Common use of New Company Clause in Contracts

New Company. (a) New Company is duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization. New Company was organized solely for the purpose of consummating the Contemplated Transactions and has not engaged in any activities or business, and has incurred no liabilities or obligations and owns no assets whatsoever, in each case, other than those incident to its organization and the consummation of the Contemplated Transactions. (b) Parent REIT has provided to the Representative complete and accurate copies of the Governing Documents of New Company. (c) Except for the New Company Common Units to be issued in exchange for the Contributions, there are (x) no equity securities of New Company, (y) no securities of New Company convertible into or exchangeable for equity securities of New Company, and (z) no agreements, arrangements, or other subscriptions, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which New Company is a party or by which it is bound in any case obligating New Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of New Company, or obligating New Company to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement. (d) Upon issuance, each New Company Common Unit may be converted into or exchanged for one Parent OP Common Unit, which Parent OP Common Unit shall then be immediately converted into an amount of cash determined in accordance with the Parent OP Agreement, at Parent OP’s election, or one share of Parent Common Stock, in each case as set forth in the New Company Agreement and the Parent OP Agreement. New Company Manager is a wholly owned subsidiary of Parent OP and the manager of New Company. (e) Each New Company Common Unit to be issued in accordance with the terms of this Agreement and the New Company Agreement will have been duly authorized and validly issued, and will be free and clear of any preemptive rights, restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws and the New Company Agreement), and Liens (other than Liens created by the Contributors, the Representative or the Escrow Agent, or pursuant to this Agreement or the Escrow Agreement).

New Company. (a) New Company is duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization. New Company was organized solely for the purpose of consummating the Contemplated Transactions and has not engaged in any activities or business, and has incurred no liabilities or obligations and owns no assets whatsoever, in each case, other than those incident to its organization and the consummation of the Contemplated Transactions. (b) Parent REIT has provided to the Representative complete and accurate copies of the Governing Documents of New Company. 15 Certain portions have been omitted in connection with an application for confidential treatment therefor. (c) Except for the New Company Common Units to be issued in exchange for the Contributions, there are (x) no equity securities of New Company, (y) no securities of New Company convertible into or exchangeable for equity securities of New Company, and (z) no agreements, arrangements, or other subscriptions, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which New Company is a party or by which it is bound in any case obligating New Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of New Company, or obligating New Company to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement. (d) Upon issuance, each New Company Common Unit may be converted into or exchanged for one Parent OP Common Unit, which Parent OP Common Unit shall then be immediately converted into an amount of cash determined in accordance with the Parent OP Agreement, at Parent OP’s election, or one share of Parent Common Stock, in each case as set forth in the New Company Agreement and the Parent OP Agreement. New Company Manager is a wholly owned subsidiary of Parent OP and the manager of New Company. (e) Each New Company Common Unit to be issued in accordance with the terms of this Agreement and the New Company Agreement will have been duly authorized and validly issued, and will be free and clear of any preemptive rights, restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws and the New Company Agreement), and Liens (other than Liens created by the Contributors, the Representative or the Escrow Agent, or pursuant to this Agreement or the Escrow Agreement).