Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. As soon as practicable following the date of this Agreement, the Company and Acquiror shall prepare and file with the SEC a preliminary Proxy Statement in form and substance satisfactory to each of Acquiror and the Company, and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of the Company and Acquiror shall use commercially reasonable efforts to (i) respond to any comments of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each of the Company and Acquiror will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's shareholders or Acquiror's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall 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 Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror in favor of the issuance of Acquiror Common Stock and of the Board of Trust Managers of the Company in favor of the Merger, provided that (i) the recommendation of the Board of Trust Managers of the Company may not be included or may be withdrawn if the Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction in accordance with the terms of SECTION 7.1; and (ii) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the Company's shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5.

Shareholders Meeting. As soon promptly as reasonably practicable following the date of this Agreement, (i) the Company and Acquiror shall prepare and file with the SEC a preliminary Proxy Statement in form and substance satisfactory to each of Acquiror (ii) the Company and the Company, and Acquiror Parent shall jointly prepare and file with the SEC a Rule 13E-3 transaction statement on Schedule 13E-3, with each to be filed concurrently. Each of Parent and the Registration StatementCompany shall furnish to the other party all information concerning, in which the case of Parent, the Parent Parties, and in the case of the Company, the Company and its Affiliates, that is required or reasonable to be included in the Proxy Statement will be included as a prospectus. Each and Schedule 13E-3 and shall promptly provide such other assistance in connection with the preparation, filing and distribution of the Company Proxy Statement and Acquiror Schedule 13E-3 as may be reasonably requested by the other party from time to time. The parties shall use commercially their respective reasonable best efforts to (i) respond to any comments of have the Proxy Statement and Schedule 13E-3 cleared by the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each of the Company and Acquiror will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's shareholders or Acquiror's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawnfiling. Each party will shall promptly notify the other promptly of party upon the receipt of any comments from the SEC and or the staff of the SEC regarding the Proxy Statement, Schedule 13E-3 or any Other Required Filing or any request by from the SEC or the staff of the SEC for amendments or supplements to the Registration Statement Proxy Statement, Schedule 13E-3 or the Proxy Statement or for additional information and will supply any Other Required Filing. Each party shall promptly provide the other party with copies of all correspondence between such party or any of and its representatives Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Proxy Statement, the Schedule 13E-3, any Other Required Filing or the transactions contemplated by this Agreement. Each party shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement or the Proxy StatementSchedule 13E-3. The Registration Statement and the Proxy 25 31 Statement shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required Prior to be set forth in an amendment filing or supplement to the Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror in favor of the issuance of Acquiror Common Stock and of the Board of Trust Managers of the Company in favor of the Merger, provided that (i) the recommendation of the Board of Trust Managers of the Company may not be included or may be withdrawn if the Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction in accordance with the terms of SECTION 7.1; and (ii) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and Schedule 13E-3 or responding to any comments of the Registration StatementSEC (or the staff of the SEC) with respect thereto, Acquiror the Company and Parent, as applicable, shall use provide the other party with a reasonable efforts opportunity to cause review and to be delivered propose comments on such document or response, in each case except to the Company prior extent prohibited by Law or to the mailing of the Proxy Statement extent relating to Acquiror's shareholders a Competing Proposal, which comments such party shall consider and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on include or before the Closing Date, Acquiror was organized and has operated incorporate in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture such documents or limited liability company has been during and since formation, and continues to be, treated as of responses unless such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporationparty objects thereto in good faith. In connection with the preparation of The Company shall cause the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause Schedule 13E-3 to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement disseminated to the Company's ’s shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity definitive form as promptly as reasonably practicable following clearance thereof with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5SEC.

