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) Neither the Company nor any of its subsidiaries will, and the Company will use commercially reasonable efforts to cause its and its subsidiaries’ respective directors, officers, employees, investment bankers, attorneys and other agents and representatives not to, directly or indirectly (i) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing or disclosing nonpublic information) any inquiry or the making of any offer or proposal by any corporation, partnership, trust, person or other entity or group (a “Third Party”) with respect to, or that could reasonably be expected to lead to, any acquisition of Units representing 15% or more of the fully diluted Units as of the date of determination, any merger, consolidation, asset purchase, unit exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial amount of the assets or real property of the Company and its subsidiaries, taken as a whole, out of the ordinary course of the Company’s business, or a 15% or greater fully diluted equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company or any of its material subsidiaries (any of those transactions being an “Acquisition Transaction”) or (ii) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any possible Acquisition Transaction, or enter into, approve or recommend any agreement, arrangement or understanding requiring it to abandon, terminate or otherwise fail to consummate the Merger or any other of the transactions contemplated by this Agreement; provided, however, that the Company may, in response to a proposal which was not solicited after the date of this Agreement furnish information to, and engage in discussions or negotiations with, a Third Party, if, but only if, (A) the General Partners determine in good faith, after consultation with a financial advisor of nationally recognized reputation, that the Third Party is financially capable of completing the transaction which is the subject of the proposal and that, if completed, that transaction would, taking all relevant circumstances into consideration, reasonably be expected to result in greater value to the Unitholders than the transactions contemplated by this Agreement and (B) before furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, the Third Party, the Company receives from the Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, dated as of February 28, 2002 (as amended, the “Confidentiality Agreement”), among each of Lima and the Company, which confidentiality agreement does not provide for any exclusive right to negotiate with the Company or payments by the Company. Nothing in this Section will prohibit the Company from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a tender offer or an exchange offer or prohibit the Company from selling assets or properties in the ordinary course of business. (b) The Company will (i) no later than the end of the first business day after the Company receives an inquiry, proposal or offer with respect to a possible Acquisition Transaction or a request for non-public information relating to the Company in connection with a possible Acquisition Transaction or for access to its or any of its subsidiaries’ properties, books or records by any Third Party that informs the General Partners that the Third Party is considering making, or has made, a proposal or offer with respect to an Acquisition Transaction (any such inquiry proposal, offer or request being an “Acquisition Proposal”), notify Parent in writing of the inquiry, proposal, offer or request, (ii) in that written notice, indicate in reasonable detail the identity of the Third Party (including the name of the Third Party) and the terms and conditions of the proposal or offer, (iii) promptly notify Parent of any determination by the General Partners that the Company should furnish information to, or engage in discussions or negotiations with, any Third Party, and (iv) keep Parent informed of the progress of any discussions or negotiations with any Third Party. (c) The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than Parent) which are currently being conducted before the date of this Agreement with respect to any possible Acquisition Transaction, and will inform any such parties of the Company’s obligations under this Section 5.7.

No Solicitation of Offers; Notice of Proposals from Others. (a) Neither From the end of the Transaction Solicitation Period until such, if any, time as this Agreement terminates without Acquisition’s purchasing the Common Stock that is properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.2(b), the Company nor will (i) terminate all ongoing discussions regarding Acquisition Proposals or otherwise regarding possible Acquisition Transactions, (ii) not authorize or permit its or any of its subsidiaries willsubsidiaries' officers, and the Company will use commercially reasonable efforts to cause its and its subsidiaries’ respective directors, officers, employees, agents or representatives (including any investment bankersbanker, attorneys and attorney or accountant retained by it or by any of its subsidiaries) or any other agents and representatives not to, person directly or indirectly (i) to initiate, solicit, initiate knowingly encourage or otherwise knowingly facilitate (by making available non-public information or encourage (including by way of furnishing otherwise) any Acquisition Proposal or disclosing nonpublic information) any inquiry or the making of any offer or proposal by any corporation, partnership, trust, person or other entity or group (a “Third Party”) with respect to, or that could reasonably be expected to lead to, any acquisition of Units representing 15% or more of the fully diluted Units as of the date of determination, any merger, consolidation, asset purchase, unit exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial amount of the assets or real property of the Company and its subsidiaries, taken as a whole, out of the ordinary course of the Company’s business, or a 15% or greater fully diluted equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company or any of its material subsidiaries (any of those transactions being an “Acquisition Transaction”) or (ii) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any possible Acquisition Transaction, or enter into, approve or recommend any agreement, arrangement or understanding requiring it to abandon, terminate or otherwise fail to consummate the Merger or any other of the transactions contemplated by this Agreement; provided, however, that the Company may, in response to a proposal which was not solicited after the date of this Agreement furnish information to, and engage in discussions or negotiations with, a Third Party, if, but only if, (A) the General Partners determine in good faith, after consultation with a financial advisor of nationally recognized reputation, that the Third Party is financially capable of completing the transaction which is the subject of the proposal and that, if completed, that transaction would, taking all relevant circumstances into consideration, reasonably be expected to result in greater value to the Unitholders than the transactions contemplated by this Agreement and (B) before furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, the Third Party, the Company receives from the Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, dated as of February 28, 2002 (as amended, the “Confidentiality Agreement”), among each of Lima and the Company, which confidentiality agreement does not provide for any exclusive right to negotiate with the Company or payments by the Company. Nothing in this Section will prohibit the Company from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a tender offer or an exchange offer or prohibit the Company from selling assets or properties in the ordinary course of business. (b) The Company will (i) no later than the end of the first business day after the Company receives an inquiry, 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 5.2(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, 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 13.2(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 5.2(a), and which the Special Committee determines in good faith after consultation with its independent financial advisor, would result (if consummated in accordance with its terms) in, or is reasonably likely to result in, a transaction which would be more favorable to 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 (including the consideration per share that would be received by the Company’s stockholders). (c) If at any time after the Transaction Solicitation Period, the Special Committee or the Company, directly or through its advisers, receives an Acquisition Proposal or a request for non-public information relating 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, the Company in connection with a possible will inform Parent about the Acquisition Transaction or for access to its or any of its subsidiaries’ properties, books or records by any Third Party that informs the General Partners that the Third Party is considering making, or has made, a proposal or offer with respect to an Acquisition Transaction (any such inquiry proposal, offer Proposal or request being an “Acquisition Proposal”), notify Parent in writing of the inquiry, proposal, offer or request, (ii) in that written notice, indicate in reasonable detail including the identity of the Third Party 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 name of the Third Party) proposed purchase consideration), and the terms and conditions of Company will promptly, from time to time, provide Parent with any additional material information the proposal Special Committee or offer, (iii) promptly notify Parent of any determination by the General Partners that the Company should furnish information to, or engage in discussions or negotiations with, any Third Party, and (iv) keep Parent informed of obtains regarding the progress of any discussions or negotiations with any Third PartyAcquisition Proposal. (c) The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than Parent) which are currently being conducted before the date of this Agreement with respect to any possible Acquisition Transaction, and will inform any such parties of the Company’s obligations under this Section 5.7.

No Solicitation of Offers; Notice of Proposals from Others. (a) Neither the Company nor any of its subsidiaries will, and the Company will use commercially reasonable its best efforts to cause its and its subsidiaries’ ' respective directors, officers, employees, investment bankers, attorneys and other agents and representatives not to, directly or indirectly (ix) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing or disclosing nonpublic information) any inquiry or the making of any offer or proposal by any corporation, partnership, trust, person or other entity or group (a “"Third Party”") with respect to, or that could reasonably be expected to lead to, any acquisition of Units representing 15% or more of the fully diluted Units as of the date of determination, any merger, consolidation, share acquisition, asset purchase, unit share exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial amount portion of the assets or real property of the Company and its subsidiaries, taken as a whole, out of the ordinary course of the Company’s business, or a 15% or greater fully diluted significant equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company or any of its material subsidiaries (any of those transactions being an “"Acquisition Transaction”) ", or (iiy) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any possible Acquisition Transaction, or enter into, approve or recommend any agreement, arrangement or understanding requiring it to abandon, terminate or otherwise fail to consummate the Merger or any other of the transactions contemplated by this Agreement; provided, provided however, that the Company may, in response to a proposal which was not solicited after the date of this Agreement furnish information to, and engage in discussions or negotiations with, a Third Party, if, but only if, (A) the General Partners determine Company's Board of Directors determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that the Third Party is financially capable of completing the transaction which is the subject of the proposal and that, if completed, that transaction would, taking all relevant circumstances into consideration, reasonably be expected to would result in greater value to the Unitholders Company's stockholders than the transactions contemplated by this Agreement Merger and would be more favorable to the Company and its stockholders than the Merger and (B) before furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, the Third Party, the Company receives from the Third Party an executed confidentiality agreement with terms no less 37 40 favorable in the aggregate to the Company than those contained in the Confidentiality AgreementAgreements, each dated as of February 2811, 2002 (as amended2000, the “Confidentiality Agreement”), among each of Lima between Lennar and the Company, which confidentiality agreement does not provide for any exclusive right to negotiate with the Company or any payments by the Company. Nothing in this Section Paragraph will prohibit the Board of Directors of the Company from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a tender offer or an exchange offer or prohibit the Company from selling assets or properties in the ordinary course of business. (b) The Company will (iw) no later than the end of the first business day after the Company receives an inquiry, proposal or offer with respect to a possible Acquisition Transaction or a request for non-public information relating to the Company in connection with a possible Acquisition Transaction or for access to its or any of its subsidiaries’ ' properties, books or records by any Third Party that informs the General Partners Company's Board of Directors that the Third Party is considering making, or has made, a proposal or offer with respect to an Acquisition Transaction (any such inquiry proposal, offer or request being an “"Acquisition Proposal”"), notify Parent Lennar in writing of the inquiry, proposal, offer or request, (iix) in that written notice, indicate in reasonable detail the identity of the Third Party (including the name of the Third Party) and the terms and conditions of the proposal or offer, (iiiy) promptly notify Parent Lennar of any determination by the General Partners Company's Board of Directors that the Company should furnish information to, or engage in discussions or of negotiations with, any Third Party, and (ivz) keep Parent Lennar informed of the progress of any discussions or negotiations with any Third Party. (c) The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than ParentLennar) which are currently being have been conducted before the date of this Agreement with respect to any possible Acquisition Transaction, and will inform any such parties of the Company’s 's obligations under this Section 5.7Paragraph 4.6.

No Solicitation of Offers; Notice of Proposals from Others. (a) Neither the The Company nor will not, and will not permit any of its subsidiaries will, and the Company will use commercially reasonable efforts to cause its and its subsidiaries’ respective directors, officers, directors, employees, agents or representatives (including any investment bankersbanker, attorneys and other agents and representatives not to, attorney or accountant retained by it or by any of its subsidiaries) directly or indirectly (i) to initiate, solicit, initiate encourage or knowingly otherwise facilitate or encourage (including by way of furnishing or disclosing nonpublic providing information) any discussion, negotiation or inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or proposal similar transaction involving the Company, or a purchase of, or tender offer for, all or any 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 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 corporation, partnership, trust, person or other entity or group (a “Third Party”) persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any acquisition of Units representing 15% or more of the fully diluted Units as of the date of determination, any merger, consolidation, asset purchase, unit exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial amount of the assets or real property of the Company and its subsidiaries, taken as a whole, out of the ordinary course of the Company’s business, or a 15% or greater fully diluted equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company or any of its material subsidiaries (any of those transactions being an “Acquisition Transaction”) or (ii) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any possible Acquisition Transaction, or enter into, approve or recommend any agreement, arrangement or understanding requiring it to abandon, terminate or otherwise fail to consummate the Merger or any other of the transactions contemplated by this Agreement; provided, however, that the Company may, in response to a proposal which was not solicited after the date of this Agreement furnish information to, and engage in discussions or negotiations with, a Third Party, if, but only if, (A) the General Partners determine in good faith, after consultation with a financial advisor of nationally recognized reputation, that the Third Party is financially capable of completing the transaction which is the subject of the proposal and that, if completed, that transaction would, taking all relevant circumstances into consideration, reasonably be expected to result in greater value to the Unitholders than the transactions contemplated by this Agreement and (B) before furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, the Third Party, the Company receives from the Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, dated as of February 28, 2002 (as amended, the “Confidentiality Agreement”), among each of Lima and the Company, which confidentiality agreement does not provide for any exclusive right to negotiate with the Company or payments by the Company. Nothing in this Section will prohibit the Company from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a tender offer or an exchange offer or prohibit the Company from selling assets or properties in the ordinary course of businessProposal. (b) The Section 4.6(a) will not prevent the Company will from, in response to an unsolicited written Acquisition Proposal which the Company receives despite complying with Section 4.6(a) and which the Company's Board of Directors determines in good faith (x) after consultation with its independent financial advisor, would result (if consummated in accordance with its terms) in a transaction (i) no later 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 end 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 first business day after fiduciary duties of the Company receives an inquiryCompany's Board of Directors under applicable law (a "Superior Proposal"), proposal or offer with respect to a possible Acquisition Transaction or a request for furnishing non-public information relating (after receipt of an appropriate confidentiality agreement that is no less favorable to the Company than the Confidentiality Agreement referred to in connection Section 9.2 hereof between Parent and the Company) to the person, entity or group (the "Potential Acquiror") which makes the Acquisition Proposal and entering into discussions and negotiations with a possible Acquisition Transaction or for access to its that Potential Acquiror. (c) If the Company or any of its subsidiaries’ propertiesofficer, books agent or records by any Third Party that informs the General Partners that the Third Party representative thereof receives or is considering making, or has made, a proposal or offer contacted with respect to an Acquisition Transaction 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 promptly (but in any such inquiry proposal, offer or request being an “Acquisition Proposal”), notify Parent in writing of the inquiry, proposal, offer or request, (iievent within 24 hours) in that written notice, indicate in reasonable detail the identity of the Third Party (including the name of the Third Party) and the terms and conditions of the proposal or offer, (iii) promptly notify Parent of any determination by that fact and provide Parent with all information in the General Partners that Company's possession regarding the Acquisition Proposal, solicitation of tenders or other proposed transaction, and the Company should furnish information towill promptly (but in any event within 24 hours), or engage in discussions or negotiations withfrom time to time, any Third Party, and (iv) keep provide Parent informed of the progress of any discussions or negotiations with any Third Partyadditional material information the Company obtains regarding the Acquisition Proposal, solicitation of tenders or other proposed transaction. (c) The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than Parent) which are currently being conducted before the date of this Agreement with respect to any possible Acquisition Transaction, and will inform any such parties of the Company’s obligations under this Section 5.7.

No Solicitation of Offers; Notice of Proposals from Others. (a) Neither the Company nor any of its subsidiaries Subsidiaries will, and the Company will use commercially reasonable its best efforts to cause its and its subsidiaries’ Subsidiaries' respective directors, officers, employees, investment bankers, attorneys and other agents and representatives not to, directly or indirectly (ix) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing or disclosing nonpublic information) any inquiry or the making of any offer or proposal by any corporation, partnership, trust, person or other entity or group other than Parent or its affiliates (a “"Third Party”") with respect to, or that could reasonably be expected to lead to, any acquisition of Units representing 15% or more of the fully diluted Units as of the date of determination, any merger, consolidation, share acquisition, asset purchase, unit share exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial amount portion of the assets or real property of the Company and its subsidiariesSubsidiaries, taken as a whole, out of the ordinary course of the Company’s business, or a 15% or greater fully diluted significant equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company or any of its material subsidiaries Subsidiaries (any of those transactions being an “"Acquisition Transaction”") or (iiy) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any possible Acquisition Transaction, or enter into, approve or recommend any agreement, arrangement or understanding requiring it to abandon, terminate or otherwise fail to consummate the Merger or any other of the material transactions contemplated by 22 26 this Agreement; provided, provided however, that the Company may, in response to a proposal which was not solicited after the date of this Agreement Agreement, furnish information to, and engage in discussions or negotiations with, a Third Party, if, but only if, (A) the General Partners determine Company Board determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that the Third Party is financially capable of completing the transaction which that is the subject of the proposal and that, if completed, that transaction would, taking all relevant circumstances into consideration, reasonably be expected to would result in greater value to the Unitholders Company's shareholders than the transactions contemplated by this Agreement and would be more favorable to the Company and its shareholders than the transactions contemplated by this Agreement and (B) before furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, the Third Party, the Company receives from the Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, dated as of February 28, 2002 (as amended, the “Confidentiality Agreement”), among each of Lima Agreement between Parent and the Company, which confidentiality agreement does not provide for any exclusive right to negotiate with the Company or any payments by the Company. Nothing in this Section will prohibit the Company Board from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a tender offer or an exchange offer or prohibit the Company from selling assets or properties in the ordinary course of business. (b) The Company will (iw) no later than the end of the first business day Business Day after the Company receives an inquiry, proposal or offer with respect to a possible Acquisition Transaction or a request for non-public information relating to the Company in connection with a possible Acquisition Transaction or for access to its or any of its subsidiaries’ Subsidiaries' properties, books or records by any Third Party that informs the General Partners Company Board that the Third Party is considering making, or has made, a proposal or offer with respect to an Acquisition Transaction (any such inquiry inquiry, proposal, offer or request being an “"Acquisition Proposal”"), notify Parent in writing of the inquiry, proposal, offer or request, (iix) in that written notice, indicate in reasonable detail the terms and conditions of the proposal or offer and, to the extent consistent with agreements to which the Company is bound as of the date of this Agreement, the identity of the Third Party (including the name of the Third Party) and the terms and conditions of the proposal or offerand, (iiiy) promptly notify Parent of any determination by the General Partners Company Board that the Company should furnish information to, or engage in discussions or negotiations with, any Third Party, and (ivz) keep Parent reasonably informed of the progress of any discussions or negotiations with any Third Party. (c) The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than ParentParent and Acquisition) which are currently being have been conducted before the date of this Agreement with respect to any possible Acquisition Transaction, and and, if contacted by any such parties, will inform any such parties of the Company’s 's obligations under this Section 5.74.4.