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) The Company will not, and will not authorize or permit its or any of its subsidiaries' officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) directly or indirectly to initiate, solicit, encourage or otherwise facilitate any inquiry or the making of any proposal or offer with respect to a 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 Proposal"). (b) Subparagraph (a) will not prevent the Company from, in response to an Acquisition Proposal which the Company receives despite complying with subparagraph (a) and which the Company's Board determines, in good faith after consultation with its independent financial advisor, would result (if consummated in accordance with its terms) in 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 group (the "Potential Acquiror") which makes the Acquisition Proposal and entering into discussions and negotiations with that Potential Acquiror. (c) If the Company receives an Acquisition Proposal, or the Company receives a bona fide communication from a person other than Acquisition indicating that that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to acquire the Company or its Common Stock or assets if the Company's stockholders do not tender their Common Stock to Acquisition or do not approve the Merger, the Company will 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, solicitation of tenders or other proposed transaction, and the Company will promptly, from time to time, provide Acquisition with any additional information 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) The After the end of the Transaction Solicitation Period, except as otherwise provided in Section 5.6(b), the Company will notshall, except, in each case, with respect to any Excluded Party, (i) terminate all ongoing discussions regarding Acquisition Proposals or otherwise regarding possible Acquisition Transactions and will (ii) not authorize or permit its or any of its subsidiaries' Subsidiaries’ officers, directors, 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) 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 inquiry Acquisition Proposal or the making of any inquiry, proposal or offer with respect to a mergerpossible Acquisition Transaction; provided, reorganizationhowever, share exchange, consolidation or similar transaction involving 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 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 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 its Subsidiaries that the Company and its subsidiaries on a consolidated basis (each of these being an "Acquisition Proposal")has not provided to Parent, the Company will promptly provide that non-public information to Parent. (b) Subparagraph 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 request clarifications from, provide non-public information about the Company from, and its Subsidiaries (subject to an Acceptable Confidentiality Agreement) to and engage in discussions and negotiations with a Prospective Acquirer regarding a possible Acquisition Transaction in response to an Acquisition Proposal which or any inquiry, proposal or offer with respect to a possible Acquisition Transaction that the Company receives after the end of the Transaction Solicitation Period despite complying in all material respects with subparagraph (a) Section 5.6(a), and which that the Company's Company Board determines, in good faith after consultation with its independent the Company’s financial advisoradvisor and outside counsel, constitutes, or would reasonably be expected to result (if consummated in accordance with its terms) in in, 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) that would be more favorable to the Company's stockholders holders of the Company Common Stock than the Tender Offer 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 MergerCompany 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, furnishing non-public information (after receipt of an appropriate Confidentiality Agreement) pursuant to the personterms of Section 7.1(d)(ii), entity or group (to amend the "Potential Acquiror") which makes the terms and conditions of this Agreement so that such Acquisition Proposal and entering into discussions and negotiations with that Potential Acquirorwould cease to constitute a Superior Proposal. (c) If at any time after the end of the Transaction Solicitation Period, the Company receives an Acquisition Proposal, a request for non-public information in connection with an Acquisition Proposal or an indication that a Prospective Acquirer intends to make an Acquisition Proposal, as promptly as practicable, and in any event within two Business Days, after the Company receives a bona fide communication from a person other than such Acquisition indicating that that other person is contemplating soliciting tenders Proposal, request for non-public information or indication of Common Stock or otherwise proposes intent to acquire the Company or its Common Stock or assets if the Company's stockholders do not tender their Common Stock to make an Acquisition or do not approve the MergerProposal, the Company will promptly notify inform Parent about such Acquisition Proposal, request or indication, including the identity of that fact and provide Acquisition with all information in the Company's possession Prospective Acquirer from which Acquisition reasonably requests regarding the Acquisition Proposal, solicitation request or indication was received, and a reasonably detailed description of tenders or other proposed transactionits material terms, and the Company will promptly, from time to time, provide Acquisition Parent with any additional material information the Company obtains regarding the Acquisition Proposal, the solicitation request or indication, including information about steps that are taken in response to it or in furtherance of tenders or the other proposed transactiona possible Acquisition Transaction.

