VOTING AGREEMENTVoting Agreement • November 3rd, 2011 • Sonesta International Hotels Corp • Hotels & motels • New York
This VOTING AGREEMENT (this “Agreement”), dated as of November 2, 2011, is by and among Property Acquisition Corp., a Maryland corporation (“Parent”), PAC Merger Corp., a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”).
AGREEMENT AND PLAN OF MERGER by and among PROPERTY ACQUISITION CORP. (a/k/a SONESTA ACQUISITION CORP.), PAC MERGER CORP. and SONESTA INTERNATIONAL HOTELS CORPORATION Dated November 2, 2011Agreement and Plan of Merger • November 3rd, 2011 • Sonesta International Hotels Corp • Hotels & motels • New York
Page Index of Defined Terms Index – i ARTICLE I THE MERGER Section 1.1 The Merger 2 Section 1.2 Effective Time 2 Section 1.3 Closing 3 Section 1.4 Directors and Officers of the Surviving Corporation 3 Section 1.5 Subsequent Actions 3 Section 1.6 Stockholders’ Meeting 3 ARTICLE II CONVERSION OF SECURITIES Section 2.1 Conversion of Capital Stock 5 Section 2.2 Paying Agent; Surrender of Shares 6 Section 2.3 Withholding 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 3.1 Organization 8 Section 3.2 Subsidiaries and Affiliates 10 Section 3.3 Capitalization 11 Section 3.4 Authorization; Validity of Agreement; Company Action 11 Section 3.5 Board Approvals 12 Section 3.6 Required Vote 12 Section 3.7 Consents and Approvals; No Violations 12 Section 3.8 Company SEC Documents and Financial Statements 13 Section 3.9 Code of Ethics 16 Section 3.10 Absence of Certain Changes 16 Section 3.11 No Undisclosed Liabilities 16 Section 3.12 Litigation; Orders 16 Section 3.13 Employee Bene
