Common use of Proxy Statement; Stockholder Meeting Clause in Contracts

Proxy Statement; Stockholder Meeting. (a) Company and each of Parent and Newco shall prepare and file, or shall cause to be prepared and filed, with the SEC those documents, schedules and amendments and supplements thereto required to be filed with respect to the transactions contemplated by this Agreement. Company, acting through its Board of Directors, shall, if necessary, cause a meeting of its stockholders (the "Stockholders Meeting") to be duly called (including establishing the record date, if requested, to be the date immediately after the date Newco first purchases any shares of Company Common Stock pursuant to the Offer) and shall give notice of, convene and hold the Stockholders Meeting as soon as practicable, and at such time and place designated by Parent, for the purpose of approving the Merger, this Agreement and any other actions contemplated hereby which required the approval of Company's stockholders. Company shall recommend to its stockholders approval of the Merger and take all reasonable actions necessary to solicit such approval. Company shall use its best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, shall respond promptly to any comments of the SEC relating to any preliminary proxy statement regarding the Merger and the other transactions contemplated by this Agreement and to cause the Proxy Statement to be mailed to its stockholders, all at the earliest practicable time. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Statement or any other filing required to be made with the SEC with respect to the Proxy Statement or the Stockholders Meeting, each party shall promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to Company's stockholders such amendment or supplement. The Proxy Statement and all amendments and supplements thereto shall comply with applicable law and be in form and substance satisfactory to each of Parent and Company. Company, acting through its Board of Directors, shall include in the Proxy Statement the recommendation of its Board of Directors that stockholders of Company vote in favor of the approval and adoption of this Agreement and the Merger. Company shall use its best efforts to solicit from stockholders of Company proxies in favor of such approval and adoption and shall take all other actions necessary or, in the reasonable judgment of Parent, advisable to secure the vote or consent of the Company's stockholders required by the DGCL to effect the Merger.

Proxy Statement; Stockholder Meeting. (a) Company Reasonably promptly after the Effective Date, the Manager and each of Parent and Newco the REIT shall prepare and file, or the REIT shall cause to be prepared and filed, file with the SEC those documents, schedules Securities and amendments and supplements thereto required to be filed with respect to the transactions contemplated by this Agreement. Company, acting through its Board of Directors, shall, if necessary, cause Exchange Commission ("SEC") a proxy statement on Schedule 14A for a meeting of its stockholders of the REIT (as amended or supplemented, the "Stockholders MeetingProxy Statement") to be duly called (including establishing ). The Manager and the record date, if requested, to be the date immediately after the date Newco first purchases any shares of Company Common Stock pursuant to the Offer) and REIT shall give notice of, convene and hold the Stockholders Meeting as soon as practicable, and at such time and place designated by Parent, for the purpose of approving the Merger, this Agreement and any other actions contemplated hereby which required the approval of Company's stockholders. Company shall recommend to its stockholders approval of the Merger and take all reasonable actions necessary to solicit such approval. Company shall use its best efforts to obtain and furnish the information required to be included by it include in the Proxy Statement and, after consultation with Parent, shall respond promptly a proposal or proposals for or relating to any comments the approval of the SEC relating to any preliminary proxy statement regarding the Merger Transactions and the Transaction Documents, including the issuance of the REIT Stock as required by the NYSE Listed Company Manual, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other transactions contemplated than the votes of shares owned of record or beneficially by this Agreement the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and to the REIT shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Law. The Contributors shall furnish all required information concerning themselves, the Manager and their Affiliates to the REIT and provide such other assistance as may be mailed reasonably requested in connection with the preparation of the Proxy Statement. Prior to its stockholdersfiling the Proxy Statement or any amendment or supplement thereto, all the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed filing solely with respect to the REIT Stockholder Approval and any information relating to the Contributors. If, at any time prior to the earliest practicable time. Whenever Closing Date, any event occurs which information should be discovered by the REIT, on the one hand, or the Manager or the Contributors, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any other filing material fact required to be made stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the REIT with the SEC with respect and, to the Proxy Statement or extent required by applicable Law, disseminated by the Stockholders Meeting, each party shall promptly inform REIT to the other of such occurrence and cooperate in filing with the SEC and/or mailing to Company's stockholders such amendment or supplement. The Proxy Statement and all amendments and supplements thereto shall comply with applicable law and be in form and substance satisfactory to each of Parent and Company. Company, acting through its Board of Directors, shall include in the Proxy Statement the recommendation of its Board of Directors that stockholders of Company vote in favor of the approval and adoption of this Agreement and the Merger. Company shall use its best efforts to solicit from stockholders of Company proxies in favor of such approval and adoption and shall take all other actions necessary or, in the reasonable judgment of Parent, advisable to secure the vote or consent of the Company's stockholders required by the DGCL to effect the MergerREIT.