Merger Consents. For each Property with direct or indirect Minority Partners, Landmark shall (a) use commercially reasonable efforts to obtain consent and approval of the transactions contemplated by this Agreement from each of the Minority Partners of each Project Company for which such consent and approval is required pursuant to the terms of the Organizational Documents of such Project Company, and (b) use commercially reasonable efforts to obtain consent and approval of the transactions contemplated by this Agreement from each of the other Minority Partners of each Project Company, except to the extent such approval is not required pursuant to the terms of the Organizational Documents of any such Project Company. Each such consent and approval shall be in the applicable form attached hereto as Exhibit L (subject to the terms below with respect to the Minority Partner Release set forth therein) (with such changes thereto as may be reasonably acceptable to the Parties) or as otherwise reasonably acceptable to PRLP (the “Merger Consent”). Each Merger Consent shall (x) provide that each Minority Partner agrees that its limited liability company interests in the Project Company are cancelled in exchange solely for such Minority Partner’s receipt of the applicable merger consideration described in such Merger Consent, (y) shall satisfy the requirements of (or include a waiver thereof), the Organizational Documents of a Project Company, including without limitation with respect to any prior notice, delivery, voting or consent process and other similar provisions, and (z) include as an attachment a brief descriptive summary of the transactions contemplated herein in a form reasonably acceptable to PRLP. Landmark further agrees that in connection with obtaining such Merger Consents, Landmark will use commercially reasonable efforts to obtain a release from each Minority Partner in the form set forth in the Merger Consents attached hereto as Exhibit L (the “Minority Partner Release”); provided that obtaining such release will not be a condition to PRLP’s obligation to close hereunder. Landmark shall keep PRLP reasonably informed as to the status of negotiations and/or discussions with Minority Partners on the Merger Consents, including the Minority Partner Release.
Merger Consents. The Consenting Shareholders shall have adopted and approved this Agreement and the consummation of the transactions contemplated hereby, including the Merger, via the delivery of the Merger Consents as and to the extent required by the DGCL and by the provisions of Waban’s Certificate of Incorporation and bylaws.