Shareholders Meeting. As (a) The Company shall, in accordance with applicable Law and the Company’s Articles of Incorporation and Bylaws, duly call, give notice of, convene and hold a special meeting of its shareholders (the “Special Meeting”) as soon as practicable following the date execution of this Agreement for the purpose of considering and taking action upon this Agreement, . (b) Parent and the Company shall promptly prepare, and Acquiror the Company shall prepare and file with the SEC a preliminary Proxy Statement in form and substance satisfactory to each of Acquiror and the CompanySEC, and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectuspromptly as practicable. Each of the The Company and Acquiror Parent shall use commercially reasonable efforts cooperate to (i) respond to any comments of the SEC and (ii) the Company shall use its reasonable best efforts to have the Registration Proxy Statement declared effective under cleared by the Securities Act and the rules and regulations promulgated thereunder SEC as promptly as practicable practicable. Promptly after such filing and to keep the Registration Proxy Statement effective as long as is reasonably necessary to consummate has been cleared by the Merger. Each of SEC, the Company and Acquiror will use commercially reasonable efforts to shall cause the Proxy Statement to be mailed to the Company's its shareholders or Acquiror's shareholdersand, respectivelysubject to Section 7.2(d) hereof, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent use its reasonable best efforts (i) to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to solicit proxies in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly favor of the receipt approval and adoption of any comments from this Agreement and approval of the SEC Merger and of any (ii) to obtain such approvals and adoptions. (c) Parent shall, upon request by the SEC for amendments Company, furnish the Company with all information concerning Parent, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or supplements to the Registration Statement or advisable in connection with the Proxy Statement or for additional information and will supply any other statement, filing, notice or application made by or on behalf of the other with copies of all correspondence between such party Company or any of its representatives respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the SEC, with respect transactions contemplated by this Agreement. If at any time prior to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall comply in all material respects with all applicable requirements Effective Time, Parent should become aware of law. Whenever any event occurs which relating to Parent or any of its Subsidiaries that is required under applicable Law to be set forth disclosed in an amendment or supplement to the Registration Statement Proxy Statement, Parent shall promptly so inform the Company and will furnish to the Company all information relating to such event that is required under applicable Law to be disclosed in an amendment or supplement to the Proxy Statement. (d) Except as otherwise provided below, Acquiror or the Company, as Company (i) shall recommend adoption and approval of this Agreement and the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and Merger by the shareholders of the Company (the “Company Recommendation”) and include in the Proxy Statement the Company Recommendation, and (ii) shall not withdraw, amend or modify (or publicly propose to or publicly state that it intends to withdraw, amend or modify) in any manner adverse to Parent such amendment recommendation (a “Change in Company Recommendation”); provided, however, that the Company Board shall be permitted to effect a Change in Company Recommendation if the Company Board determines, in its good faith business judgment and by resolution, after consultation with outside counsel, that the Company Recommendation would be inconsistent with applicable Law or supplementits fiduciary duties to the Company and the Company’s shareholders under applicable Law (including its obligations under VSCA Section 13.1-690); provided further, that if the Change in Company Recommendation is in respect of an Acquisition Proposal, the Company Board may effect a Change of Company Recommendation only if the Company shall have complied with the applicable provisions of Section 7.4 with respect thereto and if the Company Board has determined in good faith that such Acquisition Proposal is a Superior Proposal; provided further, however, that before effecting a Change in Company Recommendation, and in any event prior to acceptance of any binding agreement to enter into any Superior Proposal, the Company Board, shall give Parent three (3) Business Days’ prior written noticeof its intention to do so (unless at the time such notice is otherwise required to be given there are less than three (3) Business Days prior to the Special Meeting, in which case the Company shall provide as much notice as is reasonably practicable) and during such time, the Company, if requested by Parent, shall have engaged in good faith negotiations to permit Parent to amend this Agreement (including by making its officers and its financial and legal advisors reasonably available to negotiate) such that the Company Board may continue to recommend the adoption of this Agreement. The Proxy Statement written notification above shall include the recommendations agreements, terms and conditions of such Acquisition Proposal presented to the Board of Directors of Acquiror in favor of Company. Notwithstanding anything to the issuance of Acquiror Common Stock and of the Board of Trust Managers of the Company in favor of the Mergercontrary set forth herein, provided that (i) the recommendation of the Board of Trust Managers of the Company may not be included or may be withdrawn accept such Superior Proposal if Parent makes, within three (3) Business Days of receipt of the Company’s written notification of its intention to enter into a binding agreement for a Superior Proposal, an offer to enter into an amendment to this Agreement such that the Company Board determines, in its good faith business judgment, after consultation with its financial advisors and outside legal counsel, that this Agreement as so amended is at least as favorable, from a financial point of Trust Managers view, to the shareholders of the Company has accepted a proposal for a as the Superior Competing Transaction Proposal. The parties agree that nothing in this Section 7.2(d) shall in any way limit or otherwise affect Parent’s right to terminate this Agreement pursuant to Section 9.1(d)(ii) at such time as the requirements of such subsection have been met. Any Change in Company Recommendation shall not, unless this Agreement is otherwise terminated by either the Company or Parent in accordance with the terms of SECTION 7.1; and this Agreement, (i) change the approval of this Agreement or any other approval of the Company Board in any respect that would have the effect of causing any state (including Virginia) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby, including the Merger, or (ii) change the recommendation obligation of the Board Company to present this Agreement for adoption at the Special Meeting on the earliest practicable date after the date of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction this Agreement in accordance with the terms of SECTION this Section 7.2. Acquiror also shall take any action required . (e) Parent agrees that it will vote, or cause to be taken under voted, all of the Shares then owned by it, Merger Subsidiary or any applicable state securities or "blue sky" laws of its other Subsidiaries in connection with favor of the issuance approval of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with this Agreement. (f) Until the preparation earlier of the Proxy Statement and Effective Time or the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing termination of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statementthis Agreement, the Company shall use reasonable efforts not take any actions to cause to be delivered to Acquiror exempt any Person other than Parent and Merger Sub prior to Subsidiary from the mailing of the Proxy Statement to threshold restrictions on Common Stock ownership or any other anti-takeover provision in the Company's shareholders and Acquiror's shareholders’s Articles of Incorporation, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that or make any state takeover statute (iincluding any Virginia state takeover statute) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues similar statute inapplicable to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5any Acquisition Proposal.

Shareholders Meeting. As soon as reasonably practicable following the date of this Agreement, the Company and Acquiror Zac shall prepare and file with the SEC a preliminary Proxy Statement in form and substance satisfactory to each of Acquiror and the Company, and Acquiror Company shall prepare and file with the SEC the Registration Proxy Statement, in which the Proxy Statement will be included as a prospectus. Each of the The Company and Acquiror shall use commercially its reasonable efforts to (i) respond to any comments of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each of the Company and Acquiror will use commercially reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders or Acquiror's shareholders, respectively, of the Company as promptly as practicable after the Registration Statement is declared effective under the Securities Actpracticable. It Zac shall be a condition precedent furnish to the Company's obligation to mail Company all information as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Zac a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Zac, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Zac which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the opinion statements therein, in light of Prudential referred to in SECTION 3.1.21 the circumstances under which they are made, not have been withdrawn. It misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be a condition precedent promptly filed with the SEC and, to Acquiror's obligation the extent required by Law, disseminated to mail the Proxy Statement that shareholders of the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawnCompany. Each party will The parties shall notify the each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will shall supply the each other with copies of all correspondence between such party it or any of its representatives Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Proxy Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall 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 Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror in favor of the issuance of Acquiror Common Stock and of the Board of Trust Managers of the Company in favor of the Merger, provided that (i) the recommendation of the Board of Trust Managers of the Company may not be included or may be withdrawn if the Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction in accordance with the terms of SECTION 7.1; and (ii) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the Company's shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5.

Shareholders Meeting. Subject to Section 2.7, if approval of the shareholders of the Company is required under the MBCA to consummate the Merger: (a) As soon promptly as practicable following the date Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and in any event within 10 Business Days following the Acceptance Time or the expiration of any “subsequent offering period,” as applicable, the Company and Acquiror shall prepare and file with the SEC a preliminary proxy or information statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required solicitation materials or information, the “Proxy Statement”) relating to the Merger and this Agreement, which shall include, among other things, the Fairness Option, except in the case of a Change in Company Recommendation; provided, that Parent, Purchaser and their counsel shall be given a reasonable opportunity to review the Proxy Statement in form and substance satisfactory to each of Acquiror and the Company, and Acquiror shall prepare and file before it is filed with the SEC and the Registration StatementCompany shall give due consideration to all reasonable additions, in which deletions or changes thereto suggested by Parent, Purchaser and their counsel with the intention that the Proxy Statement will be included as in a prospectus. Each form ready to print and mail to the shareholders of the Company as promptly as practicable following the time at which the SEC confirms it has no further comments. Subject to the provisions of Section 6.4(c), the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval and Acquiror adoption of this Agreement in accordance with the MBCA. The Company shall use commercially reasonable efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company shall provide Parent, Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes thereto suggested by Parent, Purchaser and their counsel. The Company, Parent and Purchaser agree to correct promptly any information in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law, and the Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as contemplated by Section 2.6(b)(ii), mailed to holders of Shares, in each case as and to the extent required by the Exchange Act or the SEC (or its staff). (b) The Company, acting through (or upon authorization by) the Company Board of Directors (or a committee thereof), shall, in accordance with and subject to the requirements of the Company Governing Documents and applicable law: (i) respond to any comments of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to keep and in accordance with this Agreement, if applicable, duly set a record date for, call and give notice of a special meeting of its shareholders (the Registration Statement effective “Special Meeting”) for the purpose of considering and taking action upon this Agreement (with the record date and meeting date set in consultation with Purchaser), and (B) as