Common use of CONDUCT OF EQR'S BUSINESS PENDING MERGER Clause in Contracts

CONDUCT OF EQR'S BUSINESS PENDING MERGER. Prior to the Effective Time, except as (i) contemplated by this Agreement, or (ii) consented to in writing by Wellsford, EQR shall, and shall cause each of the EQR Subsidiaries to: (a) use its reasonable efforts to preserve intact its business organizations and goodwill and keep available the services of its officers and employees; (b) confer on a regular basis with one or more representatives of Wellsford to report operational matters of materiality which would have an EQR Material Adverse Effect; (c) promptly notify Wellsford of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); (d) promptly deliver to Wellsford true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (e) maintain its books and records in accordance with GAAP consistently applied; and (f) duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities. For purposes of this Section 4.3 only, an emergency, change, complaint, investigation or hearing shall be deemed material if it would reasonably be expected to have an EQR Material Adverse Effect. In addition, during the period beginning the day after the fifth (5th) trading day prior to the date which the proxy statements required by Section 5.1 hereof are dated and ending on (but including) the Closing Date, EQR will not (a) issue any EQR Common Shares or other securities convertible into EQR Common Shares in any single transaction or series of transactions having an aggregate issuance price in excess of $250,000,000, or (b) announce any merger with or acquisition of all or substantially all the assets of another entity which has net assets in excess of $250,000,000.

CONDUCT OF EQR'S BUSINESS PENDING MERGER. Prior to the Effective Time, except as (i) contemplated by this Agreement, or (ii) consented to in writing by WellsfordMerry Land, EQR shall, and shall cause each of the EQR Subsidiaries to: (a) use its reasonable efforts to preserve intact its business organizations and goodwill and keep available the services of its officers and employees; (b) confer on a regular basis with one or more representatives of Wellsford Merry Land to report operational matters of materiality which would have an a EQR Material Adverse Effect; (c) promptly notify Wellsford Merry Land of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); (d) promptly deliver to Wellsford Merry Land true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (e) maintain its books and records in accordance with GAAP consistently applied; and; (f) duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities; and (g) use its reasonable best efforts to continue to qualify as a REIT prior to the Effective Time and not enter into any prohibited transaction, including, without limitation, any transaction consummated pursuant to the Spin-Off that would be considered a prohibited transaction as defined in Section 857(b)(6) of the Code. For purposes of this Section 4.3 only, an emergency, change, complaint, investigation or hearing shall be deemed material if it would reasonably be expected to have an EQR Material Adverse Effect. In addition, during the period beginning the day after the fifth (5th) trading day prior to the date which the proxy statements required by Section 5.1 hereof are dated and ending on (but including) the Closing Date, EQR will not (a) issue any EQR Common Shares or other securities convertible into EQR Common Shares in any single transaction or series of transactions having an aggregate issuance price in excess of $250,000,000, or (b) announce any merger with or acquisition of all or substantially all the assets of another entity which has net assets in excess of $250,000,000.

CONDUCT OF EQR'S BUSINESS PENDING MERGER. Prior to the Effective Time, except as (i) contemplated by this Agreement, or (ii) consented to in writing by WellsfordLexford, EQR shall, and shall cause each of the EQR Subsidiaries to: (a) use its reasonable efforts to preserve intact its business organizations and goodwill and keep available the services of its officers and employees; (b) confer on a regular basis with one or more representatives of Wellsford Lexford to report operational matters of materiality which would have an a EQR Material Adverse Effect; (c) promptly notify Wellsford Lexford of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); (d) promptly deliver to Wellsford Lexford true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (e) maintain its books and records in accordance with GAAP consistently applied; and; (f) duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities; and (g) use its reasonable best efforts to continue to qualify as a REIT prior to the Effective Time and not enter into any prohibited transaction that would be considered a prohibited transaction as defined in Section 857(b)(6) of the Code. For purposes of this Section 4.3 only, an emergency, change, complaint, investigation or hearing shall be deemed material if it would reasonably be expected to have an EQR Material Adverse Effect. In addition, during the period beginning the day after the fifth (5th) trading day prior to the date which the proxy statements required by Section 5.1 hereof are dated and ending on (but including) the Closing Date, EQR will not (a) issue any EQR Common Shares or other securities convertible into EQR Common Shares in any single transaction or series of transactions having an aggregate issuance price in excess of $250,000,000, or (b) announce any merger with or acquisition of all or substantially all the assets of another entity which has net assets in excess of $250,000,000.

CONDUCT OF EQR'S BUSINESS PENDING MERGER. Prior to the Effective Time, except as (i) contemplated by this Agreement, or (ii) consented to in writing by WellsfordMerry Land, EQR shall, and shall cause each of the EQR Subsidiaries to: : (a) use its reasonable efforts to preserve intact its business organizations and goodwill and keep available the services of its officers and employees; ; (b) confer on a regular basis with one or more representatives of Wellsford Merry Land to report operational matters of materiality which would have an a EQR Material Adverse Effect; ; (c) promptly notify Wellsford Merry Land of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); ; (d) promptly deliver to Wellsford Merry Land true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; ; (e) maintain its books and records in accordance with GAAP consistently applied; and A-27 190 (f) duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities; and (g) use its reasonable best efforts to continue to qualify as a REIT prior to the Effective Time and not enter into any prohibited transaction, including, without limitation, any transaction consummated pursuant to the Spin-Off that would be considered a prohibited transaction as defined in Section 857(b)(6) of the Code. For purposes of this Section 4.3 only, an emergency, change, complaint, investigation or hearing shall be deemed material if it would reasonably be expected to have an EQR Material Adverse Effect. In addition, during the period beginning the day after the fifth (5th) trading day prior to the date which the proxy statements required by Section 5.1 hereof are dated and ending on (but including) the Closing Date, EQR will not (a) issue any EQR Common Shares or other securities convertible into EQR Common Shares in any single transaction or series of transactions having an aggregate issuance price in excess of $250,000,000, or (b) announce any merger with or acquisition of all or substantially all the assets of another entity which has net assets in excess of $250,000,000.