Common use of Conditions to Settlement Clause in Contracts

Conditions to Settlement. The Stipulation contains conditions, certain of which may be waived, which must be satisfied for the parties to be required to complete the Settlement, including: (1) KIM’s agreement, which agreement shall not be construed to prevent XXX from soliciting Partners Fund’s shareholders in favor of Partners Fund’s proposal to merge with MPT, that, except as expressly set forth in the Partners Fund Settlement Agreement, through the termination of the Effective Period, it will not, and will cause its Affiliates and Associates not to, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chairman and President of Partners Fund or by a resolution of a majority of the Directors of Partners Fund, take any of the following actions (or take any action that would require Partners Fund to make an announcement regarding any of the following): (a) effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or participate in (other than as specifically contemplated by the Partners Fund Settlement Agreement) any “solicitation” of “proxies” (as such terms are defined in the rules and regulations promulgated under the 1934 Act but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”), whether or not relating to the election or removal of Directors, with respect to Partners Fund or any action resulting in XXX or any of its Affiliates or Associates becoming a “participant” in any “election contest” (as such terms are defined in the rules and regulations promulgated under the 0000 Xxx) with respect to Partners Fund; (b) propose any matter for submission to a vote of shareholders of Partners Fund; (c) grant any other proxy with respect to any Shares of Partners Fund (other than to its Affiliates or the Chairman and President of Partners Fund, as the case may be); (d) execute any written consent with respect to any Shares; (e) form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the 0000 Xxx) with respect to any Shares or deposit any Shares in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares or other agreement having similar effect (in each case except between XXX and its Affiliates); (f) seek, alone or in concert with others, (i) to call a meeting of shareholders of Partners Fund; (ii) representation on the Board of Directors of Partners Fund; (iii) the removal of any member of the Board of Directors of Partners Fund; or (iv) to control or influence the management or policies of Partners Fund; or (g) except as specifically contemplated by the Partners Fund Settlement Agreement, enter into any discussions, negotiations, arrangements or understandings with any Person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing (in each case except between XXX and its Affiliates); and (2) KIM’s agreement that during the Effective Period, it will not, and will cause its Affiliates and Associates not to (and will not advise, assist or encourage others to), vote against any persons proposed by management for election as Directors of Partners Fund or vote against any proposal proposed by management to the shareholders of Partners Fund, and that it will, and will cause its Affiliates and Associates to, vote in favor of any persons proposed by management for election as Directors of Partners Fund and vote in favor of any proposal proposed by management to the shareholders of Partners Fund.

Conditions to Settlement. The Stipulation contains conditions, certain of which may be waived, which must be satisfied for the parties to be required to complete the Settlement, including: (1) Partners Fund II and Xxxxxx’x agreement to make any applications necessary to obtain approval of the Settlement of this Action; (2) KIM’s agreement, which agreement shall not be construed to prevent XXX from soliciting Partners FundFund II’s shareholders in favor of Partners FundFund II’s proposal to merge with MPTPartners Fund, that, except as expressly set forth in the Partners Fund II Settlement Agreement, through the termination of the Effective Period, it will not, and will cause its Affiliates and Associates not to, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chairman and President of Partners Fund II or by a resolution of a majority of the Directors of Partners Fund, take any of the following actions (or take any action that would require Partners Fund II to make an announcement regarding any of the following): (a) effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or participate in (other than as specifically contemplated by the Partners Fund II Settlement Agreement) any “solicitation” of “proxies” (as such terms are defined in the rules and regulations promulgated under the 1934 Act but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”), whether or not relating to the election or removal of Directors, with respect to Partners Fund II or any action resulting in XXX or any of its Affiliates or Associates becoming a “participant” in any “election contest” (as such terms are defined in the rules and regulations promulgated under the 0000 Xxx) with respect to Partners FundFund II; (b) propose any matter for submission to a vote of shareholders of Partners FundFund II; (c) grant any other proxy with respect to any Shares of Partners Fund II (other than to its Affiliates or the Chairman and President of Partners Fund, as the case may be); (d) execute any written consent with respect to any Shares; (e) form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the 0000 Xxx) with respect to any Shares or deposit any Shares in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares or other agreement having similar effect (in each case except between XXX and its Affiliates); (f) seek, alone or in concert with others, (i) to call a meeting of shareholders of Partners FundFund II; (ii) representation on the Board of Directors of Partners FundFund II; (iii) the removal of any member of the Board of Directors of Partners FundFund II; or (iv) to control or influence the management or policies of Partners FundFund II; or (g) except as specifically contemplated by the Partners Fund II Settlement Agreement, enter into any discussions, negotiations, arrangements or understandings with any Person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing (in each case except between XXX and its Affiliates); and (23) KIM’s agreement that during the Effective Period, it will not, and will cause its Affiliates and Associates not to (and will not advise, assist or encourage others to), vote against any persons proposed by management for election as Directors of Partners Fund II or vote against any proposal proposed by management to the shareholders of Partners FundFund II, and that it will, and will cause its Affiliates and Associates to, vote in favor of any persons proposed by management for election as Directors of Partners Fund II and vote in favor of any proposal proposed by management to the shareholders of Partners FundFund II.