long promptly as is reasonably necessary practicable following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to consummate and in accordance with this Agreement, if applicable, convene and hold the Merger. Each of the Company and Acquiror will use commercially reasonable efforts to Special Meeting; (ii) cause the definitive Proxy Statement to be mailed to the Company's shareholders or Acquiror's its shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent ; and (iii) use commercially reasonable efforts to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly of the receipt of secure any comments from the SEC and of any request approval by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall 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 Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment that is required by the Company Governing Documents and the MBCA and any other applicable law to effect the Merger. (c) Parent shall vote, or supplement. The Proxy Statement shall include cause to be voted, at the recommendations Special Meeting or any postponement or adjournment thereof, or pursuant to a written consent in lieu of meeting, all of the Board Shares then owned by it, Purchaser or any of Directors of Acquiror their other Subsidiaries and affiliates in favor of the issuance approval and adoption of Acquiror Common Stock this Agreement and of the Board of Trust Managers of the Company in favor of the MergerParent shall deliver or provide, provided that (i) the recommendation of the Board of Trust Managers of the Company may not be included or may be withdrawn if the Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction in accordance with the terms of SECTION 7.1; and (ii) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to or provided, in the capacity as a shareholder of the Company prior or otherwise, any other approvals that are required by the MBCA and any other applicable law to effect the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the Company's shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5Merger.

Shareholders Meeting. If approval of the shareholders of the Company is required under the MBCA to consummate the Merger: (a) As soon promptly as practicable following the date Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and in any event within 14 days after the Acceptance Time and the expiration of such “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, the Company and Acquiror shall prepare and file with the SEC in preliminary form a preliminary proxy or information statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required solicitation materials or information, the “Proxy Statement”) relating to the Merger and this Agreement; provided, that Parent, Purchaser and their counsel shall be given a reasonable opportunity to review the Proxy Statement in form and substance satisfactory to each of Acquiror before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes thereto suggested by Parent, Purchaser and their counsel. Subject to the provisions of Section 5.4(c), the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval and adoption of this Agreement. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company shall provide Parent, Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes thereto suggested by Parent, Purchaser and their counsel. The Company, Parent and Acquiror Purchaser agree to correct promptly any information in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law, and the Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as contemplated by Section 1.10(b)(ii), mailed to holders of Shares, in each case as and to the extent required by the Exchange Act or the SEC (or its staff). (b) The Company, acting through (or upon authorization by) the Company Board of Directors, shall, in accordance with and subject to the requirements of the Company Governing Documents and applicable law: (i) (A) as promptly as practicable following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, duly set a record date for, call and give notice of a special meeting of its shareholders (the “Special Meeting”) for the purpose of considering and taking action upon this Agreement (with the record date and meeting date set in consultation with Purchaser), and (B) as promptly as practicable following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, convene and hold the Special Meeting; (ii) cause the definitive Proxy Statement to be mailed to its shareholders as promptly as practicable after the date that the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement; and (iii) use its reasonable best efforts to secure any approval in favor of the approval and adoption of the Agreement by the shareholders of the Company that is required by the Company Governing Documents and the MBCA and any other applicable law to effect the Merger. (c) The Company shall not postpone or adjourn the Special Meeting except that, after receiving the written consent of Parent (which consent shall not be unreasonably withheld or delayed), the Company may adjourn or postpone the Special Meeting to the extent legally necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders or if as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting. After the Acceptance Time, the Company shall prepare and file with the SEC the Registration Statement, in which distribute as promptly as practicable any such required supplement or amendment to the Proxy Statement will be included as a prospectus. Each and following any such adjournment or postponement of the Special Meeting, the Company and Acquiror shall use commercially reasonable efforts take all action necessary to (i) respond to any comments of reconvene the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder Special Meeting as promptly as practicable after such filing and adjournment or postponement. (d) At the Special Meeting or any postponement or adjournment thereof, Parent shall vote, or cause to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each be voted, all of the Company and Acquiror will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's shareholders or Acquiror's shareholdersShares then owned by it, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party Purchaser or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall 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 Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror their respective affiliates in favor of the issuance approval and adoption of Acquiror Common Stock this Agreement and of the Board of Trust Managers to deliver or provide, in its capacity as a shareholder of the Company in favor of or otherwise, any other approvals that are required by the MBCA and any other applicable law to effect the Merger, provided that (i) the recommendation of the Board of Trust Managers of the Company may not be included or may be withdrawn if the Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction in accordance with the terms of SECTION 7.1; and (ii) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the Company's shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5.

