consummation of the Merger and the other transactions contemplated thereby and (B) any proposal to adjourn or postpone such meeting of stockholders of the Issuer to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement, and (ii) against (A) any Competing Proposal, Alternative Acquisition Agreement or any of the transactions contemplated thereby, and (B) any action which would reasonably be expected to prevent, materially delay or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, in each case, subject to the limitations set forth in the applicable Voting and Support Agreement.
As of the date hereof, the Common Stock currently beneficially owned and subject to the C&E Voting and Support Agreements represents, in the aggregate, approximately 6.7% of the outstanding shares of Common Stock, and the Common Stock currently beneficially owned and subject to the Conversant Voting and Support Agreement represents, in the aggregate, approximately 10.3% of the outstanding shares of Common Stock.
Subject to certain exceptions, each Voting and Support Agreement prohibits certain transfers by the Subject Stockholders of any of the shares of Common Stock subject to such Voting and Support Agreement prior to the Stockholder Approval and certain other actions that would impair the ability of the Subject Stockholders to fulfill their respective obligations under their respective Voting and Support Agreement. The Voting and Support Agreements also contain non-solicitation covenants with respect to alternative transactions generally similar to those contained in the Merger Agreement with respect to the Issuer.
Each Voting and Support Agreement terminates automatically on the earliest to occur of (i) the Merger Effective Time, (ii) the delivery of written notice by the Issuer to Parent of an Adverse Recommendation Change (as defined in the Merger Agreement) made in compliance with the Merger Agreement, (iii) certain amendments or waivers of the Merger Agreement without such Subject Stockholder’s prior consent, (iv) the termination of the Merger Agreement and (v) mutual written consent of the parties to such Voting and Support Agreement.
The foregoing description of the Voting and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of, in the case of the C&E Voting and Support Agreements, the form of voting and support agreement, which is filed as Exhibit D hereto and incorporated herein by reference, and, in the case of the Conversant Voting and Support Agreement, the Conversant Voting and Support Agreement, which is filed as Exhibit E hereto and incorporated herein by reference.
Equity Commitment Letter
Certain entities affiliated with the Reporting Persons have committed to fund Parent and/or Merger Sub, prior to or substantially concurrently with the closing of the Merger, with aggregate equity contributions in an amount equal to $527 million, subject to the terms and conditions set forth in such equity commitment letter, dated as of February 22, 2023 (such equity commitment letter, the “Equity Commitment Letter”).
The aggregate proceeds of the Equity Commitment Letter, together with the aggregate proceeds from an equity commitment letter provided by an entity affiliated with GIC Real Estate, Inc., will be sufficient for Parent and/or Merger Sub to pay all amounts the Parent Parties may be obligated to pay pursuant to the Merger Agreement or the Merger, including the aggregate Merger Consideration and all related fees and expenses.
The foregoing description of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Commitment Letter, which is filed as Exhibit F hereto and incorporated herein by reference.
Limited Guarantee
In addition, certain affiliates of the Reporting Persons have entered into a limited guarantee for certain other payment obligations of the Parent Parties under the Merger Agreement in favor of the Issuer (such limited guarantee, the “Limited Guarantee”), up to approximately $37.7 million, subject to the terms and conditions of the such limited guarantee.
The foregoing description of the Limited Guarantee does not purport to be complete and is qualified in its entirety by reference to the full text of the Limited Guarantee, which is filed as Exhibit G hereto and incorporated herein by reference.
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