Common use of Preparation of Proxy Statement; Shareholders Meetings Clause in Contracts

Preparation of Proxy Statement; Shareholders Meetings. (a) As promptly as reasonably practicable following the date of this Agreement, (i) Post and MAA shall jointly prepare the Joint Proxy Statement in preliminary form for inclusion in MAA’s Form S-4 to be filed by MAA with the SEC, (ii) MAA shall prepare and cause to be filed with the SEC the Form S-4 with respect to the MAA Common Stock and the MAA Series I Preferred Stock issuable in the Parent Merger, which will include the Joint Proxy Statement with respect to the Post Shareholder Meeting and MAA Shareholder Meeting, and (iii) MAA shall prepare and cause to be submitted to the NYSE the application and other agreements and documentation necessary for the listing of the MAA Common Stock and MAA Series I Preferred Stock issuable in the Parent Merger on the NYSE. Each of Post and MAA shall use its reasonable best efforts to (w) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (x) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act or Securities Act, (y) mail or deliver the Joint Proxy Statement to its respective shareholders as promptly as practicable after the Form S-4 is declared effective and (z) keep the Form S-4 effective for so long as necessary to complete the Mergers. MAA shall use its reasonable best efforts to have the application for the listing of the MAA Common Stock and the MAA Series I Preferred Stock accepted by the NYSE as promptly as is practicable following submission. Each of Post and MAA shall furnish all information as may be reasonably requested concerning itself, its Affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement and the preparation and filing of the NYSE listing application. The Form S-4, the Joint Proxy Statement and the NYSE listing application shall include all information reasonably requested by such other Party to be included therein. Each of Post and MAA shall promptly notify the other upon the receipt of any comments from the SEC or the NYSE or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement or from the NYSE for amendments or supplements to the NYSE listing application, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC or the NYSE, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE and advise the other Party of any oral comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE. Each of Post and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4 and to any comments from the NYSE with respect to the NYSE listing application. Notwithstanding the foregoing, prior to (x) filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, or (y) submitting the NYSE listing application to the NYSE or responding to any comments of the NYSE with respect thereto, each of Post and MAA shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give reasonable and good faith consideration to any comments thereon made by the other Party or its counsel and, with respect to clause (x) above, each of Post and MAA also shall have consented to the filing and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). MAA shall advise Post, promptly after it receives notice thereof, (A) of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the MAA Common Stock and MAA Series I Preferred Stock issuable in connection with the Parent Merger for offering or sale in any jurisdiction, and MAA shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated and (B) of the time the NYSE listing application is accepted. MAA shall take any other action required to be taken under the Securities Act, the Exchange Act, NYSE rules and regulations, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the MAA Common Stock and the MAA Series I Preferred Stock in the Parent Merger, and Post shall furnish all information concerning Post and the holders of the Post Common Stock as may be reasonably requested in connection with any such actions. MAA shall also take any other action required to be taken under the Securities Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the New MAA OP Units in the Partnership Merger, and Post shall furnish all information concerning Post, Post LP and the holders of the Post OP Units as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the receipt of the Post Shareholder Approval or the MAA Shareholder Approval, any information relating to Post or MAA, or any of their respective Affiliates, should be discovered by Post or MAA which, in the reasonable judgment of Post or MAA, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties hereto, and Post and MAA shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to shareholders of Post and the shareholders of MAA. For purposes of Section 4.15, Section 5.15 and this Section 7.1, any information concerning or related to Post, its Affiliates or the Post Shareholder Meeting will be deemed to have been provided by Post, and any information concerning or related to MAA, its Affiliates or the MAA Shareholder Meeting will be deemed to have been provided by MAA. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). (c) Subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, Post shall, in accordance in all material respects with applicable Law and the Post Articles of Incorporation and Post Bylaws, establish a record date for, duly call, give notice of, convene and hold the Post Shareholder Meeting. Post shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of Post entitled to vote at the Post Shareholder Meeting and, subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, to hold the Post Shareholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act; provided that in no event shall Post be required to hold the Post Shareholder Meeting prior to the thirty-fifth (35th) day following the date hereof. Post shall, through the Post Board, recommend to its shareholders that they vote in favor of the Parent Merger, include such recommendation in the Joint Proxy Statement and solicit and use its reasonable best efforts to obtain the Post Shareholder Approval, except to the extent that the Post Board shall have made a Change in Post Recommendation as permitted by Section 7.4(b) and subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(c), Post shall have the right to make one or more successive postponements or adjournments of the Post Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Post Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by Post’s shareholders prior to the Post Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent Post reasonably believes necessary in order to obtain the Post Shareholder Approval or (iv) if otherwise reasonably required by applicable Law or if the directors of Post have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable Law. (d) Subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, MAA shall, in accordance in all material respects with applicable Law and the MAA Charter and MAA Bylaws, establish a record date for, duly call, give notice of, convene and hold the MAA Shareholder Meeting. MAA shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of MAA entitled to vote at the MAA Shareholder Meeting and, subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, to hold the MAA Shareholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act; provided that in no event shall MAA be required to hold the MAA Shareholder Meeting prior to the thirty-fifth (35th) day following the date hereof. MAA shall, through the MAA Board, recommend to its shareholders that they vote in favor of the Parent Merger, include such recommendation in the Joint Proxy Statement, and solicit and use its reasonable best efforts to obtain the MAA Shareholder Approval, except to the extent that the MAA Board shall have made a Change in MAA Recommendation as permitted by Section 7.4(b) and subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(d), MAA shall have the right to make one or more successive postponements or adjournments of the MAA Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the MAA Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by MAA’s shareholders prior to the MAA Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent MAA reasonably believes necessary in order to obtain the MAA Shareholder Approval or (iv) if otherwise reasonably required by applicable Law or if the directors of MAA have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable Law. (e) Subject to the exercise of Post’s or MAA’s rights with respect to a Superior Proposal under Section 7.4, Post and MAA will use their respective reasonable best efforts to hold the Post Shareholder Meeting and the MAA Shareholder Meeting on the same date and as soon as reasonably practicable after the date of this Agreement; provided that in no event shall Post or MAA be required to hold the Post Shareholder Meeting or MAA Shareholder Meeting, as applicable, prior to the thirty-fifth (35th) day following the date hereof.

