Ownership of Parent Shares. Neither Parent nor Merger Sub I or Merger Sub II nor any of their respective Subsidiaries or the “affiliates” or “associates” of such entity is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company, in each case, as defined in Section 203(c) of the DGCL.
Ownership of Parent Shares. On the date hereof, the Shareholder is the record and beneficial owner of the Parent Shares set forth opposite the Shareholder’s name on Schedule A hereto, free and clear of any limitation or restriction on the Shareholder’s right to vote the Parent Shares or otherwise comply with its obligations under this Agreement. The Shareholder does not own, of record or beneficially, any shares of capital stock of Parent, or other rights to acquire shares of capital stock of Parent, in each case other than the Parent Shares. Other than (a) restrictions in favor of Buyer pursuant to this Agreement, (b) such transfer restrictions of general applicability as may be provided under the Securities Act or the “blue sky” Laws of the various states of the United States and (c) any restrictions contained in the organizational documents of Parent (i) the Shareholder has, and at any stockholder meeting of Parent held during the Agreement Term to vote regarding the Required Parent Vote, including at any adjournment or postponement thereof, the Shareholder will have (except as otherwise permitted by this Agreement), sole voting power and sole dispositive power with respect to the matters set forth in Section 1.1 in respect of all of the Parent Shares of the Shareholder, (ii) none of the Shareholder’s Subject Shares is subject to any voting trust, pledge, disposition, transfer or other agreement, arrangement or restriction with respect to the voting of the Subject Shares and (iii) no proxies have been given in respect of any or all of such Parent Shares, other than proxies which have been validly revoked prior to the date hereof.
Ownership of Parent Shares. The Company does not own (beneficially or otherwise) any Parent Shares or other Equity Interests in Parent or any options, warrants or other rights to acquire Parent Shares or other Equity Interests in Parent (or any other economic interest through derivative securities or otherwise in Parent). None of the Company, its Subsidiaries, nor any of its respective “affiliates” and “associates,” (as such terms are defined in Section 203 of the DGCL) is an “interested stockholder” of Parent, as defined in Section 203 of the DGCL.
Ownership of Parent Shares. As of the date hereof, the Stockholder (i) is the beneficial or record owner of the Parent Shares, free and clear of any and all Liens, other than those Liens created by this Agreement and (ii) has either sole or shared voting power over all of the Parent Shares. As of the date hereof, the Stockholder does not own, beneficially or of record, any capital stock or other securities of Parent or any Parent Subsidiary other than the Parent Shares. As of the date hereof, the Stockholder does not own, beneficially or of record, any rights to purchase or acquire any shares of capital stock or other securities of Parent or any Parent Subsidiary.
Ownership of Parent Shares. Section 3.01(j) of the Seller Disclosure Letter is a true and complete list of all trustees and executive officers of Parent and the executive officers of the Property Manager in each case that own any Parent Shares or hold any rights to acquire or vote any Parent Shares (such shareholders, the “Insider Shareholders”) and the amount of any such Parent Shares.
Ownership of Parent Shares. None of Buyer or any of its Affiliates beneficially owns (as defined in Rule 13d-3 under the Exchange Act) any Parent Shares or any securities that are convertible into or exchangeable or exercisable for Parent Shares, or holds any rights to acquire or vote any Parent Shares.
Ownership of Parent Shares. As of the date hereof and the Effective Time (before giving effect to the Merger), Shareholder beneficially owns no shares of Parent Common Stock.
Ownership of Parent Shares. Such Shareholder holds or beneficially owns (and will hold or beneficially own as of the date of the Parent Shareholder Meeting, unless any Existing Shares are Transferred pursuant to Section 6(a) hereof), the Existing Shares set forth opposite such Shareholder’s name on Schedule A. Such Shareholder has and, unless any Existing Shares are Transferred pursuant to Section 6(a) hereof, will have at all times through the termination of this Agreement sole voting power, sole power of disposition, sole power to demand, and sole power to issue instructions with respect to the matters set forth in Section 7 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to the Existing Shares set forth opposite such Shareholder’s name on Schedule A and any other Securities, with no limitations, qualifications or restrictions on such power, subject to applicable securities Laws and the terms of this Agreement. None of the Existing Shares of such Shareholder is the subject of any commitment, undertaking or agreement, contingent or otherwise, the terms of which relate to or could give rise to the Transfer of any Existing Shares or would affect in any way the ability of such Shareholder to perform its obligations as set out in this Agreement. Such Shareholder has not appointed or granted any proxy that would materially impair the ability of such Shareholder to perform its obligations under this Agreement.
Ownership of Parent Shares. Neither Company nor any of its Subsidiaries or its or their Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Parent Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Parent Common Stock or any securities of any Subsidiary of Parent, and none of Company, its Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Parent Common Stock except pursuant to this Agreement.
Ownership of Parent Shares. The Parent Shares owned by each Parent Shareholder are owned free and clear of any liens or encumbrances and no Parent Shareholder shall have attempted to sell, pledge or hypothecate their Parent Shares.
