Common use of Company Board Approval; Fairness Opinion Clause in Contracts

Company Board Approval; Fairness Opinion. (a) The Special Committee has duly adopted resolutions (i) determining that this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, advisable and in the best interests of, the Company and its stockholders, and (ii) making the Special Committee Recommendation. (b) The Company Board, acting upon the Special Committee Recommendation, has duly adopted resolutions (i) determining that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company Stockholders, (ii) approving the execution and delivery of this Agreement by the Company, the performance by the Company and each of the Operating Partnerships of its obligations hereunder and the consummation of the Transactions on the terms and subject to the conditions set forth herein, (iii) directing that this Agreement be submitted to the Company Stockholders for their adoption and (iv) subject to Section 6.02, recommending adoption of this Agreement by the Company Stockholders in accordance with the DGCL (such recommendation, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof. (c) As of the date of this Agreement: (i) The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s financial advisor X.X. Xxxxxx Securities LLC, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, and matters considered and limitations on the review undertaken by X.X. Xxxxxx Securities LLC in preparing its opinion, the Public Merger Consideration to be paid pursuant to, and in accordance with, the terms of this Agreement to the holders of shares of Company Class A Common Stock is fair, from a financial point of view, to such holders; and (ii) The Special Committee has received the written opinion (or an oral opinion to be confirmed in writing) of PJT Partners LP to the effect that, as of the date of such opinion, and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and conditions, qualifications, and limitations on the review undertaken by PJT Partners LP in connection with the opinion, the Public Merger Consideration to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of Company Class A Common Stock (other than holders of Company Class A Common Stock that hold Operating Partnership Units and their respective Affiliates that are holders of Company Class A Common Stock) is fair, from a financial point of view, to such holders. The Company shall, following the execution of this Agreement by all parties, furnish an accurate, complete and confidential copy of such said opinion letters to Parent solely for informational purposes. (d) The Company has adopted resolutions providing that any Company Performance Award for which the applicable performance condition is not deemed to be satisfied on the basis of the Public Merger Consideration shall be deemed to be unable to satisfy the applicable performance condition and shall be cancelled.

Company Board Approval; Fairness Opinion. (a) The Special Committee Company Board has duly adopted resolutions (i) determining that this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, advisable and in the best interests of, the Company and its stockholders, and (ii) making the Special Committee Recommendation. (b) The Company Board, acting upon the Special Committee Recommendation, has duly adopted resolutions (i) determining that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company Stockholdersits stockholders, (ii) approving and declaring advisable the Merger and the other Transactions, (iii) approving the execution and delivery of this Agreement by the Company, the performance by the Company and each of the Operating Partnerships of its covenants and other obligations hereunder hereunder, and the consummation of the Transactions on upon the terms and subject to the conditions set forth herein, (iiiiv) directing that this Agreement the Merger be submitted to the common stockholders of the Company Stockholders for their adoption consideration and approval at the Company Stockholder Meeting and (ivv) subject to Section 6.02, recommending adoption of this Agreement by that the Company Stockholders in accordance with Company’s common stockholders approve the DGCL Merger (such recommendation, the “Company Board Recommendation”), which Company Board Recommendation has resolutions remain in full force and effect and have not been withdrawnsubsequently rescinded, rescinded modified or modified withdrawn in any way way, except as of may be permitted after the date hereofhereof by Section 6.02. (c) As of the date of this Agreement: (ib) The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) writing of the Company’s financial advisor X.X. Xxxxxx Securities LLCCitigroup Global Markets Inc., to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, and matters considered and limitations on the review undertaken by X.X. Xxxxxx Securities LLC in preparing its opinion, the Public Merger Consideration to be paid pursuant to, and in accordance with, the terms of this Agreement to the holders of shares of Company Class A Common Stock is fair, from a financial point of view, to such holders; and (ii) The Special Committee has received the written opinion (or an oral opinion to be confirmed in writing) of PJT Partners LP to the effect that, as of the date of such opinion, and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and conditionsvarious assumptions, qualifications, limitations and limitations on the review undertaken by PJT Partners LP other matters set forth in connection with the its written opinion, the Public Common Stock Merger Consideration to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Class A Common Stock (other than holders of Company Class A Common Stock that hold Operating Partnership Units and their respective Affiliates that are holders of Company Class A Common StockCancelled Shares) is fair, from a financial point of view, to such holders. The Company shall, promptly following the execution of this Agreement by all parties, furnish an accurate, complete and confidential copy of such said opinion letters letter to Parent solely for informational purposes. (d) The Company has adopted resolutions providing that any Company Performance Award for which the applicable performance condition is not deemed to be satisfied on the basis of the Public Merger Consideration shall be deemed to be unable to satisfy the applicable performance condition and shall be cancelled.

Company Board Approval; Fairness Opinion. (a) The Special Committee Company Board has duly adopted resolutions (i) determining that this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, advisable and in the best interests of, the Company and its stockholders, and (ii) making the Special Committee Recommendation. (b) The Company Board, acting upon the Special Committee Recommendation, has duly adopted resolutions (i) determining that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company Stockholdersits stockholders, (ii) approving and declaring advisable the Company Merger, this Agreement and the other Transactions, including the Amendment and the Partnership Merger, (iii) approving the execution and delivery of this Agreement by the Company, the performance by the Company and each of the Operating Partnerships of its covenants and other obligations hereunder hereunder, and the consummation of the Transactions on upon the terms and subject to the conditions set forth herein, (iiiiv) directing that this Agreement the Company Merger be submitted to the common stockholders of the Company Stockholders for their adoption consideration and approval at the Company Stockholder Meeting and (ivv) subject to Section 6.02recommending that the Company’s common stockholders approve the Company Merger, recommending adoption of this Agreement by and the Company Stockholders in accordance with other Transactions, including the DGCL Amendment (such recommendation, the “Company Board Recommendation”), which Company Board Recommendation has resolutions remain in full force and effect and have not been withdrawnsubsequently rescinded, rescinded modified or modified withdrawn in any way way, except as of may be permitted after the date hereofhereof by Section 6.02. (cb) As of X.X. Xxxxxx Securities LLC, the date of this Agreement: (i) The Company’s financial advisor, has delivered to the Company Board has received the written its opinion (or an oral opinion to be confirmed in writing) of the Company’s financial advisor X.X. Xxxxxx Securities LLC), to the effect that, as of the date of such opinion, opinion and based upon on and subject to the assumptions madematters set forth therein, procedures followed, and matters considered and limitations on including the review undertaken by X.X. Xxxxxx Securities LLC in preparing its opinion, the Public Merger Consideration to be paid pursuant to, and in accordance with, the terms of this Agreement to the holders of shares of Company Class A Common Stock is fair, from a financial point of view, to such holders; and (ii) The Special Committee has received the written opinion (or an oral opinion to be confirmed in writing) of PJT Partners LP to the effect that, as of the date of such opinion, and based upon and subject to, among other things, the various assumptions made, procedures followed, matters considered and conditions, qualificationsconsidered, and qualifications and limitations on the review undertaken by PJT Partners LP in connection with the opinionset forth therein, the Public Common Stock Merger Consideration to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Class A Common Stock (other than holders of Company Class A Common Stock that hold Operating Partnership Units and their respective Affiliates that are holders of Company Class A Common StockCancelled Shares) is fair, from a financial point of view, to such holders. The Company shall, promptly following the execution of this Agreement by all parties, furnish an accurate, complete and confidential copy of such said opinion letters letter to Parent solely for informational purposes. Parent, on behalf of itself and its officers, directors and Affiliates, agrees and acknowledges that such written opinion letter is being furnished to Parent solely for informational purposes and none of Parent, its officers, directors and Affiliates may rely on such written opinion letter for any purpose. (d) The Company has adopted resolutions providing that any Company Performance Award for which the applicable performance condition is not deemed to be satisfied on the basis of the Public Merger Consideration shall be deemed to be unable to satisfy the applicable performance condition and shall be cancelled.