Common use of Preparation of the Proxy Statement; Shareholders Meeting Clause in Contracts

Preparation of the Proxy Statement; Shareholders Meeting. (a) As soon as practicable following the date of this Agreement, (i) Parent shall prepare a proxy statement relating to the Shareholders Meeting (as amended or supplemented from time to time, the “Proxy Statement”), (ii) each Purchaser shall promptly provide to Parent any information regarding such Purchaser required for inclusion in the Proxy Statement and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by Parent and (iii) Parent shall cause the Proxy Statement to be mailed to the shareholders of Parent as promptly as practicable after the Proxy Statement is finalized. (b) Parent shall (x) as soon as practicable following the date on which the Proxy Statement is finalized, establish a record date for and duly call a meeting of its shareholders to be held no earlier than June 30, 2014, or on any other date agreed to by Parent and Purchasers for the purpose of obtaining the Parent Shareholder Approval (the “Shareholders Meeting”), (y) duly give notice of the Shareholders Meeting and convene and hold the Shareholders Meeting and (z) use commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of the Transactions. Parent shall, through its board of directors (the “Board of Directors”), recommend to its shareholders that its shareholders vote in favor of and approve the Transactions at the Shareholders Meeting, and the Proxy Statement shall include a statement to the effect that the Board of Directors has recommended that its shareholders vote in favor of and approve the Transactions at the Shareholders Meeting (the “Board Recommendation”). Notwithstanding the foregoing, Parent may adjourn or postpone the Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of Parent or, if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Purchased Assets of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As If the approval of this Agreement or the Plan of Merger by the Company’s shareholders is required by applicable Law, as soon as reasonably practicable following the Acceptance Time, or if the Subsequent Offering Period is made available, following the expiration date of this Agreementthe Subsequent Offering Period, the Company, acting through the Company Board, shall in accordance with applicable Law, its articles of incorporation and bylaws and the rules of the New York Stock Exchange: (i) Parent shall prepare duly call, give notice of, convene and hold a proxy statement relating to meeting of its shareholders as promptly as reasonably practicable following clearance with the Shareholders Meeting SEC of the Company Proxy Statement for the purpose of securing the Company Shareholder Approval (as amended such meeting, and any postponement or supplemented from time to timeadjournment thereof, the “Proxy StatementCompany Shareholders Meeting”), (ii) each Purchaser shall promptly provide except to Parent any information regarding such Purchaser required for inclusion the extent that the Company Board has effected or effects a Company Adverse Recommendation Change prior to the Acceptance Time in accordance with the terms of Section 6.3, include in the Company Proxy Statement the Merger Recommendation and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by Parent written opinion of the Financial Advisors and (iii) solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement, the related Plan of Merger and the Merger. (b) If the approval of this Agreement or the Plan of Merger by the Company’s shareholders is required by Law, the Company shall, as soon as reasonably practicable following the Acceptance Time, or if the Subsequent Offering Period is made available, following the expiration date of the Subsequent Offering Period, the Company shall (i) prepare and file with the SEC the Company Proxy Statement, (ii) mail to its shareholders the Company Proxy Statement and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, Merger Sub and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement. The Company shall use its reasonable best efforts to resolve all outstanding comments from the staff of the SEC relating to any of the Company’s SEC filings (in consultation with Parent) with respect to the Company Proxy Statement as promptly as reasonably practicable after receipt thereof and to cause the Company Proxy Statement to be mailed to the shareholders of Parent Company’s Shareholders as promptly as reasonably practicable after the Company Proxy Statement is finalizedcleared with the SEC. Each of Parent, Merger Sub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Company Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Company Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as reasonably practicable (i) notify Parent and Merger Sub of the receipt of any oral or written comments from the SEC with respect to the Company Proxy Statement and any request by the SEC for any amendment to the company Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Company Proxy Statement. (bc) At the Company Shareholders Meeting, Parent shall (x) as soon as practicable following the date on which the Proxy Statement is finalizedvote, establish a record date for and duly call a meeting cause each of its shareholders Subsidiaries to be held no earlier than June 30vote, 2014, or on any other date agreed to all shares of Company Common Stock owned by Parent and Purchasers for its Subsidiaries, including all shares of Company Common Stock purchased pursuant to the purpose of obtaining the Parent Shareholder Approval (the “Shareholders Meeting”), (y) duly give notice of the Shareholders Meeting and convene and hold the Shareholders Meeting and (z) use commercially reasonable efforts to solicit from its shareholders proxies Offer in favor of the adoption and approval of this Agreement, the Transactions. Parent shall, through its board related Plan of directors (the “Board of Directors”), recommend to its shareholders that its shareholders vote in favor of and approve the Transactions at the Shareholders Meeting, Merger and the Proxy Statement shall include a statement to Merger. (d) Immediately following the effect that the Board execution of Directors has recommended that its shareholders vote in favor of and approve the Transactions at the Shareholders Meeting (the “Board Recommendation”). Notwithstanding the foregoingthis Agreement, Parent may adjourn or postpone shall cause the Shareholders Meeting sole shareholder of Merger Sub to approve this Agreement and the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders Plan of Parent or, if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Purchased Assets of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meetingMerger.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As soon as practicable following the date of this Agreement, (i) Parent Keystone shall prepare and file with the SEC a proxy statement relating preliminary Proxy Statement for the purpose of calling the Keystone Shareholder Meeting to obtain the Keystone Shareholder Approval. The parties shall reasonably cooperate with each other in the preparation of the Proxy Statement and to have such document cleared by the SEC as promptly as practicable after such filing. Keystone will notify PARTY B promptly following the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Shareholders Meeting (as amended Proxy Statement or supplemented from time for additional information and will supply PARTY B with copies of all correspondence with the SEC with respect to time, the “Proxy Statement”). The Proxy Statement shall comply in all material respects with all applicable requirements of Law and each of Keystone, (ii) each Purchaser shall promptly provide to Parent any Keystone OP and the ProLogis Parties agrees that the information regarding such Purchaser required provided by it for inclusion or incorporation by reference in the Proxy Statement and each amendment thereto, at the time of mailing thereof and at the time of the Keystone Shareholder Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Keystone shall promptly provide such other information or assistance in date the preparation thereof Proxy Statement as may be reasonably requested by Parent of the approximate date of mailing to its shareholders and (iii) Parent shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to its shareholders at the earliest practicable date. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, (i) PARTY B or Keystone, as the case may be, shall promptly inform the other of such occurrences, (ii) Keystone shall prepare and file with the SEC any such amendment or supplement to the Proxy Statement; provided, however, that no amendment or supplement to the Proxy Statement will be made without prior consultation of ProLogis and providing ProLogis a reasonable opportunity to review and comment on such amendment or supplement, (iii) Keystone shall use its commercially reasonable efforts to have any such amendment or supplement cleared for mailing, to the extent necessary, to Keystone shareholders of Parent as promptly as practicable after such filing and (iv) Keystone shall use its commercially reasonable efforts to have any such amendment or supplement mailed to its shareholders at the Proxy Statement is finalizedearliest practicable date. (b) Parent shall (x) Keystone will, as soon as practicable following the date on which the Proxy Statement is finalizedcleared by the SEC, establish a record date for duly call, give notice of, convene and duly call a hold the Keystone Shareholder Meeting (but in no event shall such meeting of its shareholders to be held no earlier sooner than June 30, 2014ten days, or on any other except as provided in Section 4.1(c) later than 45 days, following the date agreed the Proxy Statement is mailed to by Parent and Purchasers its shareholders), for the purpose of obtaining the Parent Keystone Shareholder Approval (the “Shareholders Meeting”)Approval. Keystone covenants that, (y) duly give notice of the Shareholders Meeting and convene and hold the Shareholders Meeting and (z) use commercially reasonable efforts subject to solicit from its shareholders proxies in favor of the approval of the Transactions. Parent shallSection 6.1, Keystone will, through its board of directors (the “Board of Directors”)Trustees, recommend to its shareholders approval of the REIT Merger and the other transactions contemplated by the Transaction Documents and further covenants that its shareholders vote in favor of and approve the Transactions at the Shareholders Meeting, and the Proxy Statement will include such recommendation. (c) If on the date for the Keystone Shareholders Meeting or any subsequent adjournment thereof pursuant to this Section 4.1(c), Keystone has not received proxies representing a sufficient number of Keystone Common Shares to approve the REIT Merger (but less than a majority of the outstanding Keystone Common Shares have been voted against approval of the REIT Merger), Keystone shall include a statement adjourn the Keystone Shareholder Meeting until such date as shall be mutually agreed upon by Keystone and Merger Sub, which date shall not be less than ten days nor more than 20 days after the date of adjournment, and shall continue to use its commercially reasonable efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the effect that the Board of Directors has recommended that its shareholders vote in favor of and approve the Transactions at the Shareholders Meeting (the “Board Recommendation”). Notwithstanding the foregoing, Parent may adjourn or postpone the Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of Parent or, if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Purchased Assets of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meetingKeystone Shareholder Approval.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following after the execution of this Agreement and, in any event prior to the date which is twenty (20) Business Days after the date of this AgreementAgreement (or such later date as Seller and Buyer may agree, in each case acting reasonably), Seller (iwith the assistance and cooperation of Buyer) Parent shall prepare a proxy statement relating to the Shareholders Meeting (as amended or supplemented from time to time, the “Proxy Statement”), (ii) each Purchaser shall promptly provide to Parent any information regarding such Purchaser required for inclusion in the Proxy Statement and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by Parent and (iii) Parent shall cause the Proxy Statement to be mailed to the shareholders of Parent as promptly as practicable after the Proxy Statement is finalized.the (b) Parent Subject to Section 4.13(a), Seller shall (x) as soon as practicable following take all necessary actions in accordance with applicable Law, the date on which Organizational Documents of Seller and the Proxy Statement is finalizedrules of New York Stock Exchange to duly call, establish a record date for give notice of, convene and duly call hold a meeting of its shareholders to be held no earlier than June 30(including any adjournment, 2014recess, reconvening or on any other date agreed to by Parent and Purchasers postponement thereof, the “Seller Shareholders Meeting”) for the purpose of obtaining the Parent Required Shareholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. For the avoidance of doubt, unless this Agreement is validly terminated in accordance with Section 7.1, Seller shall submit this Agreement to the stockholders of Seller at the Seller Shareholders Meeting for the purpose of obtaining the Required Shareholder Approval even if the Seller Board has effected a Seller Board Recommendation Change. Subject to Section 4.12, Seller shall use its reasonable best efforts to obtain the Required Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, Seller may, with the written consent of Buyer (the “Shareholders Meeting”such consent not to be unreasonably withheld, conditioned or delayed), (y) duly give notice of the Shareholders Meeting and convene and hold the Shareholders Meeting and (z) use commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of the Transactions. Parent shalladjourn, through its board of directors (the “Board of Directors”)recess, recommend to its shareholders that its shareholders vote in favor of and approve the Transactions at the Shareholders Meeting, and the Proxy Statement shall include a statement to the effect that the Board of Directors has recommended that its shareholders vote in favor of and approve the Transactions at the Shareholders Meeting (the “Board Recommendation”). Notwithstanding the foregoing, Parent may adjourn reconvene or postpone the Seller Shareholders Meeting to the extent if Seller reasonably believes that (i) such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Seller’s shareholders within a reasonable amount of Parent or, if as time in advance of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Purchased Assets of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting.Seller Shareholders