defined therein), (ii) the Merger, (iii) the Second Amended and Restated Agreement of Limited Partnership of the Lexington Master Limited Partnership (formerly know as The Newkirk Nxxxxxx Master Limited Partnership), and (iv) any other matter contxxxxxxxd contemplated under the Merger Agreement or that could reasonably be expected to facilitate the Merger that is put to a vote of the NRT Stockholders or holders of the NRT OP Units; (b) against any NRT Acquisition Proposal, other than in connection with the Merger, between NRT and any Person other than the Company; and (c) against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of NRT under the Merger Agreement or which would result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled.