Company Vote. The Company will hire a proxy solicitor and solicit proxies for the Declassification Proposal, for the Written Consent Proposal and for the election of the New Directors in the same manner, if any, as it does with respect to other directors and other proposals contained in the Company’s proxy statement for the 2008 Annual Meeting. The Company will use its reasonable best efforts to cause all Voting Securities (as defined in Section 11) that members of the Board are entitled to vote at the 2008 Annual Meeting to be voted in favor of the Declassification Proposal, for the Written Consent Proposal and for the election of the New Directors.
Company Vote. The Members hereby acknowledge and agree that Approval by Company Vote has been obtained with respect to the Owner Agreement, Apartment Management Agreement and the Development Agreements.
Company Vote. The Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided that the Company shall not be entitled to terminate this Agreement under this clause if it has breached in any material respect its obligations under Sections 6.01 (Proxy Statement and Schedule 13E-3) or 6.04 (No Solicitation of Transactions).
Company Vote. The Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof.
