Examples of NS REIT in a sentence
Each of NIOR and NS REIT will give any notices (and will cause each of their respective Subsidiaries to give any notices) to third parties, and will use its reasonable efforts to obtain (and will cause each of their respective Subsidiaries to use their respective reasonable efforts to obtain) any third-party consents referred to in Section 3.4 and Section 4.4 above.
Notwithstanding any other provision hereof, no fractional NS REIT Shares and no scrip therefor, or other evidence of ownership thereof, will be issued in the Merger.
NS REIT shall be the corporation surviving the NIOR Merger (the “Surviving Corporation”), and NS REIT OP shall be the limited partnership surviving the NIOR OP Merger, and the separate existence of each of NIOR and NIOR OP shall cease.
An election form and other appropriate and customary transmittal materials, in such form as NIOR and NS REIT shall mutually agree, in substantially the form attached as Exhibit E (“Election Form”), shall be mailed on such date as NIOR and NS REIT shall mutually agree, provided such other date is not less than ten nor more than 90 days prior to the scheduled Special NIOR Meeting (the “Mailing Date”) to each NIOR Stockholder of record as of September 8, 2010 (the “Election Form Record Date”).
Promptly after the Election Deadline, NS REIT shall provide NIOR with a list of each NIOR Stockholder and the Merger Consideration to be received at Closing, along with the calculation of the Merger Consideration for each NIOR Stockholder and the methodology used thereby.
To the extent required, NS REIT has complied in all material respects with the provisions of the Sarbanes — Oxley Act of 2002 to the extent it has been applicable to NS REIT historically.
On and subject to the terms and conditions of this Agreement, NIOR will merge with and into NS REIT (the “NIOR Merger”) at the Effective Time and in accordance with Title 3 of the Maryland General Corporation Law, and NIOR OP will merge with and into NS REIT OP (the “NIOR OP Merger”) at the Effective Time and in accordance with Section 17-211 of the Delaware Limited Partnership Act (the NIOR Merger and the NIOR OP Merger are collectively referred to as the “Merger”).
The parties agree that all services provided hereunder shall be subject to and governed by the terms and provisions set forth herein, and none of the terms and conditions contained on any proposal, purchase order, invoice, or other writing, shall have any effect or change the provisions of this Agreement.
Since July 19, 2010, and except with respect to the Merger and the transactions contemplated thereby, there has not been any material change, or any application or request for any material change, by NS REIT or any of its subsidiaries, in accounting principles, methods or policies for financial accounting or tax purposes (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments).
All Elections (whether Cash, Stock or Mixed) shall be revoked automatically if NS REIT or NIOR, upon exercise by either of its respective or their mutual rights to terminate this Agreement to the extent provided under Article VIII, that this Agreement has been terminated in accordance with Article VIII.