Common use of No Solicitation of Offers; Notice of Proposals from Others Clause in Contracts

No Solicitation of Offers; Notice of Proposals from Others. (a) Until such, if any, time as this Agreement terminates without Acquisition’s purchasing the shares of Common Stock that are properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.1(b), the Company will (i) terminate all ongoing discussions regarding merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) not authorize or permit its or any of its subsidiaries’ directors, officers, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible Acquisition Transaction, and (iii) not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b)). (b) Paragraph (a) will not prevent the Company from providing non-public information about the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b) of this Agreement) to, and engaging in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to an Acquisition Proposal which the Company receives that did not result in whole or in part from a breach of Section 5.1(a), and which the Special Committee, determines, after consultation with its legal advisors and independent financial advisor, would result (if consummated in accordance with its terms) in, or is reasonably likely to lead to a Superior Proposal (as defined below). (c) If the Board, the Special Committee or the Company, directly or through its advisors, receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one Business Day, after the Special Committee receives the Acquisition Proposal or request for non-public information relating to the Company that would reasonably be expected to lead to an Acquisition Proposal, the Company will inform Parent about the Acquisition Proposal or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material proposed terms of the Acquisition Proposal (including the proposed purchase consideration), and the Company will promptly, from time to time, provide Parent with any additional material information the Special Committee or the Company obtains regarding the Acquisition Proposal.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until From the end of the Transaction Solicitation Period until such, if any, time as this Agreement terminates without Acquisition’s purchasing the shares of Common Stock that are is properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.1(b5.2(b), the Company will (i) terminate all ongoing discussions regarding merger, reorganization, share exchange, consolidation Acquisition Proposals or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “otherwise regarding possible Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”)Transactions, (ii) not authorize or permit its or any of its subsidiaries’ ' officers, directors, officers, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible Acquisition Transaction, and (iii) not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b))5.2(b) or any other transaction that would make it impossible or impracticable for Acquisition and the Company to complete the Transactions. (b) Paragraph (a) will not prevent the Company from from, after the end of the Transaction Solicitation Period, providing non-public information about the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b13.2(b) of this Agreement) to, and engaging in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to an Acquisition Proposal which the Company received during the Transaction Solicitation Period, or which the Company receives after the end of the Transaction Solicitation Period that did not result in whole or in part from a breach of Section 5.1(a5.2(a), and which the Special Committee, determines, Committee determines in good faith after consultation with its legal advisors and independent financial advisor, would result (if consummated in accordance with its terms) in, or is reasonably likely to lead result in, a transaction which would be more favorable to a Superior the Company's stockholders than the Tender Offer and the Merger, taking into account all financial, legal, financing, regulatory and other aspects of such Acquisition Proposal (as defined belowincluding the consideration per share that would be received by the Company’s stockholders). (c) If at any time after the BoardTransaction Solicitation Period, the Special Committee or the Company, directly or through its advisorsadvisers, receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one Business Daybusiness day, after the Special Committee receives the Acquisition Proposal or request for non-public information relating to the Company that would reasonably be expected to lead to an Acquisition Proposalinformation, the Company will inform Parent about the Acquisition Proposal or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material proposed terms of the Acquisition Proposal (including the proposed purchase consideration), and the Company will promptly, from time to time, provide Parent with any additional material information the Special Committee or the Company obtains regarding the Acquisition Proposal.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until such, if any, time as this Agreement terminates without Acquisition’s purchasing the shares of Common Stock that are properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.1(b), the The Company will (i) terminate all ongoing discussions regarding mergernot, reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) will not authorize or permit its or any of its subsidiaries’ ' officers, directors, officers, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of, or tender offer for, all or any significant portion of the Company's equity securities or any significant portion of the assets of the Company and its subsidiaries on a consolidated basis (each of these being an "Acquisition Transaction, and (iii) not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b)Proposal"). (b) Paragraph Subparagraph (a) will not prevent the Company from providing non-public information about the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b) of this Agreement) tofrom, and engaging in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to an Acquisition Proposal