COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER 61 Section 6.1 Conduct of Business by STAR III 61 Section 6.2 Conduct of Business by STAR 65 Section 6.3 No Control of Other Parties’ Business 70
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE EXCHANGE ---------------------------------
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGERS 45 Section 6.1 Conduct of Business by Company and Company LP 45 Section 6.2 Other Actions 50 Section 6.3 No Control of Business 50 ARTICLE 7 ADDITIONAL COVENANTS 50 Section 7.1 Preparation of the Proxy Statement; Stockholders Meeting 50 Section 7.2 Access to Information; Confidentiality 51 Section 7.3 No Solicitation; Company Acquisition Proposals 52 Section 7.4 Public Announcements 54 Section 7.5 Indemnification; Directors’ and Officers’ Insurance 55 Section 7.6 Appropriate Action; Consents; Filings 57 Section 7.7 Notification of Certain Matters; Transaction Litigation 58 Section 7.8 Section 16 Matters 59 Section 7.9 Dividends 59 Section 7.10 Voting of Shares 59 Section 7.11 Takeover Statutes 59 Section 7.12 Tax Representation Letters 59 Section 7.13 Related Party Agreements 59 Section 7.14 Merger Subs; Subsidiaries 59 Section 7.15 Financing and Reporting Cooperation 59 Section 7.16 Existing Loans 61 Section 7.17 Payment of Company Preferred Stock and Company Preferred Partnership Units 61 Section 7.18 Employee Matters 61 ARTICLE 8 CONDITIONS 64 Section 8.1 Conditions to Each Party’s Obligation to Effect the Mergers 64 Section 8.2 Conditions to Obligations of Parent, REIT Merger Sub and Partnership Merger Sub 65 Section 8.3 Conditions to Obligations of Company and Company LP 66 Section 8.4 Frustration of Closing Conditions 66 ARTICLE 9 TERMINATION, FEES, AMENDMENT AND WAIVER 66 Section 9.1 Termination 66 Section 9.2 Effect of Termination 68 Section 9.3 Fees 68 Section 9.4 Amendment 70 Section 9.5 Transfer Taxes 70 ARTICLE 10 GENERAL PROVISIONS 71 Section 10.1 Nonsurvival of Representations and Warranties and Certain Covenants 71 Section 10.2 Notices 71 Section 10.3 Severability 72 Section 10.4 Counterparts 72 Section 10.5 Entire Agreement; No Third-Party Beneficiaries 72 Section 10.6 Extension; Waiver 73 Section 10.7 Governing Law 73 Section 10.8 Consent to Jurisdiction 73 Section 10.9 Assignment 73 Section 10.10 Specific Performance 73 Section 10.11 Waiver of Jury Trial 74 Section 10.12 Xxxxxxxxxx 00 XXXXXXXX, XXXXXXXXX AND DISCLOSURE LETTERS Exhibit A – Form of Parent Guarantee Exhibit B – Form of Company REIT Qualification Opinion Schedule A – Knowledge of Company Company Disclosure Letter Parent Disclosure Letter AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2015 (this “Agreement”), is by and among Monument Partners, L.L.C., a Delaware limited liability company (“Parent”), Landmark Apartment Trust,...
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGERS 66 Section 6.1 Conduct of Business by REIT I 66 Section 6.2 Conduct of Business by REIT II 70
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER 4.1 Conduct of Business by the Company Pending the Merger 36 4.2 No Solicitation 39 ARTICLE V ADDITIONAL AGREEMENTS 5.1 Preparation of Proxy Statement 42 5.2 Access to Information 43 5.3 Stockholders Meeting 43 5.4 Other Approvals 43 5.5 Agreement to Defend 44 5.6 Public Announcements 44 5.7 Advice of Changes; SEC Filings 44 5.8 Conveyance Taxes 44 5.9 Withholding Rights 44 5.10 Reasonable Efforts 45 5.11 Affiliate Agreements 45 5.12 Other Actions 45 5.13 Appraisal Rights 45 5.14 Indemnification and Insurance 45 5.15 Payoff Letters 47 5.16 Delivery of Estimates 47 5.17 Repayment of Capital Source Agreement 47 5.18 Stockholder Representative 47 5.19 Employee Matters 48 ARTICLE VI
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER 50 Section 6.1 Conduct of Business by Terra BDC 50 Section 6.2 Conduct of Business by Terra REIT 53 Section 6.3 No Control of Other Parties’ Business 57
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE STOCK TRANSACTION 32 Section 4.1 General Provisions 32 Section 4.2 Specified Actions Not Permitted 32 ARTICLE V. ADDITIONAL COVENANTS 38 Section 5.1 Preparation of Transaction 8K; Gadsden Shareholder Meeting 38 Section 5.2 Access to Information; Confidentiality and Confidentiality Agreement 38 Section 5.3 Reasonable Efforts 39 Section 5.4 Transfer Taxes 40 Section 5.5 Solicitation of Transactions 40 Section 5.6 Board Actions 42 Section 5.7 Public Announcements 43 Section 5.8 Employee Arrangements 43 Section 5.9 Indemnification; Directors’ and Officers’ Insurance 43 Section 5.10 Final Adjustment to Parent Shares issuable in Stock Transaction 44 Section 5.11 Parent Board as of the Closing Date 47 Section 5.12 Gadsden Board as of the Closing Date 47 Section 5.13 Amendment to the Parent Charter 47 Section 5.14 Payment of Accrued Parent Board Fees and Designation of Stock Transaction as Change of Control for Employment Agreement 47
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER 64 Section 6.1 Conduct of Business by Company 64
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER 55 Section 6.1 Conduct of Business by Company 55 Section 6.2 Other Actions 65 Section 6.3 No Control of Business 65 ARTICLE 7 ADDITIONAL COVENANTS 66 Section 7.1 Preparation of the Proxy Statement; Stockholders Meeting 66 Section 7.2 Access to Information; Confidentiality 67 Section 7.3 No Solicitation; Company Acquisition Proposals 68 Section 7.4 Public Announcements 73
