REIT Stockholder Approval. As soon as practicable after the Execution Date, the REIT shall prepare and file with the Securities and Exchange Commission (the "SEC"), a proxy statement and related proxy materials (the "REIT Proxy Statement") prepared in accordance with Section 14(a) under the Exchange Act and the rules and regulations promulgated thereunder in order to solicit the approval of the REIT's stockholders of the issuance of the REIT Stock in the Exchange Offer, upon exchange of LP Units, and pursuant to the Pima Mortgage Merger, the Pima Realty Merger, and the Associates Merger. The REIT shall use its best efforts to respond to any comments by the SEC regarding the REIT Proxy Statement, and to receive notification or confirmation, from staff of the SEC that they have no comments or no further comments on the REIT Proxy Statement. The REIT will use its best efforts to mail the REIT Proxy Statement to its stockholders as soon as practicable following the later of (i) notification (or confirmation) by the SEC that it will have no comments or no further comments on the REIT Proxy Statement and (ii) the Commitment Date. Such meeting of the stockholders of the REIT shall be held in accordance with the laws of the State of Maryland on or before the Expiration Date or as soon thereafter as is practicable. The REIT, acting through its Board of Directors, shall recommend to its stockholders approval of the issuance of REIT Stock as contemplated by this Combination Agreement and the Amended Partnership Agreement, and shall solicit proxies in favor of such approval and shall vote all proxies in accordance with the instructions thereon at the meeting of the REIT's stockholders; provided, however, that such recommendation and solicitation may be withdrawn, modified, or amended by the Board of Directors if it determines in good faith to do so in the exercise of the directors' fiduciary duties, based upon the written advice of counsel.
REIT Stockholder Approval. The issuance and sale of the Shares hereunder and all other actions contemplated hereby that require the approval of holders of the REIT Common Stock shall have been approved and adopted by the affirmative vote of the holders of a majority of the outstanding shares of REIT Common Stock present and entitled to vote thereon.
