Acquiror Common Shares. Acquiror hereby represents, warrants and covenants that the Acquiror Common Shares issuable to Beneficiaries as described herein will be duly authorized and validly issued, fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.
Acquiror Common Shares. Acquiror has reserved for issuance a sufficient number of Acquiror Common Shares to satisfy its obligations under Section 1.02(b). The Acquiror Common Shares to be issued in connection with the Merger will be validly issued, fully paid and non- assessable shares at the time so issued. There are no preemptive rights with respect to the Acquiror Common Shares. As of the date hereof, Acquiror satisfies the conditions set forth in Rule 144(c)(1) promulgated by the Securities and Exchange Commission under the Securities Act and will take commercially reasonable efforts to continue to satisfy such requirements so that the Shareholders may sell the Acquiror Common Shares pursuant to Rule 144 under the Securities Act during the Effectiveness Period (as such term is defined in the Registration Rights Agreement attached as Exhibit A hereto). As of October 31, 1997, Acquiror has 10,347,064 common shares of beneficial interest outstanding and attached as Schedule 3.06 hereto is the average daily trading volume of the Acquiror Common Shares as reported by the New York Stock Exchange for the period beginning October 1, 1996 and ending October 30, 1997.