which the Company receives that did not result in whole or in part from a breach of Section 5.1(a), despite complying with subparagraph (a) and which the Special Committee, Company's Board determines, in good faith after consultation with its legal advisors and independent financial advisor, would result (if consummated in accordance with its terms) inin a transaction which (i) would result in the Company's stockholders' receiving consideration with a value which is greater than the Tender Offer Price and (ii) would be more favorable to the Company's stockholders than the Tender Offer and the Merger, furnishing non-public information (after receipt of an appropriate Confidentiality Agreement) to the person, entity or is reasonably likely to lead to a Superior group (the "Potential Acquiror") which makes the Acquisition Proposal (as defined below)and entering into discussions and negotiations with that Potential Acquiror. (c) If the Board, the Special Committee or the Company, directly or through its advisors, Company receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one Business Day, after the Special Committee receives the Acquisition Proposal or request for non-public information relating to the Company receives a bona fide communication from a person other than Acquisition indicating that would reasonably be expected that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to lead acquire the Company or its Common Stock or assets if the Company's stockholders do not tender their Common Stock to an Acquisition Proposalor do not approve the Merger, the Company will inform Parent about promptly notify Acquisition of that fact and provide Acquisition with all information in the Company's possession which Acquisition reasonably requests regarding the Acquisition Proposal Proposal, solicitation of tenders or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material other proposed terms of the Acquisition Proposal (including the proposed purchase consideration)transaction, and the Company will promptly, from time to time, provide Parent Acquisition with any additional material information the Special Committee or the Company obtains regarding the Acquisition Proposal, the solicitation of tenders or the other proposed transaction.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until such, if any, time as this Agreement terminates without Acquisition’s purchasing the shares of Common Stock that are properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.1(b), the The Company will (i) terminate all ongoing discussions regarding mergernot, reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) will not authorize or permit its or any of its subsidiaries’ directors, officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (including by making available non-public information or otherwiseproviding information) any Acquisition Proposal discussion, negotiation or any inquiry or the making of any proposal or offer with respect to a possible Acquisition Transactionmerger, and (iii) not enter into reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of, or tender offer for, all or any agreement with anyone significant portion of the Company's equity securities or assets of the Company or any of its insurance subsidiaries on a consolidated basis other than Parent the transactions contemplated by this Agreement (each of these being an "Acquisition Proposal"). The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b))Proposal. (b) Paragraph (aSection 4.6(a) will not prevent the Company from providing non-public information about the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b) of this Agreement) tofrom, and engaging in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to an unsolicited written Acquisition Proposal which the Company receives that did not result in whole or in part from a breach of despite complying with Section 5.1(a), 4.6(a) and which the Special Committee, determines, Company's Board of Directors determines in good faith (x) after consultation with its legal advisors and independent financial advisor, would result (if consummated in accordance with its terms) inin a transaction (i) for which financing, to the extent required, is then fully committed or reasonably determined to be available by the Board of Directors of the Company and (ii) would be more favorable over the long term to the Company's shareholders than the Merger after taking into account the strategic benefits anticipated to be derived from the Merger and the prospects of Parent and the Company as a combined company and (y) based upon the written advice of outside counsel that there would be a reasonable probability that the failure to do so would be held to be a breach of the fiduciary duties of the Company's Board of Directors under applicable law (a "Superior Proposal"), furnishing non-public information (after receipt of an appropriate confidentiality agreement that is reasonably likely no less favorable to lead the Company than the Confidentiality Agreement referred to a Superior in Section 9.2 hereof between Parent and the Company) to the person, entity or group (the "Potential Acquiror") which makes the Acquisition Proposal (as defined below)and entering into discussions and negotiations with that Potential Acquiror. (c) If the BoardCompany or any officer, the Special Committee agent or the Company, directly representative thereof receives or through its advisors, receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one Business Day, after the Special Committee receives the Acquisition Proposal or request for non-public information relating to the Company that would reasonably be expected to lead is contacted with respect to an Acquisition Proposal, or the Company learns that any person is contemplating soliciting tenders of Common Stock or otherwise proposes to acquire the Company or a significant portion of its equity securities or all or a significant portion of its and its subsidiaries' assets if the Company's shareholders do not approve the Merger, the Company will inform promptly (but in any event within 24 hours) notify Parent about of that fact and provide Parent with all information in the Company's possession regarding the Acquisition Proposal Proposal, solicitation of tenders or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material other proposed terms of the Acquisition Proposal (including the proposed purchase consideration)transaction, and the Company will promptlypromptly (but in any event within 24 hours), from time to time, provide Parent with any additional material information the Special Committee or the Company obtains regarding the Acquisition Proposal, solicitation of tenders or other proposed transaction.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until such, if any, time as this Agreement terminates without Acquisition’s purchasing After the shares end of Common Stock that are properly tendered in response to the Tender Offer and not withdrawnTransaction Solicitation Period, except as otherwise provided in Section 5.1(b5.6(b), the Company will shall, except, in each case, with respect to any Excluded Party, (i) terminate all ongoing discussions regarding merger, reorganization, share exchange, consolidation Acquisition Proposals or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company otherwise regarding possible Acquisition Transactions and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) not authorize or permit its or any of its subsidiariesSubsidiaries’ officers, directors, officers, employees, agents or representatives other Representatives (including any investment banker, attorney or accountant retained by it acting on behalf of the Company or by any of its subsidiaries) or any other person the Subsidiaries of the Company), directly or indirectly indirectly, to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any inquiry, proposal or offer with respect to a possible Acquisition Transaction; provided, however, nothing contained herein shall prohibit a verbal interaction initiated by a Prospective Acquirer on an unsolicited basis so long as the Company’s participation is solely to clarify the terms and (iii) conditions of any proposal the Prospective Acquirer has made. If the Company provides to any Prospective Acquirer non-public information about the Company or any of its Subsidiaries that the Company has not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b))provided to Parent, the Company will promptly provide that non-public information to Parent. (b) Paragraph Notwithstanding anything to the contrary set forth in Section 5.6(a) or elsewhere in this Agreement, the Company, its Subsidiaries and their respective Representatives may (ai) will not prevent the Company from providing request clarifications from, provide non-public information about the Company and its subsidiaries Subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b) of this an Acceptable Confidentiality Agreement) to, to and engaging engage in discussions and negotiations with a Prospective Acquirer regarding a possible Acquisition Transaction with, a prospective acquirer in response to an Acquisition Proposal which or any inquiry, proposal or offer with respect to a possible Acquisition Transaction that the Company receives that did not result after the end of the Transaction Solicitation Period despite complying in whole or in part from a breach of all material respects with Section 5.1(a5.6(a), and which that the Special Committee, Company Board determines, in good faith after consultation with its legal advisors the Company’s financial advisor and independent financial advisoroutside counsel, constitutes, or would reasonably be expected to result (if consummated in accordance with its terms) in, or is reasonably likely a transaction that would be more favorable to lead the holders of the Company Common Stock than the Mergers, and (ii) execute and enter into a binding agreement, on such terms and conditions as the Company Board may determine (an “Alternative Acquisition Agreement”), with respect to an Acquisition Proposal that the Company Board determines constitutes a Superior Proposal; provided that any Alternative Acquisition Agreement must expressly provide that the Company may terminate such Alternative Acquisition Agreement without cost to the Company, and the Company will not have any obligations or be subject to any restrictions under or as a result of the Alternate Acquisition Agreement in the event Parent agrees, pursuant to the terms of Section 7.1(d)(ii), to amend the terms and conditions of this Agreement so that such Acquisition Proposal (as defined below)would cease to constitute a Superior Proposal. (c) If at any time after the Boardend of the Transaction Solicitation Period, the Special Committee or the Company, directly or through its advisors, Company receives an Acquisition Proposal or Proposal, a request for non-public information in connection with an Acquisition Proposal or an indication that a prospective acquirer Prospective Acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one two Business DayDays, after the Special Committee Company receives the such Acquisition Proposal or Proposal, request for non-public information relating or indication of intent to the Company that would reasonably be expected to lead to make an Acquisition Proposal, the Company will inform Parent about the such Acquisition Proposal Proposal, request or request indication, including the identity of the person who made Prospective Acquirer from which the Acquisition Proposal, request or intends to make an Acquisition Proposal indication was received, and a reasonably detailed description of the its material proposed terms of the Acquisition Proposal (including the proposed purchase consideration)terms, and the Company will promptly, from time to time, provide Parent with any additional material information the Special Committee or the Company obtains regarding the Acquisition Proposal, request or indication, including information about steps that are taken in response to it or in furtherance of a possible Acquisition Transaction.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until suchNeither the Company nor any of its Subsidiaries shall (and the Company shall cause the officers, if anydirectors, time as this Agreement terminates without Acquisition’s purchasing employees, representatives and agents of the shares Company and each of Common Stock that are properly tendered in response to the Tender Offer its Subsidiaries, including investment bankers, attorneys and accountants, not withdrawn, except as provided in Section 5.1(bto), directly or indirectly, encourage, solicit, participate in or initiate (including by way of furnishing or disclosing non-public information) or knowingly take any action designed to facilitate any discussions, inquiries, negotiations or the Company will (i) terminate all ongoing discussions regarding making of any proposals with respect to or concerning any merger, reorganizationconsolidation, share acquisition, asset purchase, share exchange, consolidation business combination, tender offer, exchange offer or similar transaction involving the Company, acquisition of all or a purchase of or tender offer for a majority of the Company’s equity securities or a majority substantial portion of the assets of the Company and its subsidiaries on Subsidiaries, taken as a consolidated basis whole, or a significant equity interest in (each including by way of tender offer), or a recapitalization or restructuring of, the Company (any of those proposed transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “"Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”"), (ii) not authorize or permit its or any of its subsidiaries’ directors, officers, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) . Nothing contained in this Section 5.3 or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry provision of this Agreement shall prohibit the Company or the making of any proposal or offer Board from (i) taking and disclosing to the Company's stockholders a position with respect to a possible tender or exchange offer by a third party not solicited, encouraged, discussed, continued or failed to be ceased or terminated in contravention of this Agreement pursuant to Rules 14d-9 and 14e-2 under the Exchange Act, or (ii) making such disclosure to the Company's stockholders as, in the good faith judgment of the Board, pursuant to advice from outside counsel, is reasonably expected to be required under applicable law, provided that the Company may not, except as permitted by Section 8.3, withdraw or modify its position with respect to the Merger or approve or recommend any Acquisition TransactionProposal, and (iii) not or enter into any agreement with anyone other than Parent or respect to any Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b)). (b) Paragraph (a) will not prevent Proposal. Upon execution of this Agreement, the Company from providing will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the Effective Time, the Company may furnish information (including non-public information about information) to any Person pursuant to appropriate confidentiality agreements (which shall permit the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in disclosure contemplated by this Section 12.2(b) of this Agreement) to5.3(a)), and engaging may negotiate and participate in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to with such Person concerning an Acquisition Proposal if: (A) such entity or group has, on an unsolicited basis, submitted a bona fide written proposal to the Board relating to any such transaction which the Company receives that did not result Board determines in whole or in part from a breach good faith, consistent with advice of Section 5.1(a)an independent investment banker, (i) is reasonably capable of being funded on the disclosed terms and which the Special Committee, determines, after consultation with its legal advisors and independent financial advisor, would result (if ii) is reasonably likely to be consummated in accordance with its terms) in, or is reasonably likely to lead to a Superior Proposal (as defined below).; and (cB) If in the Board, opinion of the Special Committee or such action is reasonably expected to be required in order to discharge the Board's fiduciary duties to the Company's stockholders under applicable law, directly or through its advisors, receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one Business Day, determined only after the Special Committee receives concludes in good faith that the Acquisition Proposal or request for non-public information relating to the Company that would could reasonably be expected to lead constitute a proposal that is superior, from a financial point of view with respect to the stockholders of the Company, excluding the Principal Stockholders, to the Merger (a "Superior Proposal"). The Company will promptly notify the Parent of (i) the existence of any Acquisition Proposal received by the Company or its agents or representatives, the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, or (ii) any inquiry received by the Company or any of its agents or representatives, in each case, with respect to an Acquisition Proposal, the Company will inform Parent about the Acquisition Proposal or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material proposed terms of the Acquisition Proposal (including the proposed purchase consideration), and the Company will promptlypromptly communicate to the Parent any material changes in the terms and conditions of any such Acquisition Proposal which it or any of its representatives may receive. The Company will promptly provide to the Parent any non-public information concerning the Company provided to any other party which was not previously provided to the Parent. (b) Except as set forth below in this Section 5.3(b), from time neither the Board nor any committee thereof shall (i) withdraw or modify the approval or recommendation by such Board or any such committee of this Agreement or the Merger, (ii) approve or recommend any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding anything set forth in this Agreement, prior to the Effective Time, the Board may, at any time, provide Parent with any additional material information the Special Committee withdraw or modify its approval or recommendation of this Agreement or the Merger, approve or recommend a Superior Proposal, or enter into an agreement with respect to a Superior Proposal, in each case at any time after the fourth Business Day following the Parent's receipt of written notice from the Company obtains regarding advising the Acquisition Parent that the Board has received a Superior Proposal which it intends to accept, specifying the terms and conditions of such Superior Proposal and identifying the Person making such Superior Proposal.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until such, if any, time as this Agreement terminates without Acquisition’s purchasing the shares of Common Stock that are properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.1(b), the The Company will (i) terminate all ongoing discussions regarding mergernot, reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) will not authorize or permit its or any of its subsidiaries’ ' officers, directors, officers, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of or tender offer for, all or any significant portion of the Company's equity securities or any significant portion of the assets of the Company and its subsidiaries on a consolidated basis (each of these being an "Acquisition Transaction, and (iii) not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b)Proposal"). (b) Paragraph Subparagraph (a) will not prevent the Company from providing non-public information about the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b) of this Agreement) tofrom, and engaging in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to an Acquisition Proposal which the Company receives that did not result in whole or in part from a breach of Section 5.1(a), despite complying with subparagraph (a) and which the Special Committee, Company's Board determines, in good faith after consultation with its legal advisors and independent financial advisor, would result (if consummated in accordance with its terms) inin a transaction which (i) would result in the Company's stockholders' receiving cash consideration which is substantially greater than the Tender Offer Price and (ii) would be more favorable to the Company's stockholders than the Tender Offer and the Merger, furnishing non-public information to the person, entity or is reasonably likely to lead to a Superior group (the "Potential Acquiror") which makes the Acquisition Proposal (as defined below)and entering into discussions and negotiations with the Potential Acquiror. (c) If the Board, the Special Committee or the Company, directly or through its advisors, Company receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one Business Day, after the Special Committee receives the Acquisition Proposal or request for non-public information relating to the Company learns that would reasonably be expected someone other than Acquisition is contemplating soliciting tenders of Common Stock or otherwise proposes to lead acquire the Company or its Common Stock if the Company's 26 31 stockholders do not tender their Common Stock to an Acquisition Proposalor do not approve the Merger, the Company will inform Parent about promptly notify Acquisition of that fact and provide Acquisition with all information in the Company's possession which Acquisition reasonably requests regarding the Acquisition Proposal Proposal, solicitation of tenders or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material other proposed terms of the Acquisition Proposal (including the proposed purchase consideration)transaction, and the Company will promptly, from time to time, provide Parent Acquisition with any additional material information the Special Committee or the Company obtains regarding the Acquisition Proposal, the solicitation of tenders or the other proposed transaction.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until such, if any, time as this Agreement terminates without Acquisition’s purchasing the shares of Common Stock that are properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.1(b), the The Company will (i) terminate all ongoing discussions regarding mergernot, reorganizationand will not authorize or, share exchange, consolidation or similar transaction involving insofar as it is within the Company's control, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) not authorize or permit its or any of its subsidiaries’ ' officers, directors, officers, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible Acquisition Transactionmerger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of or tender offer for, all or any significant portion of the Company's equity securities or any significant portion of the assets of the Company and (iii) not enter into any agreement with anyone its subsidiaries on a consolidated basis, other than Parent or Wilshire Homes (each of these being an "Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b)Proposal"). (b) Paragraph Subparagraph (a) will not prevent the Company from providing non-public information about the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b) of this Agreement) tofrom, and engaging in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to an Acquisition Proposal which the Company receives that did not result in whole or in part from a breach of Section 5.1(a), despite complying with subparagraph (a) and which the Special Committee, Company's Board determines, in good faith after consultation with its legal advisors and independent financial advisor, would result (if consummated in accordance with its terms) inin a transaction which (i) would result in the Company's stockholders' receiving consideration with a value per share of Common Stock which is greater than the Tender Offer Price and (ii) would be more favorable to the Company's stockholders than the Tender Offer and the Merger, furnishing non-public information (after receipt of a confidentiality agreement in customary form) to the person, entity or is reasonably likely to lead to a Superior group (the "Potential Acquiror") which makes the Acquisition Proposal (as defined below)and entering into discussions and negotiations with that Potential Acquiror. (c) If the Board, the Special Committee or the Company, directly or through its advisors, Company receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one