Common use of Capitalization; Interim Operations of Merger Sub Clause in Contracts

Capitalization; Interim Operations of Merger Sub. (a) The Parent Common Stock required to be delivered by Parent as Common Stock Consideration, when so delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable and the issuance thereof will not be subject to any pre-emptive rights. (b) The authorized capital shares of Parent consists of (i) 350,000,000 common shares of beneficial interest, $0.01 par value per share (the “Parent Common Stock”) and (ii) 50,000,000 preferred shares of beneficial interest, $0.01 par value per share (the “Parent Preferred Stock”). As of the close of business on May 4, 2021, (i) 121,921,850 shares of Parent Common Stock were issued and outstanding including 319,902 shares of restricted stock subject to certain transferability and forfeiture restrictions, (ii) 4,915,196 shares of Parent Preferred Stock were issued and outstanding, (iii) restricted stock units granted pursuant to the Parent option and restricted share plans and programs (collectively, the “Parent Incentive Plans”) in respect of an aggregate of 1,880,559 shares of Parent Common Stock were issued and outstanding, measured assuming “maximum” performance is achieved and (iv) 1,548,936 shares Parent Common Stock remain reserved and available for issuance pursuant to the Parent Incentive Plans. All outstanding shares of Parent Common Stock are, all Parent Common Stock that may be issued pursuant to any Parent Incentive Plan will be, when issued in accordance with the respective terms thereof, and all shares of Parent Common Stock to be issued in connection with the Merger and the other transactions contemplated by this Agreement, will be, when so issued, validly issued and outstanding, fully paid, non-assessable and not subject to preemptive rights. (c) Except as set forth in Section 4.5(b), as of the date hereof, there are no outstanding (i) shares of beneficial interest or voting securities of Parent, (ii) securities of Parent convertible into or exchangeable for shares of beneficial interest or voting securities of Parent or (iii) options or other rights to acquire from Parent, or other obligations of Parent to issue or pay cash valued by reference to, any shares of beneficial interest, voting securities or securities convertible into or exchangeable for shares of beneficial interest or voting securities of Parent (the items in clauses (i), (ii), and (iii) being referred to collectively as the “Parent Securities”). As of the date of this Agreement, there are no binding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Securities. (d) The holders of the Parent Preferred Stock do not have the right to vote on the Issuance, the Merger or any other matter contemplated by this Agreement. (e) Merger Sub (i) was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, (ii) has not conducted any business prior to the date of this Agreement and (iii) has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation or contemplated by this Agreement. The sole member and manager of Merger Sub is Parent.

Capitalization; Interim Operations of Merger Sub. (a) The Parent Common Stock required to be delivered by Parent as Common Stock Consideration, when so delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable and the issuance thereof will not be subject to any pre-emptive rights. (b) The authorized capital shares of Parent consists of (i) 350,000,000 common shares of beneficial interest, $0.01 par value per share (the “Parent Common Stock”) and (ii) 50,000,000 preferred shares of beneficial interest, $0.01 par value per share (the “Parent Preferred Stock”). As of the close of business on May 4, 2021, (i) 121,921,850 shares of Parent Common Stock were issued and outstanding including 319,902 shares of restricted stock subject to certain transferability and forfeiture restrictions, (ii) 4,915,196 shares of Parent Preferred Stock were issued and outstanding, (iii) restricted stock units granted pursuant to the Parent option and restricted share plans and programs (collectively, the “Parent Incentive Plans”) in respect of an aggregate of 1,880,559 shares of Parent Common Stock were issued and outstanding, measured assuming “maximum” performance is achieved and (iv) 1,548,936 shares Parent Common Stock remain reserved and available for issuance pursuant to the Parent Incentive Plans. All outstanding shares of Parent Common Stock are, all Parent Common Stock that may be issued pursuant to any Parent Incentive Plan will be, when issued in accordance with the respective terms thereof, and all shares of Parent Common Stock to be issued in connection with the Merger and the other transactions contemplated by this Agreement, will be, when so issued, validly issued and outstanding, fully paid, non-assessable and not subject to preemptive rights. (c) Except as set forth in Section 4.5(b), as of the date hereofMay 4, 2021, there are no outstanding (i) shares of beneficial interest or voting securities of Parent, (ii) securities of Parent convertible into or exchangeable for shares of beneficial interest or voting securities of Parent or (iii) options or other rights to acquire from Parent, or other obligations of Parent to issue or pay cash valued by reference to, any shares of beneficial interest, voting securities or securities convertible into or exchangeable for shares of beneficial interest or voting securities of Parent (the items in clauses (i), (ii), and (iii) being referred to collectively as the “Parent Securities”). As of the date of this AgreementMay 4, 2021, there are no binding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Securities. (d) The holders of the Parent Preferred Stock do not have the right to vote on the Issuance, the Merger or any other matter contemplated by this Agreement. (e) Merger Sub (i) was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, (ii) has not conducted any business prior to the date of this Agreement May 4, 2021 and (iii) has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation or contemplated by this Agreement. The As of the date hereof, the sole member and manager of Merger Sub is Parent, and Merger Sub is a direct wholly-owned subsidiary of Parent. As of the Closing, Merger Sub will be a direct or indirect wholly-owned subsidiary of Parent.