No Solicitation of Offers; Notice of Proposals from Others. (a) The 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 not(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 will 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, 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 or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a mergerpossible Acquisition Transaction, reorganization, share exchange, consolidation and (iii) not enter into any agreement with anyone other than Parent 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 Acquisition regarding an Acquisition Transaction (other than a consolidated basis (each of these being an "Acquisition Proposal"confidentiality agreement permitted by Section 5.1(b)). (b) Subparagraph Paragraph (a) will not prevent the Company fromfrom 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 despite complying with subparagraph (a) that did not result in whole or in part from a breach of Section 5.1(a), and which the Company's Board Special 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 in, or is reasonably likely to lead to a transaction which Superior Proposal (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 group (the "Potential Acquiror") which makes the Acquisition Proposal and entering into discussions and negotiations with that Potential Acquiroras defined below). (c) If the Company 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 receives a bona fide communication from a person other than that would reasonably be expected to lead to an Acquisition indicating that that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to acquire the Company or its Common Stock or assets if the Company's stockholders do not tender their Common Stock to Acquisition or do not approve the MergerProposal, the Company will promptly notify Acquisition of that fact and provide Acquisition with all information in the Company's possession which Acquisition reasonably requests regarding inform Parent about the Acquisition Proposal, solicitation Proposal or request including the identity of tenders the person who made or other intends to make an Acquisition Proposal and a reasonably detailed description of the material proposed transactionterms of the Acquisition Proposal (including the proposed purchase consideration), and the Company will promptly, from time to time, provide Acquisition Parent 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) The Except as set forth in this Section 4.7 and Section 4.8, (i) the Company will terminate all ongoing discussions regarding Company Acquisition Proposals or otherwise regarding possible Company Acquisition Transactions, and (ii) except as provided in Section 4.7(b), the Company will not, and will not authorize or permit approve and will use its or reasonable best efforts to prevent, any of its or its subsidiaries' ’ officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of acting on its subsidiaries) behalf), directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any inquiry or the making of any proposal or offer with respect to (A) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or (B) any purchase of, of or tender or exchange offer for, for all or any significant portion of the Company's ’s equity securities securities, or (C) any purchase of all or, except in the ordinary course of business, a significant portion of the assets of the Company and its subsidiaries on a consolidated basis (each of these being an "a “Company Acquisition Transaction,” and a proposal to enter into a Company Acquisition Transaction, whether made to the Company or its stockholders, being a “Company Acquisition Proposal"”); provided, however, nothing contained herein shall prohibit an interaction with a Potential Acquiror solely to clarify the terms and conditions of any Company Acquisition Proposal the Potential Acquiror has made. (b) Subparagraph (aSection 4.7(a) will not prevent the Company from, in response to an a Company Acquisition Proposal which the Company receives despite complying with subparagraph (aSection 4.7(a) in all material respects, and which the Company's Company Board determines, determines in good faith faith, after consultation with its independent financial advisor, constitutes or would be reasonably expected to result (if consummated in accordance with its terms) in in, 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 ’s stockholders than the Tender Offer and the Merger, furnishing non-public information (after receipt of an appropriate Appropriate Confidentiality Agreement) to the person, entity or group (the "“Potential Acquiror"”) which makes the Company Acquisition Proposal and entering into discussions and negotiations with that Potential Acquiror. (c) If at any time, the Company receives an a Company Acquisition Proposal or a request for non-public information in connection with a Company Acquisition Proposal, or an indication that a Potential Acquiror intends to make a Company Acquisition Proposal, as promptly as practicable, and in any event within two business days after the Company receives a bona fide communication from a person other than Acquisition indicating that that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to acquire the Company Acquisition Proposal, request for non-public information or its Common Stock or assets if the Company's stockholders do not tender their Common Stock indication of intent to make a Company Acquisition or do not approve the MergerProposal, the Company will promptly notify Acquisition of that fact and provide Acquisition with all information in the Company's possession which Acquisition reasonably requests regarding the inform Parent about such Company Acquisition Proposal, solicitation request or indication, including the identity of tenders the Potential Acquiror from which the Company Acquisition Proposal, request or other proposed transactionindication was received, and a reasonably detailed description of its material terms, and the Company will promptly, from time to time, provide Acquisition Parent with any additional information the Company obtains regarding the such Company Acquisition Proposal, request or notification from the solicitation Potential Acquiror, and otherwise keep Parent reasonably informed of tenders or the other proposed transactionstatus of such possible Company Acquisition Proposal.

No Solicitation of Offers; Notice of Proposals from Others. (a) The Company will not, and will not authorize or permit its or any of its subsidiaries' officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) directly or indirectly to initiate, solicit, encourage or otherwise facilitate any inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of, 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 Proposal"). (b) Subparagraph (a) will not prevent the Company from, in response to an Acquisition Proposal which the Company receives despite complying with subparagraph (a) and which the Company's Board determines, in good faith after consultation with its independent financial advisor, would result (if consummated in accordance with its terms) in a transaction which (i) would result in the Company's stockholders' receiving cash consideration with a value 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 (after receipt of an appropriate Confidentiality Agreement) to the person, entity or group (the "Potential Acquiror") which makes the Acquisition Proposal and entering into discussions and negotiations with that the Potential Acquiror. (c) If the Company receives an Acquisition Proposal, or the Company receives a bona fide communication from a person learns that someone other than Acquisition indicating that that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to acquire the Company or its Common Stock or assets if the Company's 26 30 stockholders do not tender their Common Stock to Acquisition or do not approve the Merger, the Company will 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, solicitation of tenders or other proposed transaction, and the Company will promptly, from time to time, provide Acquisition with any additional information 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) The Company will not, and will not authorize or permit its its, or any of its subsidiaries' ', officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) directly or indirectly to initiate, solicit, encourage or otherwise facilitate any discussion, negotiation or inquiry or the making of any proposal or offer with respect to a 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 Proposal"). (b) Subparagraph (a) will not prevent the Company from, in response to an Acquisition Proposal which the Company receives despite complying with subparagraph (a) and which the Company's Board of Directors determines, in good faith after consultation with its independent financial advisor, would result (if consummated in accordance with its terms) in 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 group (the "Potential Acquiror") which makes the Acquisition Proposal 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 Company receives an Acquisition Proposal, or the Company receives a bona fide communication from a person other than Acquisition indicating learns that that other person is contemplating soliciting someone intends to solicit tenders of Company Common Stock or otherwise proposes to acquire the Company or a significant portion of its Common Stock equity securities or its and its subsidiaries' assets if the Company's stockholders do not tender their Common Stock to Acquisition or do not approve the Merger, the Company will promptly notify Acquisition Sema of that fact and provide Acquisition Sema with all information in the Company's possession which Acquisition Sema reasonably requests regarding the Acquisition Proposal, solicitation of tenders or other proposed transaction, and the Company will promptly, from time to time, provide Acquisition Sema with any additional information the Company obtains regarding the Acquisition Proposal, the solicitation of tenders or the 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.

No Solicitation of Offers; Notice of Proposals from Others. (a) The Neither the Company will not, and will not authorize or permit its or nor any of its subsidiaries' Subsidiaries shall (and the Company shall cause the officers, directors, employees, representatives and agents or representatives (including any investment banker, attorney or accountant retained by it or by any of the Company and each of its subsidiaries) Subsidiaries, including investment bankers, attorneys and accountants, not to), directly or indirectly to initiateindirectly, encourage, solicit, encourage participate in or otherwise initiate (including by way of furnishing or disclosing non-public information) or knowingly take any action designed to facilitate any inquiry discussions, inquiries, negotiations or the making of any proposal or offer proposals with respect to a or concerning any merger, reorganizationconsolidation, share acquisition, asset purchase, share exchange, consolidation business combination, tender offer, exchange offer or similar transaction involving the Company, or any purchase of, or tender offer for, acquisition of all or any significant portion of the Company's equity securities or any significant a 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 these tender offer), or a recapitalization or restructuring of, the Company (any of those proposed transactions being an "Acquisition Proposal"). (b) Subparagraph (a) will not prevent . Nothing contained in this Section 5.3 or any other provision of this Agreement shall prohibit the Company fromor the Board from (i) taking and disclosing to the Company's stockholders a position with respect to a 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 response 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 Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Company 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) to any Person pursuant to appropriate confidentiality agreements (which shall permit the disclosure contemplated by this Section 5.3(a)), and may negotiate and participate in discussions and negotiations 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 despite complying with subparagraph (a) and which the Company's Board determines, determines in good faith after consultation faith, consistent with its advice of an independent financial advisorinvestment banker, would result (if i) is reasonably capable of being funded on the disclosed terms and (ii) is reasonably likely to be consummated in accordance with its terms; and (B) in a transaction which (i) would result the opinion of the Special Committee such action is reasonably expected to be required in order to discharge the CompanyBoard's stockholders' receiving consideration with a value which is greater than the Tender Offer Price and (ii) would be more favorable fiduciary duties to the Company's stockholders than under applicable law, determined only after the Tender Offer and the Merger, furnishing non-public information (after receipt of an appropriate Confidentiality Agreement) to the person, entity or group (the "Potential Acquiror") which makes Special Committee concludes in good faith that the Acquisition Proposal and entering into discussions and negotiations could reasonably be expected to constitute a proposal that is superior, from a financial point of view with that Potential Acquiror. respect to the stockholders of the Company, excluding the Principal Stockholders, to the Merger (ca "Superior Proposal"). The Company will promptly notify the Parent of (i) If the existence of any Acquisition Proposal received by the Company receives an or its agents or representatives, the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, or the Company receives a bona fide communication from a person other than Acquisition indicating that that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to acquire (ii) any inquiry received by the Company or any of its Common Stock agents or assets if the Company's stockholders do not tender their Common Stock representatives, in each case, with respect to Acquisition or do not approve the Merger, the Company will promptly notify Acquisition of that fact and provide Acquisition with all information in the Company's possession which Acquisition reasonably requests regarding the an Acquisition Proposal, solicitation of tenders or other proposed transaction, 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 Acquisition 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 additional information 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, the solicitation of tenders or the other proposed transaction.

No Solicitation of Offers; Notice of Proposals from Others. (a) The Company will not, and will not authorize or or, insofar as it is within the Company's control, permit its or any of its subsidiaries' officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) directly or indirectly to initiate, solicit, encourage or otherwise facilitate any inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of, 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 basis, other than Wilshire Homes (each of these being an "Acquisition Proposal"). (b) Subparagraph (a) will not prevent the Company from, in response to an Acquisition Proposal which the Company receives despite complying with subparagraph (a) and which the Company's Board determines, in good faith after consultation with its independent financial advisor, would result (if consummated in accordance with its terms) in 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 an appropriate Confidentiality Agreementa confidentiality agreement in customary form) to the person, entity or group (the "Potential Acquiror") which makes the Acquisition Proposal and entering into discussions and negotiations with that Potential Acquiror. (c) If the Company receives an Acquisition Proposal, or the Company receives a bona fide communication from a person learns that someone other than Acquisition indicating that that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to 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 Acquisition or do not approve the Merger, the Company will 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, solicitation of tenders or other proposed transaction, and the Company will promptly, from time to time, provide Acquisition with any additional information (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) The Company will notNone of USL, LP or MBO will, and none of them will not authorize or permit its or any of its or its subsidiaries' ’ officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) directly or indirectly to to, initiate, solicit, encourage or otherwise facilitate any inquiry or the making of any proposal or offer with respect to a merger, reorganizationshare purchase, share exchange, consolidation asset purchase or similar other transaction involving USL, LP or MBO that would make it impossible or impractical for the Company, or any Mergers and the purchase of, or tender offer for, all or any significant portion of the Company's equity securities or any significant portion partners’ interests in the Partnership contemplated by this Agreement to take place (a proposal for a transaction of the assets of the Company and its subsidiaries on a consolidated basis (each of these that type being an "“Acquisition Proposal"”). (b) Subparagraph (a) will not prevent the Company USL from, in response to an Acquisition Proposal Proposal, or an inquiry related to a specific possible Acquisition Proposal, which the Company USL receives despite complying with subparagraph (a) and which the Company's Acquisition Proposal or inquiry USL’s Board determines, in good faith after consultation with its independent financial advisor, would result presents a reasonable likelihood of resulting (if consummated in accordance with its terms) in 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 USL’s stockholders or creditors than carrying out the Company's stockholders than transactions that are the Tender Offer and the Mergersubject of this Agreement, furnishing non-public information (after receipt of an appropriate Confidentiality Agreement) to the person, entity or group (the "“Potential Acquiror"”) which makes the Acquisition Proposal and entering into discussions and negotiations with that Potential Acquiror. (c) If the Company USL receives an Acquisition Proposal, or the Company receives an inquiry about a bona fide communication from a person other than specific Acquisition indicating that that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to acquire the Company or its Common Stock or assets if the Company's stockholders do not tender their Common Stock to Acquisition or do not approve the MergerProposal, the Company USL will promptly notify Acquisition ERP of that fact and provide Acquisition ERP with all material information in USL’s possession regarding the Company's possession which person who made the Acquisition Proposal or inquiry and the proposed terms of the Acquisition Proposal, or the possible Acquisition Proposal that is the subject of the inquiry, and all other information that ERP reasonably requests regarding the Acquisition Proposal, solicitation of tenders Proposal or other proposed transactioninquiry, and the Company USL will promptly, from time to time, provide Acquisition ERP with any additional material information the Company obtains USL obtains, or other additional information in USL’s possession that ERP reasonably requests, regarding the Acquisition Proposal or efforts to reach agreement regarding the transaction that is the subject of the Acquisition Proposal, the solicitation of tenders or the other proposed transaction.

No Solicitation of Offers; Notice of Proposals from Others. (a) The Company will not, and will not authorize or permit its or any of its subsidiaries' officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) directly or indirectly to initiate, solicit, encourage or otherwise facilitate any inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of, 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 Proposal"). (b) Subparagraph (a) will not prevent the Company from, in response to an Acquisition Proposal which the Company receives despite complying with subparagraph (a) and which the Company's Board determines, in good faith after consultation with its independent financial advisor, would result (if consummated in accordance with its terms) in a transaction which (i) would result in the Company's stockholders' receiving cash consideration with a value 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 (after receipt of an appropriate Confidentiality Agreement) to the person, entity or group (the "Potential Acquiror") which makes the Acquisition Proposal and entering into discussions and negotiations with that the Potential Acquiror. (c) If the Company receives an Acquisition Proposal, or the Company receives a bona fide communication from a person learns that someone other than Acquisition indicating that that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to acquire the Company or its Common Stock or assets if the Company's 26 31 stockholders do not tender their Common Stock to Acquisition or do not approve the Merger, the Company will 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, solicitation of tenders or other proposed transaction, and the Company will promptly, from time to time, provide Acquisition with any additional information 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) The Company will not, and will not authorize or permit its or any of its subsidiaries' officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) directly or indirectly to initiate, solicit, encourage or otherwise facilitate any inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of, 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 Proposal"). (b) Subparagraph (a) will not prevent the Company from, in response to an Acquisition Proposal which the Company receives despite complying with subparagraph (a) and which the Company's Board determines, in good faith after consultation with its independent financial advisor, would result (if consummated in accordance with its terms) in a transaction which (i) would result in the Company's stockholders' receiving cash consideration with a value 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 (after receipt of an appropriate Confidentiality Agreement) to the person, entity or group (the "Potential Acquiror") which makes the Acquisition Proposal and entering into discussions and negotiations with that the Potential Acquiror. (c) If the Company receives an Acquisition Proposal, or the Company receives a bona fide communication from a person learns that someone other than Acquisition indicating that that other person is contemplating soliciting tenders of Common Stock or otherwise proposes to acquire the Company or its Common Stock or assets if the Company's stockholders do not tender their Common Stock to Acquisition or do not approve the Merger, the Company will 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, solicitation of tenders or other proposed transaction, and the Company will promptly, from time to time, provide Acquisition with any additional information the Company obtains regarding the Acquisition Proposal, the solicitation of tenders or the other proposed transaction.'s