Common use of Preparation of the Proxy Statement; Seller Stockholders Meeting Clause in Contracts

Preparation of the Proxy Statement; Seller Stockholders Meeting. (a) The parties shall cooperate and promptly prepare, and Seller shall file with the SEC as soon as practicable a proxy statement with respect to the meeting of the stockholders of Seller in connection with the Merger and Charter Amendments (the "Proxy Statement"). The parties shall cooperate -36- 45 and promptly prepare and the appropriate party shall file with the SEC as soon as practicable any other filings required under the Exchange Act ("Additional Filings"), including a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger to be filed jointly by Seller, Parent and Buyer, together with any required amendments thereto. To the extent the Seller Partnership has received the Seller Partner Approval in the form of valid written consents executed by partners of the Seller Partnership promptly after the date hereof, Seller Partnership and Parent shall jointly promptly prepare an Information Statement of Seller Partnership and Parent for use in connection with the offering of units of limited liability company interest in Parent (the "Information Statement). To the extent the Seller Partnership has not received the Seller Partner Approval in the form of valid written consents executed by partners of the Seller Partnership promptly after the date hereof, Seller Partnership and Parent shall jointly and promptly prepare a Consent Solicitation Statement soliciting the written consent of the holders of Seller OP Units to the adoption of this Agreement and the approval of the Partnership Merger (the "Consent Solicitation Statement"), which Consent Solicitation Statement shall contain a description of the terms of the Class A Preferred Units and the Class B Units and the recommendation of Seller General Partner's Board of Directors that the holders of Seller OP Units consent to the adoption of this Agreement and the approval of the Partnership Merger. Each of Seller, Seller Partnership, Parent, Buyer and Buyer Operating Partnership agrees that the information provided by it for inclusion in the Proxy Statement, the Additional Filings, the Information Statement, Consent Solicitation Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of stockholders of Seller and at the time of the taking of consent in respect of the Seller Partner Approval, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent, Buyer and Buyer Operating Partnership shall, with respect to the Seller Partner Approval and the offering of units of limited liability interests in Parent to holders of Seller OP Units, comply with Regulation D of the Securities Act, as applicable. Seller will use its reasonable best efforts, and Parent, Buyer and Buyer Operating Partnership will cooperate with Seller to (i) file a preliminary Proxy Statement with the SEC and (ii) cause the Proxy Statement to be mailed to Seller's stockholders, in each case, as promptly as practicable (including clearing the Proxy Statement with the SEC) following receipt by Seller of written certification from the lender under the Financing Commitment that it has received and reviewed the environmental reviews, engineering reports, title reports, surveys and appraisal reports with respect to substantially all (based on the aggregate value of the Seller Properties) of the Seller Properties for which it desires such reports (collectively, the "Property Reports"), provided that the termination date of the Financing Commitment shall be later than 12 days from the date the Proxy Statement was otherwise to be mailed to Seller's stockholders; and provided, further, that the parties acknowledge that any of such reports may be updated or supplemented from time to time prior to Closing. Seller will use its reasonable best efforts, and Parent, Buyer and Buyer Operating Partnership will cooperate with Seller, to cause the Information Statement or Consent Solicitation Statement, as applicable, to be mailed to the Seller Unit Holders as promptly as practicable after the SEC has cleared the Proxy Statement and it has been mailed to Seller's stockholders. Seller will notify Buyer promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or the Additional Filings or for additional information and will supply Buyer with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Proxy Statement or the Additional Filings. The parties shall cooperate to cause the Proxy Statement, the Information Statement, Consent Solicitation Statement and any Additional Filings to comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Additional Filings, or the Information Statement or Consent Solicitation Statement, Seller on the one hand, and Parent and Buyer on the other hand, shall

Preparation of the Proxy Statement; Seller Stockholders Meeting. (a) The parties shall cooperate and promptly prepare, prepare and Seller shall file with the SEC as soon as practicable a proxy statement with respect to the meeting of the stockholders of Seller in connection with the Merger and Charter Amendments (the "Proxy Statement"). The parties shall cooperate -36- 45 and promptly prepare and the appropriate party shall file with the SEC as soon as practicable any other filings required under the Exchange Act ("Additional Filings"), including without limitation, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger to be filed jointly by Seller, Parent and Buyer, together with any required amendments thereto. To the extent the Seller Partnership has received the Seller Partner Approval in the form of valid written consents executed by partners of the Seller Partnership promptly after the date hereof, Seller Partnership The parties shall cooperate and Parent shall jointly promptly prepare an a Consent Solicitation/Information Statement of Seller Partnership and Parent for use in connection with the solicitation of consents to the matters described in the definition of Seller Partner Approval and the offering of units of limited liability company partnership interest in Parent (the "Information Statement). To the extent the Seller Partnership has not received the Seller Partner Approval in the form of valid written consents executed by partners of the Seller Partnership promptly after the date hereof, Seller Partnership and Parent shall jointly and promptly prepare a Consent Solicitation Statement soliciting the written consent of the holders of Seller OP Units to the adoption of this Agreement and the approval of the Partnership Merger (the "Consent Solicitation Statement"), which Consent Solicitation Statement shall contain a description of the terms of the Class A Preferred Units and the Class B Units and the recommendation of Seller General Partner's Board of Directors that the holders of Seller OP Units consent to the adoption of this Agreement and the approval of the Partnership Merger. Each of Seller, Seller Partnership, Parent, Buyer and Buyer Operating Partnership agrees that the information provided by it for inclusion in the Proxy Statement, the Additional Filings, the Information Statement, Consent Solicitation Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of stockholders of Seller and at the time of the taking of consent in respect of the Seller Partner Approval, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent, Buyer and Buyer Operating Partnership shall, with respect to the Seller Partner Approval and the offering of units of limited liability interests partnership interest in Parent to holders of Seller OP Units, comply with Regulation D of the Securities Act, as applicable. Seller will use its reasonable best efforts, and Parent, Buyer and Buyer Operating Partnership will cooperate with Seller to (i) file a preliminary Proxy Statement with the SEC and (ii) cause the Proxy Statement to be mailed to Seller's stockholders, in each case, as promptly as practicable (including clearing the Proxy Statement with the SEC) following receipt by Seller of written certification from the lender under the Financing Commitment that it has received and reviewed the environmental reviews, engineering reports, title reports, surveys and appraisal reports with respect to substantially all (based on the aggregate value of the Seller Properties) of the Seller Properties for which it desires such reports (collectively, the "Property Reports"), provided that the termination date of the Financing Commitment shall be later than 12 days from the date the Proxy Statement was otherwise to be mailed to Seller's stockholders; and provided, further, that the parties acknowledge that any of such reports may be updated or supplemented from time to time prior to Closing. Seller will use its reasonable best efforts, and Parent, Buyer and Buyer Operating Partnership will cooperate with Seller, to cause the Information Statement or Consent Solicitation Statement, as applicable, Statement to be mailed to the Seller Unit Holders as promptly as practicable after the SEC has cleared the Proxy Statement and it has been mailed to Seller's stockholdersStatement. Seller will notify Buyer promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or the Additional Filings or for additional information and will supply Buyer with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Proxy Statement or the Additional Filings. The parties shall cooperate to cause the Proxy Statement, the Information Statement, Consent Solicitation Statement and any Additional Filings to comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Additional Filings, Filings or the Information Statement or Consent Solicitation Statement, Seller on the one hand, and Parent and Buyer on the other hand, shallshall promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to the stockholders of Seller or holders of Seller OP Units, as applicable, such amendment or supplement to the Proxy Statement or the Consent Solicitation Statement.