Capitalization; Interim Operations of Merger Sub. (a) The Parent Common Stock required to be delivered by Parent as Common Stock Consideration, when so delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable and the issuance thereof will not be subject to any pre-emptive rights. (b) The authorized capital shares stock of Parent consists of one hundred million (i100,000,000) 350,000,000 common shares of beneficial interestcommon stock, $0.01 par value per share (the “Parent Common Stock”) and two million (ii2,000,000) 50,000,000 preferred shares of beneficial interest, $0.01 par value per share (the “Parent Series A Perpetual Preferred Stock”). As of the close of business on May 4June 16, 20212009, (i) 121,921,850 40,484,732 shares of Parent Common Stock were issued and outstanding (including 319,902 shares held in treasury), of restricted stock subject to certain transferability and forfeiture restrictions, (ii) 4,915,196 which 495,966 were shares of Parent Preferred Common Stock subject to vesting or other restrictions and 1,255,066 shares of Parent Common Stock were issued and outstanding, reserved for issuance upon the exercise or payment of outstanding stock options or other equity related awards (iii) restricted such stock units granted pursuant to the Parent option and restricted share plans and programs (programs, collectively, the “Parent Incentive Plans”) in respect of an aggregate of 1,880,559 ), and 73,858 shares of Parent Common Stock were held by Parent in its treasury or by its Subsidiaries. From March 31, 2009 to the date hereof, Parent has not issued and outstandingor permitted to be issued any shares of capital stock or Parent Securities, measured assuming “maximum” performance is achieved and (iv) 1,548,936 shares Parent Common Stock remain reserved and available for issuance other than pursuant to and as required by the terms of the Parent Incentive Plans and, from March 31, 2009 to the date hereof, Parent has not issued any stock options or other awards under the Parent Incentive Plans. All outstanding shares of capital stock of Parent Common Stock are, all Parent Common Stock that may be issued pursuant to any Parent Incentive Plan will be, when issued in accordance with the respective terms thereofhave been, and all shares of Parent Common Stock to be issued in connection with the Merger and the other transactions contemplated by this Agreement, will be, when so issued, validly issued and outstanding, fully paid, non-assessable nonassessable and free and clear of preemptive or other similar rights, and were not subject (or, in the case of Parent Common Stock to preemptive rightsbe issued in the Merger, will not be) issued in violation of the Constituent Documents of Parent. (cb) Except as set forth in Section 4.5(b4.5(a), as of the date hereofJune 16, 2009, there are no outstanding (i) shares of beneficial interest capital stock or voting securities of or ownership interests in Parent, (ii) securities of Parent convertible into or exercisable or exchangeable for shares of beneficial interest capital stock or voting securities of or ownership interests in Parent or (iii) options or other rights to acquire from Parent, or other obligations of Parent to issue or pay cash valued by reference to, any shares of beneficial interest, capital stock or other voting securities or ownership interests in or securities convertible into or exercisable or exchangeable for shares of beneficial interest capital stock or voting securities of or ownership interests in Parent (the items in clauses (i), (ii), and (iii) being referred to collectively as the “Parent Securities”). As of the date of this Agreement, there are no binding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Securities. (dc) The holders authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are issued and outstanding and all of which are owned beneficially and of record by Parent. All of the Parent Preferred Stock do not have the right to vote on the Issuance, the Merger or any other matter contemplated by this Agreement. (e) issued and outstanding shares of capital stock of Merger Sub (i) was formed solely for have been duly authorized and validly issued and are fully paid and nonassessable and free and clear of preemptive or other similar rights, and were not issued in violation of the purpose Constituent Documents of engaging in the transactions contemplated by this Agreement, (ii) Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement and (iii) has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation or contemplated by this Agreement. The sole member and manager of Merger Sub is Parent.