Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. Neither the ------------------------------- Company nor any Subsidiary shall, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Company or any Subsidiary or any merger, consolidation, business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction") or participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company and each of its Subsidiaries will cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any other person conducted heretofore with respect to any Competing Transaction and will promptly notify Parent following receipt of any request by any person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, to the Company or deliver a written certification of such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not disclose any of the terms of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, the Board determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan Law.

No Solicitation of Transactions. Neither (a) The Company shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, advisors, attorneys, accountants, investment bankers and agents (with respect to any Person, the ------------------------------- Company nor any Subsidiary shallforegoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, through any officer, director, agent or otherwise, (i) solicit, initiate initiate, knowingly encourage or encourage facilitate any inquiry with respect to, or the making, submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets announcement of, any Takeover Proposal or any equity interest (ii) engage in, the Company continue or any Subsidiary or any merger, consolidation, business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction") or otherwise participate in any --------------------- substantive discussions or negotiations regarding, or furnish to any other person Person any non-public information or data with respect to, or otherwise cooperate take any other action to facilitate or encourage any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, a Takeover Proposal. Notwithstanding the foregoing, at any time prior to receipt of the Requisite Company Vote, if (i) the Company has not breached this Section 6.2 in any way withmaterial respect, and (ii) the Company receives a bona fide written Takeover Proposal from a third party that the Company Board determines in good faith (after consultation with outside legal counsel and a financial advisor of nationally recognized reputation) constitutes or assist or participate inmay reasonably be expected to lead to a Superior Proposal, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company and each of its Subsidiaries will cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any other person conducted heretofore may (1) furnish information (including non-public information) with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (provided that the Company shall only provide or permit to be provided to such Person any Competing Transaction and will promptly notify Parent following receipt of any request by any person relating non-public information with respect to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by or on behalf of if (x) such Person has executed a confidentiality agreement that constitutes an Acceptable Confidentiality Agreement and (y) substantially contemporaneously with furnishing any such information to such Person, the Company since January 1notifies Parent of such action and furnishes Parent a list of such written information provided to such Person and, 1998 for to the purpose extent such written information has not been previously furnished to Parent and doing so is consistent with applicable Law, copies of discussing such information), and (2) participate in substantive discussions and negotiations with such Person regarding such Takeover Proposal and, to the extent reasonably required to evaluate a possible change Takeover Proposal, may enter into a customary confidentiality agreement in control transaction involving the Company order to obtain non-public information with respect to such Person (a "Potential Buyer"an “Other Confidentiality Agreement”). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, to the Company or deliver a written certification of such destruction to the Company. The Company its Subsidiaries shall use its their reasonable best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not disclose any inform their Representatives of the terms of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained restrictions described in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, the Board determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan Law6.2.