Business Day, after the Special Committee receives the Acquisition Proposal or request for non-public information relating to the Company learns that would reasonably be expected someone other than Acquisition is contemplating soliciting tenders of Common Stock or otherwise proposes to lead acquire the Company or a substantial portion of its Common Stock or assets (other than in the ordinary course of business) if the Company's stockholders do not tender their Common Stock to an Acquisition Proposalor do not approve the Merger, the Company will inform Parent about promptly notify Acquisition of that fact and provide Acquisition with all information in the Company's possession which Acquisition reasonably requests regarding the Acquisition Proposal Proposal, solicitation of tenders or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material other proposed terms of the Acquisition Proposal (including the proposed purchase consideration)transaction, and the Company will promptly, from time to time, provide Parent Acquisition with any additional material information the Special Committee or (other than immaterial details) the Company obtains regarding the Acquisition Proposal, the solicitation of tenders or the other proposed transaction.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until suchNone of USL, if anyLP or MBO will, time as this Agreement terminates without Acquisition’s purchasing the shares and none of Common Stock that are properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.1(b), the Company them will (i) terminate all ongoing discussions regarding merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) not authorize or permit its or any of its or its subsidiaries’ officers, directors, officers, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to to, initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible merger, share purchase, asset purchase or other transaction involving USL, LP or MBO that would make it impossible or impractical for the Mergers and the purchase of the partners’ interests in the Partnership contemplated by this Agreement to take place (a proposal for a transaction of that type being an “Acquisition Transaction, and (iii) not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b)Proposal”). (b) Paragraph Subparagraph (a) will not prevent the Company from providing non-public information about the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b) of this Agreement) toUSL from, and engaging in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to an Acquisition Proposal Proposal, or an inquiry related to a specific possible Acquisition Proposal, which the Company USL receives that did not result in whole or in part from a breach of Section 5.1(a), despite complying with subparagraph (a) and which the Special Committee, Acquisition Proposal or inquiry USL’s Board determines, in good faith after consultation with its legal advisors and independent financial advisor, would result presents a reasonable likelihood of resulting (if consummated in accordance with its terms) inin a transaction which would be more favorable to USL’s stockholders or creditors than carrying out the transactions that are the subject of this Agreement, furnishing non-public information (after receipt of an appropriate Confidentiality Agreement) to the person, entity or is reasonably likely to lead to a Superior group (the “Potential Acquiror”) which makes the Acquisition Proposal (as defined below)and entering into discussions and negotiations with that Potential Acquiror. (c) If the Board, the Special Committee or the Company, directly or through its advisors, USL receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as or an inquiry about a specific Acquisition Proposal, USL will promptly as practicable, notify ERP of that fact and provide ERP with all material information in any event within one Business Day, after USL’s possession regarding the Special Committee receives person who made the Acquisition Proposal or request for non-public information relating to inquiry and the Company that would reasonably be expected to lead to an Acquisition Proposal, the Company will inform Parent about the Acquisition Proposal or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material proposed terms of the Acquisition Proposal, or the possible Acquisition Proposal (including that is the proposed purchase consideration)subject of the inquiry, and all other information that ERP reasonably requests regarding the Company Acquisition Proposal or inquiry, and USL will promptly, from time to time, provide Parent ERP with any additional material information USL obtains, or other additional information in USL’s possession that ERP reasonably requests, regarding the Special Committee Acquisition Proposal or efforts to reach agreement regarding the Company obtains regarding transaction that is the subject of the Acquisition Proposal.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until such, if any, time as this Agreement terminates without Acquisition’s purchasing the shares of Common Stock that are properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.1(b), the The Company will (i) terminate all ongoing discussions regarding mergernot, reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) will not authorize or permit its or any of its subsidiaries’ ' officers, directors, officers, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of or tender offer for, all or any significant portion of the Company's equity securities or any significant portion of the assets of the Company and its subsidiaries on a consolidated basis (each of these being an "Acquisition Transaction, and (iii) not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b)Proposal"). (b) Paragraph Subparagraph (a) will not prevent the Company from providing non-public information about the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b) of this Agreement) tofrom, and engaging in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to an Acquisition Proposal which the Company receives that did not result in whole or in part from a breach of Section 5.1(a), despite complying with subparagraph (a) and which the Special Committee, Company's Board determines, in good faith after consultation with its legal advisors and independent financial advisor, would result (if consummated in accordance with its terms) inin a transaction which (i) would result in the Company's stockholders' receiving cash consideration which is substantially greater than the Tender Offer Price and (ii) would be more favorable to the Company's stockholders than the Tender Offer and the Merger, furnishing non-public information to the person, entity or is reasonably likely to lead to a Superior group (the "Potential Acquiror") which makes the Acquisition Proposal (as defined below)and entering into discussions and negotiations with the Potential Acquiror. (c) If the Board, the Special Committee or the Company, directly or through its advisors, Company receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one Business Day, after the Special Committee receives the Acquisition Proposal or request for non-public information relating to the Company learns that would reasonably be expected someone other than Acquisition is contemplating soliciting tenders of Common Stock or otherwise proposes to lead acquire the Company or its Common Stock if the Company's 26 30 stockholders do not tender their Common Stock to an Acquisition Proposalor do not approve the Merger, the Company will inform Parent about promptly notify Acquisition of that fact and provide Acquisition with all information in the Company's possession which Acquisition reasonably requests regarding the Acquisition Proposal Proposal, solicitation of tenders or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material other proposed terms of the Acquisition Proposal (including the proposed purchase consideration)transaction, and the Company will promptly, from time to time, provide Parent Acquisition with any additional material information the Special Committee or the Company obtains regarding the Acquisition Proposal, the solicitation of tenders or the other proposed transaction.

No Solicitation of Offers; Notice of Proposals from Others. (a) Until such, if any, time as this Agreement terminates without Acquisition’s purchasing the shares of Common Stock that are properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.1(b), the The Company will (i) terminate all ongoing discussions regarding mergernot, reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”, a proposal or offer to enter into an Acquisition Transaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) will not authorize or permit its its, or any of its subsidiaries’ directors', officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information any discussion, negotiation or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of, or tender offer for, all or any significant portion of the Company's equity securities or any significant portion of the assets of the Company and its subsidiaries on a consolidated basis (each of these being an "Acquisition Transaction, and (iii) not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.1(b)Proposal"). (b) Paragraph Subparagraph (a) will not prevent the Company from providing non-public information about the Company and its subsidiaries (subject to a confidentiality agreement that has substantially the same terms as those contained in Section 12.2(b) of this Agreement) tofrom, and engaging in discussions and negotiations regarding a possible Acquisition Transaction with, a prospective acquirer in response to an Acquisition Proposal which the Company receives that did not result in whole or in part from a breach of Section 5.1(a), despite complying with subparagraph (a) and which the Special Committee, Company's Board of Directors determines, in good faith after consultation with its legal advisors and independent financial advisor, would result (if consummated in accordance with its terms) inin a transaction which would be more favorable to the Company's stockholders than the Merger, furnishing non-public information (after receipt of an appropriate Confidentiality Agreement) to the person, entity or is reasonably likely to lead to a Superior group (the "Potential Acquiror") which makes the Acquisition Proposal (as defined below)and entering into discussions and negotiations with that Potential Acquiror. (c) Subparagraph (a) will not prevent the Company from complying with Rule 14e-2(a) under the Exchange Act. (d) If the Board, the Special Committee or the Company, directly or through its advisors, Company receives an Acquisition Proposal or a request for non-public information or an indication that a prospective acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within one Business Day, after the Special Committee receives the Acquisition Proposal or request for non-public information relating to the Company learns that would reasonably be expected someone intends to lead solicit tenders of Company Common Stock or otherwise proposes to an Acquisition Proposalacquire the Company or a significant portion of its equity securities or its and its subsidiaries' assets if the Company's stockholders do not approve the Merger, the Company will inform Parent about promptly notify Sema of that fact and provide Sema with all information in the Company's possession which Sema reasonably requests regarding the Acquisition Proposal Proposal, solicitation of tenders or request including the identity of the person who made or intends to make an Acquisition Proposal and a reasonably detailed description of the material other proposed terms of the Acquisition Proposal (including the proposed purchase consideration)transaction, and the Company will promptly, from time to time, provide Parent Sema with any additional material information the Special Committee or the Company obtains regarding the Acquisition Proposal, solicitation of tenders or other proposed transaction. (e) Without limiting what is said in Subparagraph (d), if the Company's Board of Directors makes a determination described in Subparagraph (b) and decides to furnish non-public information to a Potential Acquiror, the Company will promptly (and in any event within 2 business days) notify Sema of that decision.