REIT means a real estate investment trust within the meaning of
Sections 856 through 860 of the Code.
Release means any release, spill, emission, discharge, injection, disposal,
leaking, pumping, pouring, emptying, escaping, leaching, dumping or discarding on, into or through the environment.
Representatives means, with respect to any Person, such Persons directors, officers, employees, agents, or
representatives (including investment bankers, financial or other advisors or consultants, auditors, accountants, attorneys, brokers, finders or other agents).
SEC means the U.S. Securities and Exchange Commission.
Significant Subsidiary means any Subsidiary of Parent or the Company, as the case may be, that would constitute a
Significant Subsidiary of such Party within the meaning of Rule 1-02 of Regulation S-X of the SEC.
Subsidiary means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, real
estate investment trust, or other organization, whether incorporated or unincorporated, or other legal entity of which (i) such Person directly or indirectly owns or controls at least a majority of the capital stock or other equity interests
having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions; or (ii) such Person holds a majority of the equity economic interest.
Superior Proposal means any bona fide, written Acquisition Proposal made after the date of this Agreement by any
Person (or Persons acting in concert) or Group (other than Parent or any of its Subsidiaries) (with all references to 20% in the definition of Acquisition Proposal being deemed to be references to 50%) on terms that the
Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, and taking into account all the terms and conditions of the Acquisition Proposal that the Company Board considers to be appropriate
(including the identity of the Person(s) making the Acquisition Proposal and the expected timing and likelihood of consummation, conditions to consummation and availability of necessary financing (including, if a cash transaction (in whole or in
part), the availability of such funds and the nature, terms and conditionality of any committed financing)), (A) is more favorable from a financial point of view to holders of Company Common Stock than the Merger and (B) is reasonably capable
of being completed on the terms proposed.
Surviving Company means (a) in the case of the Forward Merger, the
Forward Merger Surviving Company or (b) in the case of the Reverse Merger, the Reverse Merger Surviving Company .
Tax or Taxes means all federal, state, local, foreign and other taxes, levies, fees, imposts,
assessments, impositions or other similar government charges, including income, estimated income, business, occupation, franchise, real property, payroll, personal property, sales, transfer, stamp, use, employment, commercial rent or withholding
(including dividend withholding and withholding required pursuant to Section 1445 and Section 1446 of the Code), occupancy, premium, gross receipts, profits, windfall profits, deemed profits, license, lease, severance, capital, production,
corporation, ad valorem, excise, duty or other taxes, including interest, penalties and additions (to the extent applicable) thereto, whether disputed or not.
-84-