PGGM definition
Examples of PGGM in a sentence
Whenever PGGM or DIHC (or DIHC Market Square, Inc.) proposes to transfer any Shares to any Person, in accordance with the provisions of Section 8.03 of the articles of incorporation of the Company, the Board shall determine whether the proposed transfer would jeopardize the Company's status as a real estate investment trust (a "REIT") under Section 856 of the Internal Revenue Code of 1986, as amended.
If the Board determines that the proposed transfer would jeopardize the Company's REIT status, the Company shall provide a written explanation to DIHC and PGGM of the basis for its determination and shall provide reasonable access to information regarding the Company's shareholders to DIHC and PGGM.
PGGM, DIHC or a Holder or Holders owning a majority of the Demand Offering Securities (the "Demand Initiating Holder") may request the offering under the Securities Act of all or any portion of the Demand Offering Securities held by such Holders for sale in the manner specified in such request, including an underwritten offering.
The provisions of this Section 8 may be waived by the Company only upon the approval of a majority of the Board, excluding all PGGM Directors and shall not be applicable to actions approved by the majority of the Board, excluding all PGGM Directors in circumstances in which the PGGM Directors are "interested directors" under Section 78.140 of the Nevada General Corporation Law.
Nothing in this Section 8 shall limit the ability of PGGM Directors to function in their capacities as members of the Board.
PGGM represents and warrants to EOP, EOP Partnership and WCP that (a) the only pending claims asserted against PGGM or ▇▇▇▇▇▇ ▇.
PGGM has obtained all consents of third parties necessary to enter into this Agreement and to perform its obligations hereunder, including, without limitation, the amendments to the Registration Rights Agreement.
From and after the Effective Time, EOP and EOP Partnership shall indemnify, defend and hold harmless PGGM from and against any and all cost, claim, liability, damage or expense (including, without limitation, reasonable attorneys' fees) with respect to or in connection with the Released Claims and PGGM and the Individuals shall be obligated under the Indemnity Agreement and the Purchase Agreements to EOP and EOP Partnership with respect to or in connection with the Excluded Claims.
Without limiting the foregoing, such termination shall include the agreements of Cornerstone and Cornerstone Partnership set forth in the letter dated June 22, 1998 from Cornerstone and Cornerstone Partnership to PGGM, the undertakings with respect to tax matters set forth in the Amended and Restated Registration Rights and Voting Agreement dated as of December 16, 1998 by and among Cornerstone, PGGM, and Dutch Institutional Holding Company, Inc.
PGGM IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT.