Common use of No Solicitation of Transactions by the Company Clause in Contracts

No Solicitation of Transactions by the Company. (a) From the date hereof until the termination of this Agreement, the Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall use its reasonable best efforts to ensure that the respective officers, directors, advisors, representatives or other agents (other than Xxxxxxxx Xxxxxxx) of the Company will not, directly or indirectly, (i) solicit, initiate or encourage any Acquisition Proposal (as defined hereafter) or (ii) engage in discussions (other than to disclose the provisions of this Agreement) or negotiations with, or disclose any non-public information relating to the Company or its Subsidiaries or afford access to the properties, books or records of the Company or its Subsidiaries to, any Person that has made, or has indicated its interest in making, an Acquisition Proposal; provided that, if the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to engage in such negotiations or discussions or provide such information would present a reasonable risk of a breach of the duties of the Board of Directors of the Company under applicable law, the Company may furnish information with respect to the Company and its Subsidiaries and participate in negotiations and discussions and enter into agreements regarding such Acquisition Proposal with a third party ("Company Acquisition Agreements"); provided that prior to approving or recommending such an Acquisition Proposal or entering into a Company Acquisition Agreement or withdrawing, amending or modifying its recommendation of this Agreement and the Transactions, the Company shall (A) notify Reckson and Crescent in writing that it intends to approve, recommend or accept such an Acquisition Proposal or enter into such a Company Acquisition Agreement or withdraw, amend or modify its recommendation, and (B) attach the most current version of any such Company Acquisition Proposal or Company Acquisition Agreement to such notice. Reckson and Crescent shall have the opportunity, within three days of receipt of the Company's written notification of its intention to accept such Acquisition Proposal or to enter into such Company Acquisition Agreement or to withdraw, amend or modify its recommendation, to make an offer relating to the acquisition of the Company (a "Counter Offer"). Unless the Board of Directors of the Company determines, in good faith after consultation with its outside legal counsel and financial advisors, that such Counter Offer is not at least as favorable to the shareholders of the Company, taking into account such factors (including, without limitation, the consideration (both as to amount and form) offered in, and the other terms and conditions of, the Counter Offer and such other Acquisition Proposal or Company Acquisition Agreement) as and to the extent it deems relevant, the Company shall not accept such other Acquisition Proposal or Company Acquisition Agreement, but shall have the right to accept the Counter Offer. If accepted, the Counter Offer shall become a binding and irrevocable agreement among the Company, Buyer, Reckson and Crescent upon such acceptance. The Company agrees that it will not enter into a Company Acquisition Agreement referred to in clause (A) above until at least the fourth day after it has provided the notice to Reckson and Crescent required hereby. For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal for a merger, consolidation, recapitalization, liquidation or other business combination involving the Company or any of its Subsidiaries or the acquisition or purchase of 50% or more of any class of equity securities of the Company or any of its Subsidiaries, or any tender offer (including self-tenders) or exchange offer that if consummated would result in any Person beneficially owning 50% or more of any class of equity securities of the Company or any of its Subsidiaries, or all or substantially all of the assets of, the Company and its Subsidiaries, other than the Transactions. Furthermore, nothing contained in this Section 5.4 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act if failure to so disclose would be inconsistent with its obligations under applicable law or to make any other disclosures required in its judgment by applicable law. On the date of this Agreement, the Company shall immediately terminate discussions, if any, with all third parties relating to an Acquisition Proposal. (b) In addition to the obligations of the Company set forth in paragraph (a) of this Section 5.4, the Company shall reasonably promptly advise Buyer orally and in writing of any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal. SECTION 5.5

No Solicitation of Transactions by the Company. (a) From the date hereof until the termination of this AgreementSubject to SECTION 7.1, the Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall use its reasonable best efforts to ensure that the respective officers, directors, advisors, representatives or other agents (other than Xxxxxxxx Xxxxxxx) of the Company will not, directly or indirectly, (i) solicitthrough any officer, initiate trust manager, employee, agent, investment banker, financial advisor, attorney, accountant, broker, finder or other representative retained by the Company, initiate, solicit or encourage any Acquisition Proposal (as defined hereafter) or (ii) engage in discussions (other than to disclose the provisions including by way of this Agreement) or negotiations with, or disclose any furnishing non-public information relating or assistance) any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction, or enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the Company officers, trust managers, employees or its Subsidiaries or afford access to the properties, books or records agents of the Company or its Subsidiaries toany investment banker, financial advisor, attorney, accountant, broker, finder or other representative retained by the Company to take any Person that has madesuch action, or has indicated its interest in making(b) the Company shall immediately cease and cause to be terminated any existing activities, an Acquisition Proposal; provided that, if the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to engage in such negotiations or discussions or provide such information would present a reasonable risk of a breach of the duties of the Board of Directors of the Company under applicable law, the Company may furnish information negotiations with any parties conducted heretofore with respect to any Competing Transaction and will take the Company steps necessary to inform such parties of the obligations undertaken in this SECTION 5.7 and its Subsidiaries and participate in negotiations and discussions and enter into agreements regarding such Acquisition Proposal with a third party ("Company Acquisition Agreements"); provided that prior to approving or recommending such an Acquisition Proposal or entering into a Company Acquisition Agreement or withdrawing, amending or modifying its recommendation of this Agreement and the Transactions, c) the Company shall (A) notify Reckson and Crescent Acquiror in writing that (as promptly as practicable) if it intends to approvereceives any inquiries, recommend proposals or accept such an Acquisition Proposal or enter into such a Company Acquisition Agreement or withdraw, amend or modify its recommendation, and (B) attach the most current version of any such Company Acquisition Proposal or Company Acquisition Agreement requests for information relating to such notice. Reckson and Crescent shall have the opportunity, within three days of receipt of the Company's written notification of its intention to accept such Acquisition Proposal or to enter into such Company Acquisition Agreement or to withdraw, amend or modify its recommendation, to make an offer relating to the acquisition of the Company (a "Counter Offer"). Unless the Board of Directors of the Company determines, in good faith after consultation with its outside legal counsel and financial advisors, that such Counter Offer is not at least as favorable to the shareholders of the Company, taking into account such factors (including, without limitation, the consideration (both as to amount and form) offered in, and the other terms and conditions of, the Counter Offer and such other Acquisition Proposal or Company Acquisition Agreement) as and to the extent it deems relevant, the Company shall not accept such other Acquisition Proposal or Company Acquisition Agreement, but shall have the right to accept the Counter Offer. If accepted, the Counter Offer shall become a binding and irrevocable agreement among the Company, Buyer, Reckson and Crescent upon such acceptance. The Company agrees that it will not enter into a Company Acquisition Agreement referred to in clause (A) above until at least the fourth day after it has provided the notice to Reckson and Crescent required herebymatters. For purposes of this Agreement, "Acquisition ProposalCompeting Transaction" means shall mean any offer of the following with respect to the Company or proposal for any Company Subsidiary (other than the Transactions or a transaction with Acquiror or an Acquiror Subsidiary): (i) with respect only to the Company or any group of Company Subsidiaries (acting in a single transaction or series of related transactions) holding 20% or more of the assets of the Company and the Company Subsidiaries taken as a whole, any merger, consolidation, recapitalizationshare exchange, liquidation business combination, or similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other business combination involving the Company or any disposition of its Subsidiaries or the acquisition or purchase of 5020% or more of any class of the assets or equity securities of the Company and the Company Subsidiaries taken as a whole, in a single transaction or series of related transactions, excluding any bona fide financing transactions which do not, individually or in the aggregate, have as a purpose or effect the sale or transfer of its Subsidiaries, or control of such assets; (iii) any tender offer (including self-tenders) or exchange offer that if consummated would result in any Person beneficially owning 50for 20% or more of any class the outstanding shares of equity securities beneficial interest of the Company Company; (iv) any transaction resulting in the issuance of shares representing 20% or more of the outstanding shares of beneficial interest of the Company, or the filing of a registration statement under the Securities Act in connection therewith; or (v) any public announcements of a proposal, plan or intention to do any of the foregoing or any of its Subsidiaries, or all or substantially all agreement to engage in any of the assets of, the Company and its Subsidiaries, other than the Transactions. Furthermore, nothing contained in this Section 5.4 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act if failure to so disclose would be inconsistent with its obligations under applicable law or to make any other disclosures required in its judgment by applicable law. On the date of this Agreement, the Company shall immediately terminate discussions, if any, with all third parties relating to an Acquisition Proposal. (b) In addition to the obligations of the Company set forth in paragraph (a) of this Section 5.4, the Company shall reasonably promptly advise Buyer orally and in writing of any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposalforegoing. SECTION 5.55.8

No Solicitation of Transactions by the Company. (a) From the date hereof until the termination of this Agreement, Neither the Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall use its reasonable best efforts to ensure that the respective officers, directors, advisors, representatives or other agents (other than Xxxxxxxx Xxxxxxx) of the Company will notnor any Subsidiary shall, directly or indirectly, through any officer, director, agent, employee, representative, or otherwise, (i) solicit, initiate or encourage (including, without limitation, by way of furnishing non-public information) the submission, making - 35 - 41 or announcement of any Company Acquisition Proposal (as defined hereafter) or Transaction, (ii) engage take any other action to facilitate any inquiries or the making of any proposal to effect a Company Acquisition Transaction, (iii) approve, endorse or recommend any Company Acquisition Transaction, (iv) enter into any letter of intent or similar document or any contract or other agreement contemplating or otherwise relating to any Company Acquisition Transaction, (v) enter into discussions or negotiate with any Person regarding a Company Acquisition Transaction, or (vi) authorize or permit any of the officers, directors or employees of the Company or any investment banker, financial advisor, attorney, accountant or other representative retained by or acting on behalf of the Company to take any such action set forth in clauses (i) through (vi) above; provided, however, that nothing contained in this subsection (a) shall prohibit the board of directors of the Company from (I) furnishing non-public information to, or entering into discussions (other than to disclose the provisions of this Agreement) or negotiations with, or disclose any non-public information Person in response to a Superior Company Proposal (defined below) made by such Person (and not withdrawn) relating to a Company Acquisition Transaction if (A) neither the Company Company, nor any of the Subsidiaries, directors, officers, employees, attorneys, accountants, investment bankers, financial advisors or its Subsidiaries other representatives retained by or afford access to the properties, books or records acting on behalf of the Company or its Subsidiaries to, shall have violated any Person that has made, or has indicated its interest in making, an Acquisition Proposal; provided that, if the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to engage in such negotiations or discussions or provide such information would present a reasonable risk of a breach of the duties restrictions set forth in this Section 5.3, (B) the board of the Board of Directors directors of the Company under applicable law, the Company may furnish information with respect to the Company and its Subsidiaries and participate in negotiations and discussions and enter into agreements regarding such Acquisition Proposal with a third party ("Company Acquisition Agreements"); provided that prior to approving or recommending such an Acquisition Proposal or entering into a Company Acquisition Agreement or withdrawing, amending or modifying its recommendation of this Agreement and the Transactions, the Company shall (A) notify Reckson and Crescent in writing that it intends to approve, recommend or accept such an Acquisition Proposal or enter into such a Company Acquisition Agreement or withdraw, amend or modify its recommendation, and (B) attach the most current version of any such Company Acquisition Proposal or Company Acquisition Agreement to such notice. Reckson and Crescent shall have the opportunity, within three days of receipt of the Company's written notification of its intention to accept such Acquisition Proposal or to enter into such Company Acquisition Agreement or to withdraw, amend or modify its recommendation, to make an offer relating to the acquisition of the Company (a "Counter Offer"). Unless the Board of Directors of the Company determines, determines in good faith after consultation with its outside legal counsel and financial advisorsCoolxx Xxxward LLP, that such Counter Offer is not at least as favorable the failure to provide information in response to a written request by a Person considering a Company Acquisition Transaction and the failure to consider the Company Acquisition Transaction would be reasonably likely to constitute a breach of its fiduciary duties to the shareholders of the Company's stockholders under applicable law, taking (C) prior to furnishing such information to, or entering into account discussions or negotiations with, such factors (including, without limitation, the consideration (both as to amount and form) offered in, and the other terms and conditions of, the Counter Offer and such other Acquisition Proposal or Company Acquisition Agreement) as and to the extent it deems relevant, Person the Company shall not accept requires such other Acquisition Proposal or Person to enter into a confidentiality agreement with the Company Acquisition Agreement, but shall have the right to accept the Counter Offer. If accepted, the Counter Offer shall become in customary form (which confidentiality agreement also contains a binding and irrevocable standstill agreement among the Company, Buyer, Reckson and Crescent upon whereby such acceptance. The Company Person agrees that it will not, either directly or indirectly, seek to acquire any interest in the Company (whether by way of merger, asset acquisition, tender offer or otherwise), without the approval of the Company's board of directors, for a period of twenty-four (24) months from the date of the confidentiality agreement), (D) at least five (5) Business Days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with any such Person, the Company gives Parent written notice of the identity of such Person, the terms and conditions of such Company Superior Proposal and of the Company's intention to furnish nonpublic information to such Person, and (E) at least five (5) Business Days prior to furnishing any nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent not enter into already furnished to Parent), (II) withdrawing or modifying its recommendation referred to in Section 5.5(b) following receipt of a Superior Company Proposal, if, after duly considering the advice of Coolxx Xxxward LLP, the board of directors of the Company determines in good faith that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law or (III) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Agreement referred to in clause (A) above until at least Transaction. Without limiting the fourth day after it has provided generality of the notice to Reckson and Crescent required hereby. For purposes of this Agreementforegoing, "Acquisition Proposal" means any offer or proposal for a merger, consolidation, recapitalization, liquidation or other business combination involving the Company or acknowledges and agrees that any violation of any of its Subsidiaries or the acquisition or purchase of 50% or more of restrictions set forth in the preceding sentence by any class of equity securities representative of the Company or any of its the Subsidiaries, whether or any tender offer (including self-tenders) or exchange offer that if consummated would result in any Person beneficially owning 50% or more of any class of equity securities not such representative is purporting to act on behalf of the Company or any of its the Subsidiaries, or all or substantially all shall be deemed to constitute a breach of the assets of, the Company and its Subsidiaries, other than the Transactions. Furthermore, nothing contained in this Section 5.4 shall prohibit the Company or 5.3 by the Company's Board of Directors from taking and disclosing to the Company's stockholders a position . The Company shall keep Parent fully informed with respect to a tender the status of any such Company Acquisition Transaction and any modification or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act if failure to so disclose would be inconsistent with its obligations under applicable law or to make any other disclosures required in its judgment by applicable lawproposed modification thereto. On the date of this Agreement, the The Company shall immediately terminate discussions, if any, also give Parent the ability to match any Superior Company Proposal by providing Parent with all third parties relating to an Acquisition Proposal. (b) In addition to the obligations - 36 - 42 terms of the such Superior Company set forth in paragraph (a) of this Section 5.4, the Company shall reasonably promptly advise Buyer orally and Proposal in writing of any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal. SECTION 5.5allowing Parent five (5) Business Days to respond with a new offer.

No Solicitation of Transactions by the Company. (a) From the date hereof until the termination of this Agreement, the The Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall use its reasonable best efforts to ensure that the respective officers, directors, advisors, representatives or other agents (other than Xxxxxxxx Xxxxxxx) of the Company will not, directly or indirectly, through any officer, director, employee, representative or agent of the Company or any Company Subsidiary, (i) solicit, initiate initiate, or encourage any Acquisition Proposal inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (as defined hereafterincluding without limitation by way of a tender offer) or similar transactions involving the Company or a Company Subsidiary, other than the Transactions (any of the foregoing inquiries or proposals, a "COMPETING TRANSACTION"), (ii) engage in negotiations or discussions concerning, or provide any nonpublic information to any person or entity relating to, any Competing Transaction, or (iii) agree to, approve or recommend any Competing Transaction; provided, however, that nothing contained in this Agreement shall prevent the Company or its directors or any other than to disclose employee, representative or agent of the provisions of this AgreementCompany from (A) furnishing nonpublic information to, or entering into discussions or negotiations with, or disclose any non-public information relating Person in connection with an unsolicited bona fide written Competing Transaction submitted to the Company Company, its Board of Directors or its Subsidiaries or afford access stockholders if and only to the properties, books or records extent that (1) the Company's Board of the Company or Directors believes in good faith (after consultation with its Subsidiaries to, any Person financial advisor) that has made, or has indicated its interest in making, an Acquisition Proposal; provided thatsuch Competing Transaction would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Transactions and the Company's Board of Directors determines in good faith, faith after consultation with outside legal counsel, counsel that the failure to engage in such negotiations or discussions or provide such information would present a reasonable risk of a breach of the duties of the Board of Directors of action is necessary for the Company to comply with its fiduciary duties to its stockholders under applicable law, the Company may furnish information with respect to the Company law and its Subsidiaries and participate in negotiations and discussions and enter into agreements regarding such Acquisition Proposal with a third party ("Company Acquisition Agreements"); provided that 2) prior to approving or recommending furnishing such an Acquisition Proposal nonpublic information to, or entering into a Company Acquisition Agreement discussions or withdrawingnegotiations with, amending such person or modifying its recommendation of this Agreement and the Transactionsentity, the Company shall (A) notify Reckson and Crescent in writing that it intends to approve, recommend or accept such an Acquisition Proposal or enter into such a Company Acquisition Agreement or withdraw, amend or modify its recommendation, and (B) attach the most current version of any such Company Acquisition Proposal or Company Acquisition Agreement to such notice. Reckson and Crescent shall have the opportunity, within three days of receipt of the Company's written notification of its intention to accept such Acquisition Proposal or to enter into such Company Acquisition Agreement or to withdraw, amend or modify its recommendation, to make an offer relating to the acquisition of the Company (a "Counter Offer"). Unless the Board of Directors of the Company determines, in good faith after consultation with its outside legal counsel and financial advisors, that such Counter Offer is not at least as favorable to the shareholders of the Company, taking into account such factors (including, without limitation, the consideration (both as to amount and form) offered in, and the other terms and conditions of, the Counter Offer and such other Acquisition Proposal or Company Acquisition Agreement) as and to the extent it deems relevant, the Company shall not accept such other Acquisition Proposal or Company Acquisition Agreement, but shall have the right to accept the Counter Offer. If accepted, the Counter Offer shall become a binding and irrevocable agreement among the Company, Buyer, Reckson and Crescent upon such acceptance. The Company agrees that it will not enter into a Company Acquisition Agreement referred to in clause (A) above until at least the fourth day after it has provided the notice to Reckson and Crescent required hereby. For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal for a merger, consolidation, recapitalization, liquidation or other business combination involving the Company or any of its Subsidiaries or the acquisition or purchase of 50% or more of any class of equity securities of the Company or any of its Subsidiaries, or any tender offer (including self-tenders) or exchange offer that if consummated would result in any Person beneficially owning 50% or more of any class of equity securities of the Company or any of its Subsidiaries, or all or substantially all of the assets of, the Company and its Subsidiaries, other than the Transactions. Furthermore, nothing contained in this Section 5.4 shall prohibit the Company or the Company's Board of Directors receives from taking and disclosing such Person an executed confidentiality agreement with terms no less favorable to the Company's stockholders a position Company than those contained in the Confidentiality Agreement; or (B) complying with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act if failure with regard to so disclose would a Competing Transaction. The Company will immediately cease and cause to be inconsistent terminated any existing activities, discussions or negotiations with its obligations under applicable law or any parties conducted heretofore with respect to make any other disclosures required in its judgment by applicable law. On the date of this Agreement, the Company shall immediately terminate discussions, if any, with all third parties relating to an Acquisition Proposal. (b) In addition to the obligations of the Company set forth in paragraph (a) of this Section 5.4, the Company shall reasonably promptly advise Buyer orally and in writing of any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal. SECTION 5.5foregoing.

No Solicitation of Transactions by the Company. (a) From the date hereof until the termination of this Agreement, the Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall use its reasonable best efforts to ensure that the respective officers, directors, advisors, representatives or other agents (other than Xxxxxxxx Xxxxxxx) of the Company will not, directly or indirectly, (i) solicit, initiate or encourage any Company Acquisition Proposal (as defined hereafter) or (ii) engage in discussions (other than to disclose the provisions of this Agreement) or negotiations with, or disclose any non-public information relating to the Company or its Subsidiaries or afford access to the properties, books or records of the Company or its Subsidiaries to, any Person that has made, or has indicated its interest in making, an a Company Acquisition Proposal; provided that, if the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to engage in such negotiations or discussions or provide such information would present a reasonable risk of a breach of the duties of the Board of Directors of the Company under applicable law, the Company may furnish information with respect to the Company and its Subsidiaries and participate in negotiations and discussions and enter into agreements regarding such Company Acquisition Proposal with a third party ("Company Acquisition Agreements"); provided further that prior to approving or recommending such an a Company Acquisition Proposal or entering into a Company Acquisition Agreement or withdrawing, amending or modifying its recommendation of this Agreement and the Transactions, the Company shall (A) notify Reckson and Crescent in writing that it intends to approve, recommend or accept such an a Company Acquisition Proposal or enter into such a Company Acquisition Agreement or withdraw, amend or modify its recommendation, and (B) attach the most current version of any such Company Acquisition Proposal or Company Acquisition Agreement to such notice. Reckson and Crescent shall have the opportunity, within three days of receipt of the Company's written notification of its intention to accept such Acquisition Proposal or to enter into such Company Acquisition Agreement or to withdraw, amend or modify its recommendation, to make an offer relating to the acquisition of the Company (a "Counter Offer"). Unless the Board of Directors of the Company determines, in good faith after consultation with its outside legal counsel and financial advisors, that such Counter Offer is not at least as favorable to the shareholders of the Company, taking into account such factors (including, without limitation, the consideration (both as to amount and form) offered in, and the other terms and conditions of, the Counter Offer and such other Acquisition Proposal or Company Acquisition Agreement) as and to the extent it deems relevant, the Company shall not accept such other Acquisition Proposal or Company Acquisition Agreement, but shall have the right to accept the Counter Offer. If accepted, the Counter Offer shall become a binding and irrevocable agreement among the Company, Buyer, Reckson and Crescent upon such acceptance. The Company agrees that it will not enter into a Company Acquisition Agreement referred to in clause (A) above until at least the fourth day after it has provided the notice to Reckson and Crescent required hereby. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for a merger, consolidation, recapitalization, liquidation or other business combination involving the Company or any of its Subsidiaries or the acquisition or purchase of 50% or more of any class of equity securities of the Company or any of its Subsidiaries, or any tender offer (including self-tenders) or exchange offer that if consummated would result in any Person beneficially owning 50% or more of any class of equity securities of the Company or any of its Subsidiaries, or all or substantially all of the assets of, the Company and its Subsidiaries, other than the Transactions. Furthermore, nothing contained in this Section 5.4 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a14e- 2(a) promulgated under the Exchange Act if failure to so disclose would be inconsistent with its obligations under applicable law or to make any other disclosures required in its judgment by applicable law. On the date of this Agreement, the Company shall immediately terminate discussions, if any, with all third parties relating to an Acquisition Proposal. (b) In addition to the obligations of the a Company set forth in paragraph (a) of this Section 5.4, the Company shall reasonably promptly advise Buyer orally and in writing of any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal. SECTION 5.5

No Solicitation of Transactions by the Company. (a) From the date hereof until the termination of this Agreement, the Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall use its reasonable best efforts to ensure that the respective officers, directors, advisors, representatives or other agents (other than Xxxxxxxx Xxxxxxx) of the Company will not, directly or indirectly, (i) solicit, initiate or encourage any Company Acquisition Proposal (as defined hereafter) or (ii) engage in discussions (other than to disclose the provisions of this Agreement) or negotiations with, or disclose any non-public information relating to the Company or its Subsidiaries or afford access to the properties, books or records of the Company or its Subsidiaries to, any Person that has made, or has indicated its interest in making, an a Company Acquisition Proposal; provided that, if the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to engage in such negotiations or discussions or provide such information would present a reasonable risk of a breach of the duties of the Board of Directors of the Company under applicable law, the Company may furnish information with respect to the Company and its Subsidiaries and participate in negotiations and discussions and enter into agreements regarding such Company Acquisition Proposal with a third party ("Company Acquisition Agreements"); provided further that prior to approving or recommending such an a Company Acquisition Proposal or entering into a Company Acquisition Agreement or withdrawing, amending or modifying its recommendation of this Agreement and the Transactions, the Company shall (A) notify Reckson and Crescent in writing that it intends to approve, recommend or accept such an a Company Acquisition Proposal or enter into such a Company Acquisition Agreement or withdraw, amend or modify its recommendation, and (B) attach the most current version of any such Company Acquisition Proposal or Company Acquisition Agreement to such notice. Reckson and Crescent shall have the opportunity, within three days of receipt of the Company's written notification of its intention to accept such Acquisition Proposal or to enter into such Company Acquisition Agreement or to withdraw, amend or modify its recommendation, to make an offer relating to the acquisition of the Company (a "Counter Offer"). Unless the Board of Directors of the Company determines, in good faith after consultation with its outside legal counsel and financial advisors, that such Counter Offer is not at least as favorable to the shareholders of the Company, taking into account such factors (including, without limitation, the consideration (both as to amount and form) offered in, and the other terms and conditions of, the Counter Offer and such other Acquisition Proposal or Company Acquisition Agreement) as and to the extent it deems relevant, the Company shall not accept such other Acquisition Proposal or Company Acquisition Agreement, but shall have the right to accept the Counter Offer. If accepted, the Counter Offer shall become a binding and irrevocable agreement among the Company, Buyer, Reckson and Crescent upon such acceptance. The Company agrees that it will not enter into a Company Acquisition Agreement referred to in clause (A) above until at least the fourth day after it has provided the notice to Reckson and Crescent required hereby. For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal for a merger, consolidation, recapitalization, liquidation or other business combination involving the Company or any of its Subsidiaries or the acquisition or purchase of 50% or more of any class of equity securities of the Company or any of its Subsidiaries, or any tender offer (including self-tenders) or exchange offer that if consummated would result in any Person beneficially owning 50% or more of any class of equity securities of the Company or any of its Subsidiaries, or all or substantially all of the assets of, the Company and its Subsidiaries, other than the Transactions. Furthermore, nothing contained in this Section 5.4 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act if failure to so disclose would be inconsistent with its obligations under applicable law or to make any other disclosures required in its judgment by applicable law. On the date of this Agreement, the Company shall immediately terminate discussions, if any, with all third parties relating to an Acquisition Proposal. (b) In addition to the obligations of the Company set forth in paragraph (a) of this Section 5.4, the Company shall reasonably promptly advise Buyer orally and in writing of any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal. SECTION 5.5