Common use of Stockholders' Approval Clause in Contracts

Stockholders' Approval. Each of REIT and Parents shall promptly take such action as may be required by its Articles of Incorporation, bylaws and applicable law and promptly seek, and use its best efforts to obtain, the requisite stockholder approval of this Agreement and the transactions contemplated hereby, including amendments to REIT's Articles of Incorporation necessary to consummate the transactions contemplated hereby and any amendments to each Parent's Articles of Incorporation necessary to consummate the transactions contemplated hereby (as appropriate, the "REIT Stockholders' Approval" and "Parents' Stockholders' Approvals"). The REIT Board of Directors and the Board of Directors of each Parent shall recommend to their respective stockholders the approval of this Agreement and of the transactions contemplated by this Agreement; provided, however, that prior to the respective meetings of stockholders of REIT and Parents, the REIT Board of Directors or the Board of Directors of each Parent, as the case may be, may withdraw, modify or amend such recommendation to the extent that the REIT Board of Directors or the REIT Special Committee or the Parent's Board of Directors, as the case may be, deems it necessary to do so in the exercise of its fiduciary obligations to REIT or the Parents, as the case may be, in the case of the REIT Special Committee, after being so advised by counsel to REIT's Special Committee, Xxxxxx & Coff, or such other nationally recognized counsel not having an interest in the transactions contemplated by this Agreement. ARTICLE 1.2 ARTICLE 1.3

Stockholders' Approval. Each The Company shall (a) obtain in compliance with applicable law and the Company's Charter and By-laws the requisite approval of REIT the Stockholders either pursuant to a unanimous written consent of the Stockholders or at a special meeting of the Stockholders (the "Stockholders' Meeting") within ten (10) days (or such other period as may be required by applicable law and Parents shall promptly the Company's Charter and By-laws) after the mailing of the Stockholders' Materials, in either case for the purpose of obtaining the approval of the Merger, this Agreement and the transactions contemplated hereby (in either case, the "Stockholder Action"), (b) take or cause to be taken all such other action as may be required by its Articles of Incorporation, bylaws the Delaware Statute and any other applicable law and the Company's Charter and By-laws in connection with the Merger and this Agreement, in each case as promptly seekas possible and (c) reasonably cooperate with and assist Parent and its representatives in taking any such actions as may reasonably be required to consummate the Merger, including obtaining the consent and approval of any third parties or governmental agencies. Unless the Company obtains the written consent of the Stockholders, the Stockholders' Meeting shall be called, held and conducted, and use its best efforts any proxies therefor shall be solicited, in compliance with applicable law and the Company's Charter and By-laws. The Company shall not change the date of the Stockholder Meeting (if it holds a Stockholder Meeting) without the prior written consent of Parent, nor shall the Company adjourn the Stockholder Meeting prior to obtain, the requisite stockholder obtaining such Stockholder approval of this Agreement and the transactions contemplated hereby, including amendments to REIT's Articles of Incorporation necessary to consummate the transactions contemplated hereby without the prior written consent of Parent, unless such adjournment is due to the lack of a quorum, in which case the chairman of the meeting shall announce at such Stockholder Meeting the time and place of the adjourned meeting. The Company shall prepare and distribute any amendments written notice and other materials relating to each Parent's Articles of Incorporation necessary the Stockholders' Action, the Merger or any other transaction relating to consummate the transactions or contemplated hereby by this Agreement (as appropriatecollectively, the "REIT Stockholders' Approval" Materials") in accordance with the Charter and "Parents' Stockholders' Approvals"). The REIT Board of Directors and the Board of Directors of each Parent shall recommend to their respective stockholders the approval of this Agreement and By-laws of the transactions contemplated by this AgreementCompany, the Delaware Statute and any other Federal and state laws; provided, however, that Parent and its counsel shall have the opportunity to review all Stockholders' Materials prior to delivery to the respective meetings of stockholders of REIT Stockholders, and Parentsall Stockholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; provided, further, that if any event occurs that should be set forth in an amendment or supplement to any Stockholders' Materials, the REIT Board of Directors or the Board of Directors of each Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, as Parent shall promptly inform the case may beCompany thereof), may withdraw, modify and the Company shall promptly prepare an amendment or amend such recommendation supplement in form and substance satisfactory to Parent in accordance with the extent that the REIT Board of Directors or the REIT Special Committee or the Parent's Board of Directors, as the case may be, deems it necessary to do so in the exercise of its fiduciary obligations to REIT or the Parents, as the case may be, in the case Charter and By-laws of the REIT Special CommitteeCompany, after being so advised by counsel to REIT's Special Committee, Xxxxxx & Coff, the Delaware Statute and any other Federal or such other nationally recognized counsel not having an interest in the transactions contemplated by this Agreement. ARTICLE 1.2 ARTICLE 1.3state laws.