Preparation of Proxy Statement; Shareholders Meetings. (a) As promptly as reasonably practicable following the date of this Agreementhereof, (i) Post the parties hereto shall prepare and MAA shall jointly prepare file with the SEC the Joint Proxy Statement in preliminary form for inclusion in MAA’s Form S-4 to be filed by MAA with the SEC, (ii) MAA shall prepare and cause to be filed with the SEC the Form S-4 with respect to the MAA Common Stock and the MAA Series I Preferred Stock issuable Registration Statement (in the Parent Merger, which will include the Joint Proxy Statement with respect to the Post Shareholder Meeting and MAA Shareholder Meeting, and (iii) MAA shall prepare and cause to will be submitted to the NYSE the application and other agreements and documentation necessary for the listing of the MAA Common Stock and MAA Series I Preferred Stock issuable in the Parent Merger on the NYSEincluded). Each of Post Parent and MAA the Company shall use its reasonable best efforts to (w) have the Form S-4 Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities 1933 Act by the SEC as promptly as practicable after such filing, (x) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act or Securities Act, (y) mail or deliver the Joint Proxy Statement filing and to its respective shareholders as promptly as practicable after the Form S-4 is declared effective and (z) keep the Form S-4 Registration Statement effective for so as long as is necessary to complete consummate the Mergers. MAA shall use its reasonable best efforts to have the application for the listing of the MAA Common Stock Merger and the MAA Series I Preferred Stock accepted by transactions contemplated hereby. Parent and the NYSE as promptly as is practicable following submissionCompany shall make all other necessary filings with respect to the Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder. Each of Post and MAA shall furnish all information as may be reasonably requested concerning itself, its Affiliates Parent and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement and the preparation and filing of the NYSE listing application. The Form S-4, the Joint Proxy Statement and the NYSE listing application shall include all information reasonably requested by such other Party to be included therein. Each of Post and MAA shall promptly notify the other upon the receipt of any comments from the SEC or the NYSE or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement or from the NYSE for amendments or supplements to the NYSE listing application, and Company shall, as promptly as practicable after receipt thereof, provide the other parties with copies of all correspondence between it and its Representatives, on one handany written comments, and the SEC or the NYSEadvise each other of any oral comments, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 Registration Statement received from the SEC SEC. No amendment or to the NYSE listing application from the NYSE and advise the other Party of any oral comments with respect supplement to the Joint Proxy Statement or the Form S-4 received from Registration Statement (including incorporation by reference) shall be made without the SEC approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Joint Proxy Statement or Registration Statement, this right of approval shall apply only with respect to information relating to the NYSE listing application from the NYSEother party or its business, financial condition or results of operations. Each of Post and MAA shall Parent will use its reasonable best efforts to respond cause the Joint Proxy Statement to be mailed to Parent’s shareholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s shareholders, in each case, as promptly as practicable to any comments from after the SEC with respect to Registration Statement is declared effective under the Joint Proxy Statement, 1933 Act. Each of Parent and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4 and to any comments from the NYSE with respect to the NYSE listing application. Notwithstanding the foregoing, prior to (x) filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, or (y) submitting the NYSE listing application to the NYSE or responding to any comments of the NYSE with respect thereto, each of Post and MAA shall cooperate and provide Company will advise the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give reasonable and good faith consideration to any comments thereon made by the other Party or its counsel and, with respect to clause (x) above, each of Post and MAA also shall have consented to the filing and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). MAA shall advise Postparties, promptly after it receives notice thereof, (A) of the time of effectiveness of when the Form S-4Registration Statement has become effective, the issuance of any stop order relating thereto or order, the suspension of the qualification of the MAA Parent Common Stock and MAA Series I Preferred Stock issuable in connection with the Parent Merger for offering or sale in any jurisdiction, and MAA shall use its reasonable best efforts to have or any such stop order or suspension lifted, reversed or otherwise terminated and (B) request by the SEC for amendment of the time Joint Proxy Statement or the NYSE listing application is acceptedRegistration Statement. MAA shall take any other action required to be taken under the Securities Act, the Exchange Act, NYSE rules and regulations, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the MAA Common Stock and the MAA Series I Preferred Stock in the Parent Merger, and Post shall furnish all information concerning Post and the holders of the Post Common Stock as may be reasonably requested in connection with any such actions. MAA shall also take any other action required to be taken under the Securities Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the New MAA OP Units in the Partnership Merger, and Post shall furnish all information concerning Post, Post LP and the holders of the Post OP Units as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the receipt of the Post Shareholder Approval or the MAA Shareholder ApprovalEffective Time, any information relating to Post or MAAParent and the Company, or any of their respective Affiliates, should be officers or directors, is discovered by Post Parent or MAA which, in the reasonable judgment of Post or MAA, Company that should be set forth in an amendment of, or a supplement to, to any of the Form S-4 Registration Statement or the Joint Proxy Statement, Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers party hereto discovering such information shall promptly notify the other Parties hereto, and Post and MAA shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 parties and, to the extent required by Lawlaw, in disseminating the information contained in such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to shareholders of Post and the extent required by law, disseminated to the shareholders of MAAParent and the Company. (b) The Company shall cause a meeting of its shareholders (the “Company Shareholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the matters requiring the Company Shareholder Approval and, subject to Section 7.05(b), the Board of Directors of the Company shall recommend approval of this Agreement and the Merger (and all related proposals) by the shareholders of the Company. For purposes of Section 4.15, Section 5.15 and this Section 7.1, any information concerning or related to Post, its Affiliates or the Post Shareholder Meeting will be deemed to have been provided by PostIn connection with such meeting, and any information concerning or related subject to MAASection 7.05(b), the Company shall use its Affiliates or best efforts to obtain the MAA Shareholder Meeting will be deemed necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby and shall otherwise comply with all legal requirements applicable to have been provided by MAA. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a)such meeting. (c) Subject to Parent shall cause a meeting of its shareholders (the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, Post shall, in accordance in all material respects with applicable Law and the Post Articles of Incorporation and Post Bylaws, establish a record date for, duly call, give notice of, convene and hold the Post “Parent Shareholder Meeting. Post shall use its reasonable best efforts to cause ” and, together with the Joint Proxy Statement Company Shareholder Meeting, the “Shareholder Meetings”) to be mailed to duly called and held as soon as reasonably practicable for the shareholders purpose of Post entitled to vote at voting on the Post matters requiring the Parent Shareholder Meeting Approval and, subject to Section 7.05(b), the exercise Board of Post’s rights with respect to a Superior Proposal under Section 7.4, to hold the Post Shareholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act; provided that in no event Directors of Parent shall Post be required to hold the Post Shareholder Meeting prior to the thirty-fifth (35th) day following the date hereof. Post shall, through the Post Board, recommend to its shareholders that they vote in favor approval of the matters constituting the Parent MergerShareholder Approval (and all related proposals) by the shareholders of Parent. In connection with such meeting, include such recommendation in the Joint Proxy Statement and solicit and subject to Section 7.05(b), Parent shall use its reasonable best efforts to obtain the Post Shareholder Approval, except to the extent that the Post Board shall have made a Change in Post Recommendation as permitted by Section 7.4(b) and subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(c), Post shall have the right to make one or more successive postponements or adjournments of the Post Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Post Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by Post’s shareholders prior to the Post Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent Post reasonably believes necessary in order to obtain the Post Parent Shareholder Approval or (iv) if and shall otherwise reasonably required by comply with all legal requirements applicable Law or if the directors of Post have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable Lawsuch meeting. (d) Subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, MAA shall, in accordance in all material respects with applicable Law and the MAA Charter and MAA Bylaws, establish a record date for, duly call, give notice of, convene and hold the MAA Shareholder Meeting. MAA shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of MAA entitled to vote at the MAA Shareholder Meeting and, subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, to hold the MAA Shareholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act; provided that in no event shall MAA be required to hold the MAA Shareholder Meeting prior to the thirty-fifth (35th) day following the date hereof. MAA shall, through the MAA Board, recommend to its shareholders that they vote in favor of the Parent Merger, include such recommendation in the Joint Proxy Statement, and solicit and use its reasonable best efforts to obtain the MAA Shareholder Approval, except to the extent that the MAA Board shall have made a Change in MAA Recommendation as permitted by Section 7.4(b) and subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(d), MAA shall have the right to make one or more successive postponements or adjournments of the MAA Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the MAA Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by MAA’s shareholders prior to the MAA Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent MAA reasonably believes necessary in order to obtain the MAA Shareholder Approval or (iv) if otherwise reasonably required by applicable Law or if the directors of MAA have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable Law. (e) Subject to the exercise of Post’s or MAA’s rights with respect to a Superior Proposal under Section 7.4, Post and MAA will use their respective reasonable best efforts to hold the Post Shareholder Meeting and the MAA Shareholder Meeting on the same date and as soon as reasonably practicable after the date of this Agreement; provided that in no event shall Post or MAA be required to hold the Post Shareholder Meeting or MAA Shareholder Meeting, as applicable, prior to the thirty-fifth (35th) day following the date hereof.

Preparation of Proxy Statement; Shareholders Meetings. (a) At IPC’s option, after consultation with Max, IPC may elect to combine the IPC Shareholders Meeting with IPC’s 2009 annual general meeting, and at Max’s option, after consultation with IPC, Xxx xxx elect to combine the Max Shareholders Meeting with Max’s 2009 annual general meeting. IPC shall take all actions necessary so that, immediately after the Effective Time, the term of each of the Post-Closing Directors shall expire at IPC’s 2010 annual general meeting. As promptly as reasonably practicable following the date of this Agreementhereof, (i) Post IPC and MAA Max shall jointly prepare the Joint Proxy Statement cooperate in preliminary form for inclusion in MAA’s Form S-4 to be filed by MAA with the SEC, (ii) MAA preparing and each shall prepare and cause to be filed with the SEC mutually acceptable proxy materials which shall constitute the Form S-4 with respect proxy statement/prospectus relating to the MAA Common Stock and the MAA Series I Preferred Stock issuable in the Parent Merger, which will include the Joint Proxy Statement with respect to the Post Shareholder Meeting and MAA Shareholder Meeting, and (iii) MAA shall prepare and cause matters to be submitted to the NYSE shareholders of Max at the application Max Shareholders Meeting and to the IPC shareholders at the IPC Shareholders Meeting and, subject to the first sentence of this paragraph (a), such other agreements matters as IPC and documentation necessary for the listing of the MAA Common Stock and MAA Series I Preferred Stock issuable Max elect to submit to their respective shareholders in the Parent Merger ordinary course consistent with past practice in connection with their respective annual general meetings, including the election of directors, the receipt of audited financial statements, the appointment of an auditor and the transaction of such other further business, if any, as may lawfully be brought before the meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and IPC shall prepare, together with Max, and file with the SEC a registration statement on Form S-4 (of which the NYSEJoint Proxy Statement/Prospectus shall be a part) with respect to the issuance of IPC Common Shares in the Amalgamation (such Form S-4, and any amendments or supplements thereto, the “Form S-4”). Each of Post IPC and MAA Max shall take all actions reasonably necessary to prepare and file the Joint Proxy Statement/Prospectus and the Form S-4 no later than 30 days following the date of this Agreement. In addition, each of IPC and Max shall: (i) use its commercially reasonable best efforts to (w) have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective under by the Securities Act as promptly as practicable after such filingSEC, (x) ensure that to keep the Form S-4 complies in all material respects with effective as long as is necessary to consummate the applicable provisions of Amalgamation and the Exchange Act or Securities Actother transactions contemplated hereby, (y) and to mail or deliver the Joint Proxy Statement Statement/Prospectus to its their respective shareholders as promptly as practicable after the Form S-4 is declared effective effective. IPC and Max shall, on the same day of receipt thereof (z) keep the Form S-4 effective for so long as necessary to complete the Mergers. MAA shall use its reasonable best efforts to have the application for the listing of the MAA Common Stock and the MAA Series I Preferred Stock accepted by the NYSE as promptly as is practicable following submission. Each of Post and MAA shall furnish all information as may be reasonably requested concerning itself, its Affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement and the preparation and filing of the NYSE listing application. The Form S-4, the Joint Proxy Statement and the NYSE listing application shall include all information reasonably requested by such other Party to be included therein. Each of Post and MAA shall promptly notify the other upon the receipt of any comments from the SEC or the NYSE or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement or from the NYSE for amendments or supplements to the NYSE listing application, and shallif not possible, as promptly as practicable after receipt thereof), provide the other party with copies of all correspondence between it and its Representatives, on one hand, and the SEC or the NYSE, on the other hand, and all any written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE and advise the other Party party of any oral comments with respect to the Joint Proxy Statement Statement/Prospectus or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE. Each of Post and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4 and to any comments from the NYSE with respect to the NYSE listing application. Notwithstanding the foregoing, prior to SEC; (xii) filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, or (y) submitting the NYSE listing application to the NYSE or responding to any comments of the NYSE with respect thereto, each of Post and MAA shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such document or response (including with the proposed final version of such document or response) SEC, and shall give reasonable and good faith consideration to any comments thereon made by each party will provide the other Party party with a copy of all such filings made with the SEC. None of the information supplied or its counsel and, with respect to clause (x) above, each of Post and MAA also shall have consented to be supplied by Max or IPC for inclusion or incorporation by reference in the filing and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). MAA shall advise Post, promptly after it receives notice thereof, (A) Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the time circumstances under which they were made, not misleading, and (B) Joint Proxy Statement/Prospectus will, at the date of effectiveness mailing to shareholders and at the times of the Form S-4, the issuance meetings of any stop order relating thereto or the suspension of the qualification of the MAA Common Stock and MAA Series I Preferred Stock issuable shareholders to be held in connection with the Parent Merger for offering Amalgamation, contain any untrue statement of a material fact or sale omit to state any material fact required to be stated therein or necessary in any jurisdictionorder to make the statements therein, and MAA shall use its reasonable best efforts to have any such stop order or suspension liftedin light of the circumstances under which they were made, reversed or otherwise terminated not misleading; provided that, in each case of (A) and (B), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein; (iii) cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the time Exchange Act and the NYSE listing application is acceptedSecurities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either such party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. MAA IPC and Max shall make any necessary filings with respect to the Amalgamation under the Securities Act and the Exchange Act and the rules and regulations thereunder; (iv) use commercially reasonable efforts to take any other action required to be taken under the Securities Act, the Exchange Act, NYSE rules and regulations, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the MAA Common Stock Amalgamation and the MAA Series I Preferred Stock in the Parent Merger, and Post each party shall furnish all information concerning Post it and the holders of the Post Common Stock its capital stock as may be reasonably requested in connection with any such actions. MAA shall also take action; (v) advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any other action required to be taken under stop order, the Securities Act, any applicable foreign or state securities or “blue sky” Laws and suspension of the rules and regulations thereunder qualification of the IPC Common Shares issuable in connection with the issuance Amalgamation for offering or sale in any jurisdiction, or any request by the SEC for amendment of the New MAA OP Units in Joint Proxy Statement/Prospectus or the Partnership Merger, and Post shall furnish all information concerning Post, Post LP and the holders of the Post OP Units as may be reasonably requested in connection with any such actions.Form S-4; and (bvi) If, promptly notify the other party if at any time prior to the receipt of the Post Shareholder Approval or the MAA Shareholder Approval, Effective Time it discovers any information relating to Post or MAAeither of the parties, or any of their respective Affiliatesaffiliates, should be discovered by Post officers or MAA whichdirectors, in the reasonable judgment of Post or MAA, which should be set forth in an amendment of, or a supplement to, to any of the Form S-4 or the Joint Proxy Statement, /Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers and an appropriate amendment or supplement describing such information shall be promptly notify the other Parties hereto, and Post and MAA shall cooperate in the prompt filing filed with the SEC and disseminated to the shareholders of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 andMax and IPC, to the extent required by Law, in disseminating the information contained in such amendment or supplement to shareholders of Post and the shareholders of MAA. For purposes of Section 4.15, Section 5.15 and this Section 7.1, any information concerning or related to Post, its Affiliates or the Post Shareholder Meeting will be deemed to have been provided by Post, and any information concerning or related to MAA, its Affiliates or the MAA Shareholder Meeting will be deemed to have been provided by MAA. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). (cb) Subject Max shall take all action necessary to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, Post shall, in accordance in all material respects with applicable Law and the Post Articles of Incorporation and Post Bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable, and in any event within 45 days, following the Post Shareholder Meeting. Post shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of Post entitled to vote at the Post Shareholder Meeting and, subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, to hold the Post Shareholder Meeting as soon as practicable after date upon which the Form S-4 is declared becomes effective under (the Securities Act; “Max Shareholders Meeting”) for the purpose of obtaining the Required Max Vote, provided that in no event the Max Shareholders Meeting shall Post not be required to hold the Post Shareholder Meeting held prior to the thirty-fifth (35th) third business day immediately following the date hereoflast day on which the holders of Max Common Shares can require appraisal of their Max Common Shares pursuant to the Companies Act. Post shallSubject to Section 5.4, through (i) Max shall use commercially reasonable efforts to solicit and secure the Post Board, recommend to its shareholders that they vote Required Max Vote in favor accordance with applicable legal requirements and (ii) the board of directors of Max shall include the Parent Merger, include such recommendation Max Recommendation in the Joint Proxy Statement and solicit and use its reasonable best efforts to obtain the Post Shareholder Approval, except to the extent that the Post Board shall have made a Change in Post Recommendation as permitted by Section 7.4(b) and subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(c), Post shall have the right to make one or more successive postponements or adjournments of the Post Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Post Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by Post’s shareholders prior to the Post Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent Post reasonably believes necessary in order to obtain the Post Shareholder Approval or (iv) if otherwise reasonably required by applicable Law or if the directors of Post have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable LawStatement/Prospectus. (dc) Subject IPC shall take all action necessary to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, MAA shall, in accordance in all material respects with applicable Law and the MAA Charter and MAA Bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable, and in any event within 45 days, following the MAA Shareholder Meeting. MAA shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of MAA entitled to vote at the MAA Shareholder Meeting and, subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, to hold the MAA Shareholder Meeting as soon as practicable after date upon which the Form S-4 is declared becomes effective under (the Securities Act; “IPC Shareholders Meeting”) for the purpose of obtaining the Required IPC Vote, provided that in no event the IPC Shareholders Meeting shall MAA not be required to hold the MAA Shareholder Meeting held prior to the thirty-fifth (35th) third business day immediately following the date hereoflast day on which the holders of Max Common Shares can require appraisal of their Max Common Shares pursuant to the Companies Act. MAA shallSubject to Section 5.4, through (i) IPC shall use commercially reasonable efforts to solicit and secure the MAA Board, recommend to its shareholders that they vote Required IPC Vote in favor accordance with applicable legal requirements and (ii) the board of directors of IPC shall include the Parent Merger, include such recommendation IPC Recommendation in the Joint Proxy Statement, and solicit and use its reasonable best efforts to obtain the MAA Shareholder Approval, except to the extent that the MAA Board shall have made a Change in MAA Recommendation as permitted by Section 7.4(b) and subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(d), MAA shall have the right to make one or more successive postponements or adjournments of the MAA Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the MAA Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by MAA’s shareholders prior to the MAA Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent MAA reasonably believes necessary in order to obtain the MAA Shareholder Approval or (iv) if otherwise reasonably required by applicable Law or if the directors of MAA have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable Law/Prospectus. (ed) Subject to the exercise of Post’s or MAA’s rights with respect to a Superior Proposal under Section 7.4, Post Max and MAA will IPC shall coordinate and each shall use their respective its commercially reasonable best efforts to hold cause the Post Shareholder Max Shareholders Meeting and the MAA Shareholder IPC Shareholders Meeting to be held on the same date and as soon as reasonably practicable after the date of this Agreement; provided that in no event shall Post or MAA be required to hold the Post Shareholder Meeting or MAA Shareholder Meeting, as applicable, prior to the thirty-fifth (35th) day following the date hereofdate.

Preparation of Proxy Statement; Shareholders Meetings. (a) As promptly as reasonably practicable following the date of this Agreement, (i) Post VLI and MAA KSL shall jointly prepare the Joint Proxy Statement cooperate in preliminary form for inclusion in MAA’s Form S-4 to be filed by MAA with the SEC, (ii) MAA preparing and each shall prepare and cause to be filed with the SEC mutually acceptable proxy materials which shall constitute the Joint Proxy Statement/Prospectus and VLI shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 with respect to the MAA Common Stock and the MAA Series I Preferred Stock issuable in the Parent Merger, which will include the Joint Proxy Statement with respect to the Post Shareholder Meeting and MAA Shareholder Meeting, and (iii) MAA shall prepare and cause to be submitted to the NYSE the application and other agreements and documentation necessary for the listing of the MAA Common Stock and MAA Series I Preferred Stock issuable in the Parent Merger on the NYSEas VLI's prospectus. Each of Post VLI and MAA KSL shall use its reasonable best efforts to (w) have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective under by the Securities Act SEC. VLI and KSL shall, as promptly as practicable after receipt thereof, provide each other with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and Form S-4 prior to filing such filingwith the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (xincluding by incorporation by reference) ensure that to the Joint Proxy Statement/Prospectus or the Form S-4 complies shall be made without the approval of both VLI and KSL, which approval shall not be unreasonably withheld or delayed; PROVIDED that, with respect to documents filed by a party which are incorporated by reference in all material respects with the applicable provisions of the Exchange Act Form S-4 or Securities Act, (y) mail or deliver the Joint Proxy Statement Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its respective shareholders business, financial condition or results of operations. VLI will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the VLI Unitholders, and KSL will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to KSL Shareholders, in each case as promptly as practicable after the Form S-4 is declared effective and (z) keep under the Form S-4 effective for so long as necessary to complete the Mergers. MAA shall use its reasonable best efforts to have the application for the listing of the MAA Common Stock and the MAA Series I Preferred Stock accepted by the NYSE as promptly as is practicable following submissionSecurities Act. Each of Post and MAA shall furnish all information as may be reasonably requested concerning itself, its Affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement and the preparation and filing of the NYSE listing application. The Form S-4, the Joint Proxy Statement and the NYSE listing application shall include all information reasonably requested by such other Party to be included therein. Each of Post and MAA shall promptly notify the other upon the receipt of any comments from the SEC or the NYSE or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement or from the NYSE for amendments or supplements to the NYSE listing application, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC or the NYSE, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE and party will advise the other Party of any oral comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE. Each of Post and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4 and to any comments from the NYSE with respect to the NYSE listing application. Notwithstanding the foregoing, prior to (x) filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, or (y) submitting the NYSE listing application to the NYSE or responding to any comments of the NYSE with respect thereto, each of Post and MAA shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give reasonable and good faith consideration to any comments thereon made by the other Party or its counsel and, with respect to clause (x) above, each of Post and MAA also shall have consented to the filing and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). MAA shall advise Postparty, promptly after it receives notice thereof, (A) of the time of effectiveness of when the Form S-4S-4 has become effective, the issuance of any stop order relating thereto or order, the suspension of the qualification of the MAA VLI Common Stock and MAA Series I Preferred Stock Units issuable in connection with the Parent KPP Merger for offering or sale in any jurisdiction, and MAA shall use its reasonable best efforts to have or any such stop order or suspension lifted, reversed or otherwise terminated and (B) request by the SEC for amendment of the time Joint Proxy Statement/Prospectus or the NYSE listing application is acceptedForm S-4. MAA shall take any other action required to be taken under the Securities Act, the Exchange Act, NYSE rules and regulations, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the MAA Common Stock and the MAA Series I Preferred Stock in the Parent Merger, and Post shall furnish all information concerning Post and the holders of the Post Common Stock as may be reasonably requested in connection with any such actions. MAA shall also take any other action required to be taken under the Securities Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the New MAA OP Units in the Partnership Merger, and Post shall furnish all information concerning Post, Post LP and the holders of the Post OP Units as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the receipt of the Post Shareholder Approval or the MAA Shareholder ApprovalKSL Effective Time, any information relating to Post VLI or MAAKSL, or any of their respective Affiliates, should be officers or directors, is discovered by Post VLI or MAA which, in the reasonable judgment of Post or MAA, KSL and such information should be set forth in an amendment of, or a supplement to, any to either of the Form S-4 or the Joint Proxy Statement, /Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers party discovering such information shall promptly notify the other Parties hereto, and Post and MAA shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 party hereto and, to the extent required by Lawlaw, in disseminating the information contained in such rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to shareholders of Post the KSL Shareholders and the shareholders VLI Unitholders. KSL shall use its reasonable best efforts to ensure that none of MAA. For purposes the information to be supplied by KSL or its Subsidiaries in the Joint Proxy Statement/Prospectus shall, at the time of Section 4.15, Section 5.15 the mailing of the Joint Proxy Statement/Prospectus and this Section 7.1, any information concerning amendments or related to Post, its Affiliates or the Post Shareholder Meeting will be deemed to have been provided by Postsupplements thereto, and at the time of each of the KSL Shareholders Meeting, and the VLI Unitholders Meeting, contain any information concerning untrue statement of a material fact or related omit to MAA, its Affiliates state any material fact required to be stated therein or necessary in order to make the MAA Shareholder Meeting will be deemed to have been provided by MAA. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). (c) Subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, Post shallstatements therein, in accordance the light of the circumstances under which they are made, not misleading. KSL shall use its reasonable best efforts to ensure that the Joint Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable Law laws, including the provisions of the Exchange Act and the Post Articles rules and regulations promulgated thereunder, except that no covenant is made by KSL with respect to information supplied by VLI for inclusion in any filing by KSL with the SEC. VLI shall use its reasonable best efforts to ensure that none of Incorporation the information to be supplied by the VLI Entities or their Subsidiaries in the Joint Proxy Statement/Prospectus will, at the time of the mailing of the Joint Proxy Statement/Prospectus and Post Bylawsany amendments or supplements thereto, establish and at the time of each of the KSL Shareholders Meeting and the VLI Unitholders Meeting, contain any untrue statement of a record date formaterial fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. VLI shall use its reasonable best efforts to ensure that the Joint Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable laws, including the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no covenant is made by the VLI Entities with respect to information supplied by KSL for inclusion therein. (b) KSL shall duly take all lawful action to call, give notice of, convene and hold the Post Shareholder Meeting. Post shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of Post entitled to vote at the Post Shareholder Meeting and, subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, to hold the Post Shareholder KSL Shareholders Meeting as soon as practicable after on a date determined in accordance with the Form S-4 is declared effective under mutual agreement of VLI and KSL for the Securities Act; provided that purpose of obtaining the KSL Shareholder Approval and, subject to Section 6.4, shall take all lawful action to solicit the KSL Shareholder Approval. The Board of Directors of KSL (i) shall recommend the approval and adoption of the plan of merger contained in no event this Agreement by the KSL Shareholders to the effect as set forth in Section 4.1(r) (the "KANEB RECOMMENDATION"), and (ii) shall Post be required not, unless VLI first makes a Change in the VLI Recommendation, (x) withdraw, modify or qualify (or propose to hold withdraw, modify or qualify) in any manner adverse to VLI the Post Kaneb Recommendation or (y) take any action or make any statement in connection with the KSL Shareholder Meeting inconsistent with such recommendation (collectively, a "CHANGE IN THE KANEB RECOMMENDATION"); PROVIDED, HOWEVER, that the Board of Directors of KSL may make a Change in the Kaneb Recommendation pursuant to Section 6.4 hereof. KSL agrees, in its capacity as a KPP Unitholder, that it shall cause all KPP Units beneficially owned by it or any of its Subsidiaries (whether beneficially owned as of the date hereof or acquired thereafter and prior to the thirty-fifth (35threcord date for the KPP Unitholders Meeting) day following to be present for quorum purposes at the date hereof. Post shall, through the Post Board, recommend KPP Unitholders Meeting and shall vote or cause to its shareholders that they vote be voted such KPP Units in favor of the Parent Merger, include such recommendation in the Joint Proxy Statement approval and solicit and use its reasonable best efforts to obtain the Post Shareholder Approval, except to the extent that the Post Board shall have made a Change in Post Recommendation as permitted by Section 7.4(b) and subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(c), Post shall have the right to make one or more successive postponements or adjournments adoption of the Post Shareholder Meeting (i) for KPP Merger Agreement and the absence transactions contemplated thereby, and against any Acquisition Proposal at any meeting of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure KPP Unitholders at which the Post Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to proposal may be disseminated and reviewed by Post’s shareholders prior to the Post Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent Post reasonably believes necessary in order to obtain the Post Shareholder Approval or (iv) if otherwise reasonably required by applicable Law or if the directors of Post have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable Lawconsidered. (dc) Subject VLI shall duly take all lawful action to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, MAA shall, in accordance in all material respects with applicable Law and the MAA Charter and MAA Bylaws, establish a record date for, duly call, give notice of, convene and hold the MAA Shareholder Meeting. MAA shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of MAA entitled to vote at the MAA Shareholder Meeting and, subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, to hold the MAA Shareholder VLI Unitholders Meeting as soon as practicable after on a date determined in accordance with the Form S-4 is declared effective under mutual agreement of VLI and KSL for the Securities Act; provided that purpose of obtaining the VLI Unitholders Approval and shall take all lawful action to solicit the VLI Unitholders Approval. The Board of Directors of VLI GP shall recommend the approval of the issuance of VLI Common Units in no event shall MAA be required to hold the MAA Shareholder Meeting prior KPP Merger by the VLI Unitholders to the thirty-fifth effect set forth in Section 4.2(e) (35th) day following the date hereof. MAA shall, through the MAA Board, recommend to its shareholders that they vote in favor of the Parent Merger, include such recommendation in the Joint Proxy Statement"VLI RECOMMENDATION"), and solicit and use its reasonable best efforts shall not, unless the board of directors of KSL (pursuant to obtain this Agreement) or the MAA Shareholder Approval, except board of directors of KPP GP (pursuant to the extent that the MAA Board shall have made KPP Merger Agreement) first makes a Change in MAA the Kaneb Recommendation (as permitted by Section 7.4(bdefined in this Agreement and in the KPP Merger Agreement), (x) and subject withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding Kaneb Entities the foregoing provisions of this Section 7.1(d), MAA shall have the right to make one or more successive postponements or adjournments of the MAA Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the MAA Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by MAA’s shareholders prior to the MAA Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent MAA reasonably believes necessary in order to obtain the MAA Shareholder Approval VLI Recommendation or (ivy) if otherwise reasonably required by applicable Law take any action or if make any statement in connection with the directors of MAA have determined in good faith after consultation with outside counsel that failure to do so would be VLI Unitholders Meeting inconsistent with their fiduciary duties under applicable Lawsuch recommendation (collectively, a "CHANGE IN THE VLI RECOMMENDATION"). (e) Subject to the exercise of Post’s or MAA’s rights with respect to a Superior Proposal under Section 7.4, Post and MAA will use their respective reasonable best efforts to hold the Post Shareholder Meeting and the MAA Shareholder Meeting on the same date and as soon as reasonably practicable after the date of this Agreement; provided that in no event shall Post or MAA be required to hold the Post Shareholder Meeting or MAA Shareholder Meeting, as applicable, prior to the thirty-fifth (35th) day following the date hereof.

Preparation of Proxy Statement; Shareholders Meetings. (a) As promptly as reasonably practicable following the date of this Agreement, (i) Post VLI and MAA KSL shall jointly prepare the Joint Proxy Statement cooperate in preliminary form for inclusion in MAA’s Form S-4 to be filed by MAA with the SEC, (ii) MAA preparing and each shall prepare and cause to be filed with the SEC mutually acceptable proxy materials which shall constitute the Joint Proxy Statement/Prospectus and VLI shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 with respect to the MAA Common Stock and the MAA Series I Preferred Stock issuable in the Parent Merger, which will include the Joint Proxy Statement with respect to the Post Shareholder Meeting and MAA Shareholder Meeting, and (iii) MAA shall prepare and cause to be submitted to the NYSE the application and other agreements and documentation necessary for the listing of the MAA Common Stock and MAA Series I Preferred Stock issuable in the Parent Merger on the NYSEas VLI’s prospectus. Each of Post VLI and MAA KSL shall use its reasonable best efforts to (w) have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective under by the Securities Act SEC. VLI and KSL shall, as promptly as practicable after receipt thereof, provide each other with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and Form S-4 prior to filing such filingwith the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (xincluding by incorporation by reference) ensure that to the Joint Proxy Statement/Prospectus or the Form S-4 complies shall be made without the approval of both VLI and KSL, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party which are incorporated by reference in all material respects with the applicable provisions of the Exchange Act Form S-4 or Securities Act, (y) mail or deliver the Joint Proxy Statement Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its respective shareholders business, financial condition or results of operations. VLI will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the VLI Unitholders, and KSL will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to KSL Shareholders, in each case as promptly as practicable after the Form S-4 is declared effective and (z) keep under the Form S-4 effective for so long as necessary to complete the Mergers. MAA shall use its reasonable best efforts to have the application for the listing of the MAA Common Stock and the MAA Series I Preferred Stock accepted by the NYSE as promptly as is practicable following submissionSecurities Act. Each of Post and MAA shall furnish all information as may be reasonably requested concerning itself, its Affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement and the preparation and filing of the NYSE listing application. The Form S-4, the Joint Proxy Statement and the NYSE listing application shall include all information reasonably requested by such other Party to be included therein. Each of Post and MAA shall promptly notify the other upon the receipt of any comments from the SEC or the NYSE or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement or from the NYSE for amendments or supplements to the NYSE listing application, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC or the NYSE, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE and party will advise the other Party of any oral comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE. Each of Post and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4 and to any comments from the NYSE with respect to the NYSE listing application. Notwithstanding the foregoing, prior to (x) filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, or (y) submitting the NYSE listing application to the NYSE or responding to any comments of the NYSE with respect thereto, each of Post and MAA shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give reasonable and good faith consideration to any comments thereon made by the other Party or its counsel and, with respect to clause (x) above, each of Post and MAA also shall have consented to the filing and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). MAA shall advise Postparty, promptly after it receives notice thereof, (A) of the time of effectiveness of when the Form S-4S-4 has become effective, the issuance of any stop order relating thereto or order, the suspension of the qualification of the MAA VLI Common Stock and MAA Series I Preferred Stock Units issuable in connection with the Parent KPP Merger for offering or sale in any jurisdiction, and MAA shall use its reasonable best efforts to have or any such stop order or suspension lifted, reversed or otherwise terminated and (B) request by the SEC for amendment of the time Joint Proxy Statement/Prospectus or the NYSE listing application is acceptedForm S-4. MAA shall take any other action required to be taken under the Securities Act, the Exchange Act, NYSE rules and regulations, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the MAA Common Stock and the MAA Series I Preferred Stock in the Parent Merger, and Post shall furnish all information concerning Post and the holders of the Post Common Stock as may be reasonably requested in connection with any such actions. MAA shall also take any other action required to be taken under the Securities Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the New MAA OP Units in the Partnership Merger, and Post shall furnish all information concerning Post, Post LP and the holders of the Post OP Units as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the receipt of the Post Shareholder Approval or the MAA Shareholder ApprovalKSL Effective Time, any information relating to Post VLI or MAAKSL, or any of their respective Affiliates, should be officers or directors, is discovered by Post VLI or MAA which, in the reasonable judgment of Post or MAA, KSL and such information should be set forth in an amendment of, or a supplement to, any to either of the Form S-4 or the Joint Proxy Statement, /Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers party discovering such information shall promptly notify the other Parties hereto, and Post and MAA shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 party hereto and, to the extent required by Lawlaw, in disseminating the information contained in such rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to shareholders of Post the KSL Shareholders and the shareholders VLI Unitholders. KSL shall use its reasonable best efforts to ensure that none of MAA. For purposes the information to be supplied by KSL or its Subsidiaries in the Joint Proxy Statement/Prospectus shall, at the time of Section 4.15, Section 5.15 the mailing of the Joint Proxy Statement/Prospectus and this Section 7.1, any information concerning amendments or related to Post, its Affiliates or the Post Shareholder Meeting will be deemed to have been provided by Postsupplements thereto, and at the time of each of the KSL Shareholders Meeting, and the VLI Unitholders Meeting, contain any information concerning untrue statement of a material fact or related omit to MAA, its Affiliates state any material fact required to be stated therein or necessary in order to make the MAA Shareholder Meeting will be deemed to have been provided by MAA. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). (c) Subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, Post shallstatements therein, in accordance the light of the circumstances under which they are made, not misleading. KSL shall use its reasonable best efforts to ensure that the Joint Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable Law laws, including the provisions of the Exchange Act and the Post Articles rules and regulations promulgated thereunder, except that no covenant is made by KSL with respect to information supplied by VLI for inclusion in any filing by KSL with the SEC. VLI shall use its reasonable best efforts to ensure that none of Incorporation the information to be supplied by the VLI Entities or their Subsidiaries in the Joint Proxy Statement/Prospectus will, at the time of the mailing of the Joint Proxy Statement/Prospectus and Post Bylawsany amendments or supplements thereto, establish and at the time of each of the KSL Shareholders Meeting and the VLI Unitholders Meeting, contain any untrue statement of a record date formaterial fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. VLI shall use its reasonable best efforts to ensure that the Joint Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable laws, including the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no covenant is made by the VLI Entities with respect to information supplied by KSL for inclusion therein. (b) KSL shall duly take all lawful action to call, give notice of, convene and hold the Post Shareholder Meeting. Post shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of Post entitled to vote at the Post Shareholder Meeting and, subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, to hold the Post Shareholder KSL Shareholders Meeting as soon as practicable after on a date determined in accordance with the Form S-4 is declared effective under mutual agreement of VLI and KSL for the Securities Act; provided that purpose of obtaining the KSL Shareholder Approval and, subject to Section 6.4, shall take all lawful action to solicit the KSL Shareholder Approval. The Board of Directors of KSL (i) shall recommend the approval and adoption of the plan of merger contained in no event this Agreement by the KSL Shareholders to the effect as set forth in Section 4.1(r) (the “Kaneb Recommendation”), and (ii) shall Post be required not, unless VLI first makes a Change in the VLI Recommendation, (x) withdraw, modify or qualify (or propose to hold withdraw, modify or qualify) in any manner adverse to VLI the Post Kaneb Recommendation or (y) take any action or make any statement in connection with the KSL Shareholder Meeting inconsistent with such recommendation (collectively, a “Change in the Kaneb Recommendation”); provided, however, that the Board of Directors of KSL may make a Change in the Kaneb Recommendation pursuant to Section 6.4 hereof. KSL agrees, in its capacity as a KPP Unitholder, that it shall cause all KPP Units beneficially owned by it or any of its Subsidiaries (whether beneficially owned as of the date hereof or acquired thereafter and prior to the thirty-fifth (35threcord date for the KPP Unitholders Meeting) day following to be present for quorum purposes at the date hereof. Post shall, through the Post Board, recommend KPP Unitholders Meeting and shall vote or cause to its shareholders that they vote be voted such KPP Units in favor of the Parent Merger, include such recommendation in the Joint Proxy Statement approval and solicit and use its reasonable best efforts to obtain the Post Shareholder Approval, except to the extent that the Post Board shall have made a Change in Post Recommendation as permitted by Section 7.4(b) and subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(c), Post shall have the right to make one or more successive postponements or adjournments adoption of the Post Shareholder Meeting (i) for KPP Merger Agreement and the absence transactions contemplated thereby, and against any Acquisition Proposal at any meeting of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure KPP Unitholders at which the Post Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to proposal may be disseminated and reviewed by Post’s shareholders prior to the Post Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent Post reasonably believes necessary in order to obtain the Post Shareholder Approval or (iv) if otherwise reasonably required by applicable Law or if the directors of Post have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable Lawconsidered. (dc) Subject VLI shall duly take all lawful action to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, MAA shall, in accordance in all material respects with applicable Law and the MAA Charter and MAA Bylaws, establish a record date for, duly call, give notice of, convene and hold the MAA Shareholder Meeting. MAA shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of MAA entitled to vote at the MAA Shareholder Meeting and, subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, to hold the MAA Shareholder VLI Unitholders Meeting as soon as practicable after on a date determined in accordance with the Form S-4 is declared effective under mutual agreement of VLI and KSL for the Securities Act; provided that purpose of obtaining the VLI Unitholders Approval and shall take all lawful action to solicit the VLI Unitholders Approval. The Board of Directors of VLI GP shall recommend the approval of the issuance of VLI Common Units in no event shall MAA be required to hold the MAA Shareholder Meeting prior KPP Merger by the VLI Unitholders to the thirty-fifth effect set forth in Section 4.2(e) (35th) day following the date hereof. MAA shall, through the MAA Board, recommend to its shareholders that they vote in favor of the Parent Merger, include such recommendation in the Joint Proxy Statement“VLI Recommendation”), and solicit and use its reasonable best efforts shall not, unless the board of directors of KSL (pursuant to obtain this Agreement) or the MAA Shareholder Approval, except board of directors of KPP GP (pursuant to the extent that the MAA Board shall have made KPP Merger Agreement) first makes a Change in MAA the Kaneb Recommendation (as permitted by Section 7.4(bdefined in this Agreement and in the KPP Merger Agreement), (x) and subject withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding Kaneb Entities the foregoing provisions of this Section 7.1(d), MAA shall have the right to make one or more successive postponements or adjournments of the MAA Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the MAA Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by MAA’s shareholders prior to the MAA Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent MAA reasonably believes necessary in order to obtain the MAA Shareholder Approval VLI Recommendation or (ivy) if otherwise reasonably required by applicable Law take any action or if make any statement in connection with the directors of MAA have determined in good faith after consultation with outside counsel that failure to do so would be VLI Unitholders Meeting inconsistent with their fiduciary duties under applicable Lawsuch recommendation (collectively, a “Change in the VLI Recommendation”). (e) Subject to the exercise of Post’s or MAA’s rights with respect to a Superior Proposal under Section 7.4, Post and MAA will use their respective reasonable best efforts to hold the Post Shareholder Meeting and the MAA Shareholder Meeting on the same date and as soon as reasonably practicable after the date of this Agreement; provided that in no event shall Post or MAA be required to hold the Post Shareholder Meeting or MAA Shareholder Meeting, as applicable, prior to the thirty-fifth (35th) day following the date hereof.

Preparation of Proxy Statement; Shareholders Meetings. (a) As promptly as reasonably practicable following the date of this Agreementhereof, (i) Post SPSS and MAA ShowCase shall jointly prepare and file with the SEC mutually acceptable proxy materials which shall constitute the Joint Proxy Statement in preliminary form for inclusion in MAA’s Form S-4 to be filed by MAA with Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the SEC, (ii"Joint Proxy Statement/Prospectus") MAA and SPSS shall prepare and cause to be filed with the SEC the file a registration statement on Form S-4 with respect to the MAA issuance of SPSS Common Stock and the MAA Series I Preferred Stock issuable in the Parent Merger, which Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will include be included in and will constitute a part of the Form S-4 as SPSS's prospectus. The Form S- 4 and the Joint Proxy Statement with respect Statement/Prospectus shall comply as to the Post Shareholder Meeting and MAA Shareholder Meeting, and (iii) MAA shall prepare and cause to be submitted to the NYSE the application and other agreements and documentation necessary for the listing of the MAA Common Stock and MAA Series I Preferred Stock issuable in the Parent Merger on the NYSE. Each of Post and MAA shall use its reasonable best efforts to (w) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (x) ensure that the Form S-4 complies form in all material respects with the applicable provisions of the Exchange Act or Securities Act, (y) mail or deliver and the Joint Proxy Statement to its respective shareholders as promptly as practicable after Exchange Act and the Form S-4 is declared effective rules and (z) keep the Form S-4 effective for so long as necessary to complete the Mergersregulations thereunder. MAA Each of SPSS and ShowCase shall use its reasonable best efforts to have the application for the listing of the MAA Common Stock and the MAA Series I Preferred Stock accepted Form S-4 declared effective by the NYSE as promptly as is practicable following submission. Each of Post SEC and MAA shall furnish all information as may be reasonably requested concerning itself, its Affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of keep the Form S-4 and Joint Proxy Statement effective as long as is necessary to consummate the Merger and the preparation transactions contemplated thereby. SPSS and filing of the NYSE listing application. The Form S-4, the Joint Proxy Statement and the NYSE listing application shall include all information reasonably requested by such other Party to be included therein. Each of Post and MAA shall promptly notify the other upon the receipt of any comments from the SEC or the NYSE or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement or from the NYSE for amendments or supplements to the NYSE listing application, and ShowCase shall, as promptly as practicable after receipt thereof, provide the other with party copies of all correspondence between it any written comments and its Representatives, on one hand, and the SEC or the NYSE, on advise the other handparty of any oral comments, and all written comments with respect to the Joint Proxy Statement or the Form S-4 /Prospectus received from the SEC or to the NYSE listing application from the NYSE and advise the other Party of any oral comments SEC. SPSS will provide ShowCase with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE. Each of Post and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and MAA shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4 and to any comments from the NYSE with respect to the NYSE listing application. Notwithstanding the foregoing, prior to (x) filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, or (y) submitting the NYSE listing application to the NYSE or responding to any comments of the NYSE with respect thereto, each of Post and MAA shall cooperate and provide the other a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such document with the SEC, and will provide ShowCase with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or response supplement (including the proposed final version of such document or responseby incorporation by reference) and shall give reasonable and good faith consideration to any comments thereon made by the other Party or its counsel and, with respect to clause (x) above, each of Post and MAA also shall have consented to the filing and mailing contemplated therein (Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both parties, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed). MAA shall advise Post; provided, promptly after it receives notice thereof, (A) of the time of effectiveness of that with respect to documents filed by a party which are incorporated by reference in the Form S-4S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the issuance other party or its business, financial condition or results of any stop order relating thereto or the suspension of the qualification of the MAA Common Stock operations; and MAA Series I Preferred Stock issuable provided, further, that SPSS, in connection with a Change in the Parent Merger for offering or sale in any jurisdictionSPSS Recommendation, and MAA ShowCase, in connection with a Change in the ShowCase Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. A "Qualifying Amendment" means an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the SPSS Recommendation or a Change in the ShowCase Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of SPSS or ShowCase (as the case may be) for making such Change in the SPSS Recommendation or Change in the ShowCase Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing. SPSS will use its reasonable best efforts to have any such stop order or suspension liftedcause the Joint Proxy Statements/Prospectus to be mailed to SPSS stockholders, reversed or otherwise terminated and (B) of ShowCase will use reasonable best efforts to cause the time Joint Proxy Statement/Prospectus to be mailed to ShowCase's shareholders, in each case after the NYSE listing application Form S-4 is accepteddeclared effective under the Securities Act. MAA SPSS shall also take any action (other action than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under the Securities Act, the Exchange Act, NYSE rules and regulations, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder laws in connection with the issuance of the MAA Common Stock Share Issuance and the MAA Series I Preferred Stock in the Parent Merger, and Post ShowCase shall furnish all information concerning Post ShowCase and the holders of the Post ShowCase Common Stock as may be reasonably requested in connection with any such actionsaction. MAA shall also take Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any other action required to be taken under stop order, the Securities Act, any applicable foreign or state securities or “blue sky” Laws and suspension of the rules and regulations thereunder qualification of the SPSS Common Stock issuable in connection with the issuance Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the New MAA OP Units in Joint Proxy Statement/Prospectus or the Partnership Merger, and Post shall furnish all information concerning Post, Post LP and the holders of the Post OP Units as may be reasonably requested in connection with any such actions. (b) If, Form S-4. If at any time prior to the receipt of the Post Shareholder Approval or the MAA Shareholder Approval, Effective Time any information relating to Post SPSS or MAAShowCase, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by Post SPSS or MAA which, in the reasonable judgment of Post or MAA, ShowCase which should be set forth in an amendment of, or a supplement to, to any of the Form S-4 or the Joint Proxy Statement, /Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Parties hereto, and Post and MAA shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 party hereto and, to the extent required by Lawlaw, in disseminating the information contained in such rules or regulations, an appropriate amendment or supplement to shareholders of Post describing such information shall be promptly filed with the SEC and the shareholders of MAA. For purposes of Section 4.15, Section 5.15 and this Section 7.1, any information concerning or related to Post, its Affiliates or the Post Shareholder Meeting will be deemed to have been provided by Post, and any information concerning or related to MAA, its Affiliates or the MAA Shareholder Meeting will be deemed to have been provided by MAA. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). (c) Subject disseminated to the exercise stockholders of Post’s rights with respect to a Superior Proposal under Section 7.4, Post shall, in accordance in all material respects with applicable Law SPSS and the Post Articles of Incorporation and Post Bylaws, establish a record date for, duly call, give notice of, convene and hold the Post Shareholder Meeting. Post shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of Post entitled to vote at the Post Shareholder Meeting and, subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4, to hold the Post Shareholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act; provided that in no event shall Post be required to hold the Post Shareholder Meeting prior to the thirty-fifth (35th) day following the date hereof. Post shall, through the Post Board, recommend to its shareholders that they vote in favor of the Parent Merger, include such recommendation in the Joint Proxy Statement and solicit and use its reasonable best efforts to obtain the Post Shareholder Approval, except to the extent that the Post Board shall have made a Change in Post Recommendation as permitted by Section 7.4(b) and subject to the exercise of Post’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(c), Post shall have the right to make one or more successive postponements or adjournments of the Post Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Post Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by Post’s shareholders prior to the Post Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent Post reasonably believes necessary in order to obtain the Post Shareholder Approval or (iv) if otherwise reasonably required by applicable Law or if the directors of Post have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable LawShowCase. (d) Subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, MAA shall, in accordance in all material respects with applicable Law and the MAA Charter and MAA Bylaws, establish a record date for, duly call, give notice of, convene and hold the MAA Shareholder Meeting. MAA shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of MAA entitled to vote at the MAA Shareholder Meeting and, subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4, to hold the MAA Shareholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act; provided that in no event shall MAA be required to hold the MAA Shareholder Meeting prior to the thirty-fifth (35th) day following the date hereof. MAA shall, through the MAA Board, recommend to its shareholders that they vote in favor of the Parent Merger, include such recommendation in the Joint Proxy Statement, and solicit and use its reasonable best efforts to obtain the MAA Shareholder Approval, except to the extent that the MAA Board shall have made a Change in MAA Recommendation as permitted by Section 7.4(b) and subject to the exercise of MAA’s rights with respect to a Superior Proposal under Section 7.4. Notwithstanding the foregoing provisions of this Section 7.1(d), MAA shall have the right to make one or more successive postponements or adjournments of the MAA Shareholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the MAA Board has determined in good faith after consultation with outside counsel is reasonably necessary under Law and for such supplemental or amended disclosure to be disseminated and reviewed by MAA’s shareholders prior to the MAA Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies to the extent MAA reasonably believes necessary in order to obtain the MAA Shareholder Approval or (iv) if otherwise reasonably required by applicable Law or if the directors of MAA have determined in good faith after consultation with outside counsel that failure to do so would be inconsistent with their fiduciary duties under applicable Law. (e) Subject to the exercise of Post’s or MAA’s rights with respect to a Superior Proposal under Section 7.4, Post and MAA will use their respective reasonable best efforts to hold the Post Shareholder Meeting and the MAA Shareholder Meeting on the same date and as soon as reasonably practicable after the date of this Agreement; provided that in no event shall Post or MAA be required to hold the Post Shareholder Meeting or MAA Shareholder Meeting, as applicable, prior to the thirty-fifth (35th) day following the date hereof.