Shareholders Meeting. If approval of the shareholders of the Company is required under the MBCA to consummate the Merger: (a) As soon promptly as practicable following the date Acceptance Time and the expiration of any subsequent offering period provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and in any event within 14 days after the Acceptance Time and the expiration of such subsequent offering period provided by Purchaser pursuant to and in accordance with this Agreement, the Company and Acquiror shall prepare and file with the SEC in preliminary form a preliminary proxy or information statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required solicitation materials or information, the “Proxy Statement”) relating to the Merger and this Agreement; provided, that Parent, Purchaser and their counsel shall be given a reasonable opportunity to review the Proxy Statement in form and substance satisfactory to each of Acquiror and the Company, and Acquiror shall prepare and file before it is filed with the SEC and the Registration StatementCompany shall give due consideration to all reasonable additions, deletions or changes thereto suggested by Parent, Purchaser and their counsel. Subject to the provisions of Section 5.4(c), the Company shall include in which the Proxy Statement will be included as a prospectus. Each the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval and Acquiror adoption of this Agreement in accordance with the MBCA. The Company shall use commercially its reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each of the Company and Acquiror will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's shareholders or Acquiror's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request made by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Company shall provide Parent, Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes thereto suggested by Parent, Purchaser and their counsel. The Company, Parent and Purchaser agree to correct promptly any information in the Proxy 25 31 Statement shall 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 if and to the Registration Statement extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law, and the Company further agrees to cause the Proxy Statement, Acquiror or the Companyas so corrected (if applicable), as the case may be, shall promptly inform the other of such occurrences and cooperate in filing to be filed with the SEC and/or and, if any such correction is made following the mailing of the Proxy Statement as contemplated by Section 1.10(b)(ii), mailed to holders of Shares, in each case as and to the extent required by the Exchange Act or the SEC (or its staff). The Company shall use its reasonable best efforts to obtain from its shareholders the approval of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror in favor of the issuance of Acquiror Common Stock and of the Board of Trust Managers of the Company in favor of the Mergeradoption and approval of this Agreement and the consummations the Transactions. (b) The Company, provided that acting through (or upon authorization by) the Company Board of Directors, shall, in accordance with and subject to the requirements of the Company Governing Documents and applicable law: (i) (A) as promptly as practicable following the recommendation Acceptance Time and the expiration of any subsequent offering period provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, duly set a record date for, call and give notice of a special meeting of its shareholders (the “Special Meeting”) for the purpose of considering and taking action upon this Agreement (with the record date and meeting date set in consultation with Purchaser), and (B) as promptly as practicable following the Acceptance Time and the expiration of any subsequent offering period provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, convene and hold the Special Meeting; (ii) cause the definitive Proxy Statement to be mailed to its shareholders as promptly as practicable after the date that the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement; and (iii) use its reasonable best efforts to secure any approval in favor of the Board approval and adoption of Trust Managers the Agreement by the shareholders of the Company may not that is required by the Company Governing Documents and the MBCA and any other applicable law to effect the Merger, including reaffirming its recommendation for approval and adoption of the Agreement at the Special Meeting. (c) At the Special Meeting or any postponement or adjournment thereof, Parent shall vote, or cause to be included voted, all of the Shares then owned by it, Purchaser or may be withdrawn if any of their respective affiliates in favor of the Board approval and adoption of Trust Managers this Agreement and to deliver or provide, in its capacity as a shareholder of the Company has accepted a proposal for a Superior Competing Transaction in accordance with or otherwise, any other approvals that are required by the terms of SECTION 7.1; MBCA and (ii) any other applicable law to effect the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the Company's shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5Merger.