Stockholders' Approval. Each The Company shall (a) obtain in compliance with applicable law and the Company's Charter and By-laws the requisite approval of REIT the Stockholder either pursuant to the written consent of the Stockholder or at a special Stockholder's meeting (the "Stockholder's Meeting") within ten (10) days (or such other period as may be required by applicable law and Parents shall promptly the Company's Charter and By-laws) after the mailing of the Stockholder's Materials, in either case for the purpose of obtaining the approval of the Merger, this Agreement and the transactions contemplated hereby (in either case, the "Stockholder Action"), (b) take or cause to be taken all such other action as may be required by its Articles of Incorporation, bylaws the Delaware Statute and any other applicable law and the Company's Charter and By-laws in connection with the Merger and this Agreement, in each case as promptly seekas possible and (c) reasonably cooperate with and assist Parent and its representatives in taking any such actions as may reasonably be required to consummate the Merger, including obtaining the consent and approval of any third parties or governmental agencies. Unless the Company obtains the written consent of the Stockholder, the Stockholder's Meeting shall be called, held and conducted, and use its best efforts any proxies therefor shall be solicited, in compliance with applicable law and the Company's Charter and By-laws. The Company shall not change the date of the Stockholder Meeting (if it holds a Stockholder Meeting) without the prior written consent of Parent, nor shall the Company adjourn the Stockholder Meeting prior to obtain, the requisite stockholder obtaining such Stockholder approval of this Agreement and the transactions contemplated hereby, including amendments to REIT's Articles of Incorporation necessary to consummate the transactions contemplated hereby without the prior written consent of Parent, unless such adjournment is due to the lack of a quorum, in which case the chairman of the meeting shall announce at such Stockholder Meeting the time and place of the adjourned meeting. The Company shall prepare and distribute any amendments written notice and other materials relating to each Parentthe Stockholder's Articles of Incorporation necessary Action, the Merger or any other transaction relating to consummate the transactions or contemplated hereby by this Agreement (as appropriatecollectively, the "REIT Stockholders' Approval" Stockholder's Materials") in accordance with the Charter and "Parents' Stockholders' Approvals"). The REIT Board of Directors and the Board of Directors of each Parent shall recommend to their respective stockholders the approval of this Agreement and By-laws of the transactions contemplated by this AgreementCompany, the Delaware Statute and any other Federal and state laws; provided, however, that Parent and its counsel shall have the opportunity to review all Stockholder's Materials prior to delivery to the respective meetings of stockholders of REIT Stockholders, and Parentsall Stockholder's Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; provided, further, that if any event occurs that should be set forth in an amendment or supplement to any Stockholder's Materials, the REIT Board of Directors or the Board of Directors of each Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, as Parent shall promptly inform the case may beCompany thereof), may withdraw, modify and the Company shall promptly prepare an amendment or amend such recommendation supplement in form and substance satisfactory to Parent in accordance with the extent that the REIT Board of Directors or the REIT Special Committee or the Parent's Board of Directors, as the case may be, deems it necessary to do so in the exercise of its fiduciary obligations to REIT or the Parents, as the case may be, in the case Charter and By-laws of the REIT Special CommitteeCompany, after being so advised by counsel to REIT's Special Committee, Xxxxxx & Coff, the Delaware Statute and any other Federal or such other nationally recognized counsel not having an interest in the transactions contemplated by this Agreement. ARTICLE 1.2 ARTICLE 1.3state laws.

Stockholders' Approval. Each The Company shall: (a) call a special meeting of REIT the Stockholders (the "Stockholders' Meeting") within 20 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and Parents shall promptly the Plan of Merger and the transactions contemplated hereby and thereby (the "Stockholder Action"); and (b) recommend (provided there has been no Superior Proposal) that the Stockholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by its Articles of Incorporation, bylaws the New Jersey Statute and any other applicable law and promptly seekin connection with the Merger, and use its best efforts to obtain, the requisite stockholder approval of this Agreement and the transactions contemplated herebyPlan of Merger, including amendments in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to REIT's Articles the Stockholder Action, including, without limitation, a proxy statement (the "Stockholder Statement"), in accordance with the Certificate and by-laws of Incorporation necessary to consummate the transactions contemplated hereby Company, the New Jersey Statute and any amendments other Federal and state laws relating to each Parent's Articles of Incorporation necessary the Merger, such Stockholders' Meeting or any other transaction relating to consummate the transactions or contemplated hereby by this Agreement (as appropriatecollectively, the "REIT Stockholders' Approval" and "Parents' Stockholders' ApprovalsMaterials"). The REIT Board of Directors and the Board of Directors of each Parent shall recommend to their respective stockholders the approval of this Agreement and of the transactions contemplated by this Agreement; provided, however, that Parent and its counsel shall have the opportunity to review all Stockholders' Materials prior to delivery to the respective meetings of stockholders of REIT Stockholders, and Parentsall Stockholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; provided, further, however, that if any event occurs which should be set forth in an amendment or supplement to any Stockholders' Materials, the REIT Board of Directors or the Board of Directors of each Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, as Parent shall promptly inform the case may beCompany thereof), may withdraw, modify and the Company shall promptly prepare an amendment or amend such recommendation supplement in form and substance satisfactory to Parent in accordance with the extent that the REIT Board of Directors or the REIT Special Committee or the Parent's Board of Directors, as the case may be, deems it necessary to do so in the exercise of its fiduciary obligations to REIT or the Parents, as the case may be, in the case Certificate and by-laws of the REIT Special CommitteeCompany, after being so advised by counsel to REIT's Special Committee, Xxxxxx & Coff, the New Jersey Statute and any other Federal or such other nationally recognized counsel not having an interest in the transactions contemplated by this Agreement. ARTICLE 1.2 ARTICLE 1.3state laws.

Stockholders' Approval. Each The Company shall: (a) call a special ---------------------- meeting of REIT the Stockholders (the "Stockholders' Meeting") within 20 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and Parents shall promptly the Plan of Merger and the transactions contemplated hereby and thereby (the "Stockholder Action"); and (b) recommend (provided there has been no Superior Proposal) that the Stockholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by its Articles of Incorporation, bylaws the New Jersey Statute and any other applicable law and promptly seekin connection with the Merger, and use its best efforts to obtain, the requisite stockholder approval of this Agreement and the transactions contemplated herebyPlan of Merger, including amendments in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to REIT's Articles the Stockholder Action, including, without limitation, a proxy statement (the "Stockholder Statement"), in accordance with the Certificate and by-laws of Incorporation necessary to consummate the transactions contemplated hereby Company, the New Jersey Statute and any amendments other Federal and state laws relating to each Parent's Articles of Incorporation necessary the Merger, such Stockholders' Meeting or any other transaction relating to consummate the transactions or contemplated hereby by this Agreement (as appropriatecollectively, the "REIT Stockholders' Approval" and "Parents' Stockholders' ApprovalsMaterials"). The REIT Board of Directors and the Board of Directors of each Parent shall recommend to their respective stockholders the approval of this Agreement and of the transactions contemplated by this Agreement; provided, however, that Parent and its counsel shall have the -------- ------- opportunity to review all Stockholders' Materials prior to delivery to the respective meetings of stockholders of REIT Stockholders, and Parentsall Stockholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; provided, further, however, -------- ------- ------- that if any event occurs which should be set forth in an amendment or supplement to any Stockholders' Materials, the REIT Board of Directors or the Board of Directors of each Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, as Parent shall promptly inform the case may beCompany thereof), may withdraw, modify and the Company shall promptly prepare an amendment or amend such recommendation supplement in form and substance satisfactory to Parent in accordance with the extent that the REIT Board of Directors or the REIT Special Committee or the Parent's Board of Directors, as the case may be, deems it necessary to do so in the exercise of its fiduciary obligations to REIT or the Parents, as the case may be, in the case Certificate and by-laws of the REIT Special CommitteeCompany, after being so advised by counsel to REIT's Special Committee, Xxxxxx & Coff, the New Jersey Statute and any other Federal or such other nationally recognized counsel not having an interest in the transactions contemplated by this Agreement. ARTICLE 1.2 ARTICLE 1.3state laws.