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Title: |
Voting Agreement |
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Entities: |
Camden Property Trust; Summit Properties Inc.; Summit Properties Partnership LP |
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Date: |
2004 |
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Size: |
Preview shows 4KB of 12KB total |
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Price: |
$34 |
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ID: |
#335468 |
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VOTING AGREEMENT
This VOTING AGREEMENT (this Agreement) is entered into on October 4, 2004 by and between Camden Property Trust, a Texas real estate investment trust (Parent), and the undersigned limited partners (each a Limited Partner and, collectively, the Limited Partners) of Summit Properties Partnership, L.P., a Delaware limited partnership (Limited Partnership).
WHEREAS, Summit Properties Inc., a Maryland corporation (the Company), is the general partner of the Partnership;
WHEREAS, pursuant to an Agreement and Plan of Merger dated of even date herewith (the Merger Agreement) among Parent, Camden Sparks, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and the Company, the Company will be merged with and into Merger Sub (the Merger) (all capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement);
WHEREAS, the Limited Partner owns beneficially and of record units of limited partnership interest (the OP Units) and, to induce Parent to enter into the Merger Agreement, the Limited Partner has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Disposition of Units. Subject to the automatic early termination of this Agreement pursuant to Section 5 hereof, the Limited Partner agrees, for the period from the date hereof through the first to occur of the following: (i) the date on which the Merger is consummated, (ii) the date on which the Merger Agreement is terminated (or terminates by operation of its provisions) pursuant to Article VIII of the Merger Agreement, or (iii) the date on which the Company, orally or in writing, states to Parent or the Merger Sub its intention to terminate the Merger Agreement (such earliest period hereinafter referred to as the Term), that the Limited Partner, except as contemplated hereby, (a) will not directly or indirectly sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other agreement with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of any OP Units now owned or hereafter acquired by the Limited Partner, except for transfers approved in writing by Parent, (b) grant any proxies, deposit the OP Units into a voting trust or enter into a voting agreement with respect to any OP Units, or (c) take any action that would have the effect of preventing or disabling the Limited Partner from performing its obligations under this Agreement.
2. Voting. The Limited Partner agrees during the Term to cast all votes attributable to the OP Units now and hereafter beneficially owned by the Limited Partner at any annual or special meeting of partners of the Partnership, including any adjournments or postponements thereof, or pursuant to any written consent of the partners of the Partnership, in favor of (a) the adoption of the Second Amended and Restated Agreement of Limited Partnership of Summit
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