No Solicitation of Transactions. Neither (a) Except as set forth in this Section 7.5, until the ------------------------------- earlier of the Control Date or the termination of this Agreement in accordance with the terms hereof, the Company and the Company Subsidiaries shall not, nor shall they authorize or knowingly permit any Subsidiary shallof their respective Representatives to, directly or indirectly, through any officer, director, agent or otherwise, indirectly (i) solicit, initiate initiate, knowingly encourage or encourage knowingly facilitate any Acquisition Proposal or the submission of any proposal making thereof, (ii) enter into, continue or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Company or any Subsidiary or any merger, consolidation, business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction") or otherwise participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, any person (other than Parent, Purchaser and their Representatives) with respect to any Acquisition Proposal, or assist (iii) waive, terminate, modify or participate in, facilitate fail to enforce any provision of any contractual “standstill” or encourage, similar obligation of any effort person other than Parent or attempt by any other person to do or seek any of the foregoingits affiliates. The Company immediately shall, and shall cause the Company Subsidiaries and shall instruct each of its Subsidiaries will their respective Representatives immediately to, cease and cause to be terminated any existing activities, and all discussions or negotiations by or on its behalf with any other person conducted heretofore that may be ongoing with respect to any Competing Transaction Acquisition Proposal and will promptly notify Parent following receipt request the prompt return or destruction of any request by any person relating all confidential information provided to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, party prior to the Company or deliver a written certification date of such destruction to the Company. The Company shall this Agreement and use its best commercially reasonable efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following ensure compliance by each Potential Buyer with such request. The Company agrees Notwithstanding anything to the contrary herein, prior to the Acceptance Date, in response to a bona fide written Acquisition Proposal that it will not disclose any of the terms of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, the Board determines in good faithfaith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) is, based upon or is reasonably likely to result in, a Superior Proposal, and which Acquisition Proposal did not result from or arise in connection with a breach of this Section 7.5(a) and was made after the written advice date hereof, the Company may, subject to compliance with Section 7.5(c), (x) furnish information regarding the Company and the Company Subsidiaries to the person making such Acquisition Proposal (and its Representatives) pursuant to a confidentiality agreement (which shall permit the Company to comply with the terms of Xxxxxxxx Xxxxxx Xxxxxxxx Section 7.5(c)) containing confidentiality and Xxxxstandstill provisions not less restrictive to such person than the provisions of the Confidentiality Agreement are to Parent; provided that all such information has previously been provided to Parent or is provided to Parent prior to or concurrent with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, but only if and to the extent that in connection with the foregoing clauses (x) and (y), the Company Board determines in good faith (after consultation with outside legal counsel and a financial advisor of nationally recognized reputation) that such action is required for the Board necessary to comply with its fiduciary duties under applicable Law, and provided, the Company shall not take any of the actions referred to shareholders in the foregoing clauses (x) and (y) unless the Company shall have notified Parent in writing at least three (3) business days prior to taking such action that it intends to take such action and the basis hereunder therefor. In addition, notwithstanding the foregoing, prior to the Acceptance Date, the Company may, to the extent the Company Board determines in good faith (after consultation with outside legal counsel and a financial advisor of nationally recognized reputation) that such action is necessary to comply with its fiduciary duties under Michigan applicable Law, not enforce any confidentiality, standstill or similar agreement to which the Company or any Company Subsidiary is a party for the sole purpose of allowing the other party to such agreement to submit an Acquisition Proposal, or with respect to another party that has submitted an Acquisition Proposal, solely with respect to such submission, that will constitute, or is reasonably likely to lead to, a Superior Proposal, that did not, in each case, result from a breach by the Company of this Section 7.5.

No Solicitation of Transactions. Neither the ------------------------------- (a) The Company nor any Subsidiary shall, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, and shall cause the Company or any Subsidiary or any mergerSubsidiary, consolidation, business combination, reorganization, recapitalization or similar transaction involving and shall use reasonable best efforts to cause the Company or any Subsidiary (each a "Competing Transaction") or participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect Representatives to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company and each of its Subsidiaries will (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any parties (other person conducted heretofore than Parent, Merger Sub and the Parent Representatives) that may be ongoing as of the date hereof with respect to any Competing Transaction a Takeover Proposal and will promptly notify Parent following receipt (ii) use reasonable best efforts to obtain the prompt return or destruction of any request by any person relating confidential information previously furnished to any possible Competing Transaction or information concerning such other parties (to the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning extent that the Company has the right to cause such Persons to return or any of its Subsidiaries was disclosed by destroy such confidential information under a confidentiality agreement (or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer"other similar agreement) with such Persons). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and informationshall not, and all copies thereof, to shall cause the Company or deliver a written certification of such destruction to the Company. The Company Subsidiary and shall use its reasonable best efforts to cause each the Company Representatives not to, (A) directly or indirectly solicit, initiate or knowingly encourage any Takeover Proposal, (B) enter into any agreement or agreement in principle with respect to a Takeover Proposal, or (C) participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Third Party any information with respect to, any Takeover Proposal; provided, however, that at any time prior to the Offer Closing, in response to a bona fide written Takeover Proposal that was not solicited in violation of this Agreement, and that the Company Board determines in good faith (after consultation with a financial advisor and outside legal counsel) constitutes, or could reasonably be expected to lead to, a Superior Proposal, the Company may, subject to compliance with Section 7.3(b), (1) furnish information and/or draft agreements with respect to the Company and the Company Subsidiary to the Person making such Potential Buyer Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) pursuant to comply with a customary confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the NDA (it being understood and agreed that such request confidentiality agreement need not prohibit the making or amendment of any Takeover Proposal) (provided that all such information and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not disclose any a summary of the material terms of any such draft agreements have previously been made available to Parent or are made available to Parent prior to, or promptly after (and in any event, within 48 hours), the time it is provided to such Person) and (2) participate in discussions or negotiations with the Person making such Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Takeover Proposal. During the period from the date of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if termination of this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreementx) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of neither the Company in excess nor the Company Subsidiary shall terminate, amend, modify or waive any provision of any confidentiality agreement to which it is a party relating to a proposed business combination involving the Per Share Amount (Company or any standstill agreement to which it is a "Superior Proposal"), if, and only to party unless the ----------------- extent that, the Company Board or any committee thereof determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxxafter consultation with outside legal counsel, that failure to take such action is required for the Board would be reasonably likely to comply be inconsistent with its fiduciary duties under applicable Law and (y) the Company shall use its reasonable best efforts to shareholders enforce, to the fullest extent permitted under Michigan applicable Law, the provisions of any such agreement, unless the Company Board or any committee thereof determines in good faith, after consultation with outside legal counsel, that taking such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law.

No Solicitation of Transactions. Neither the ------------------------------- Until this Agreement has been terminated as provided herein, Company nor any Subsidiary shallshall not, directly or indirectly, through any officerand shall cause its Representatives not to, director, agent directly or otherwiseindirectly, solicit, initiate or encourage (including by way of furnishing nonpublic information), any inquiries or the submission making of any proposal or offer from (including, without limitation, any proposal or offer to its stockholders) 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 relating in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any acquisition Competing Transaction, or purchase authorize or permit any of all Company's Representatives or any material portion of the assets ofsubsidiaries, or any equity interest inRepresentative retained by Company's subsidiaries, to take any such action; PROVIDED, HOWEVER, that nothing contained in this Agreement, including this Section 6.04, shall prohibit the Company or the board of directors of Company (i) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or exchange offer not made in violation of this Section 6.04 or (ii) prior to receipt of the approval by the stockholders of Company of this Agreement and the Merger from providing information (subject to a confidentiality agreement at least as restrictive as the Confidentiality Agreement) in connection with, and negotiating, another unsolicited, bona fide written proposal regarding a Competing Transaction that (i) Company's board of directors shall have concluded in good faith, in part on the basis of advice of independent outside counsel of nationally recognized reputation, that such action is necessary to prevent Company's board of directors from violating its fiduciary duties to Company's stockholders under applicable law, (ii) if any Subsidiary or any mergercash consideration is involved, consolidation, business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction") or participate in any --------------------- discussions or negotiations regarding, or furnish shall not be subject to any other person any information with respect tofinancing contingency, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company and each of its Subsidiaries will cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any other person conducted heretofore with respect to any which Company's board of directors shall have determined (based in part upon the advice of Company's independent financial advisors of nationally recognized reputation) that the acquiring party is reasonably capable of consummating such Competing Transaction on the terms proposed, and will promptly notify Parent following receipt (iii) Company's board of directors reasonably believes in good faith that such Competing Transaction provides greater value to the stockholders of Company than the Merger (based in part upon the written opinion of Company's independent financial advisors of nationally recognized reputation that such Competing Transaction is superior from a financial point of view) (any request such Competing Transaction being referred to herein as a "SUPERIOR PROPOSAL"). Any violation of the restrictions set forth in this Section 6.04 by any person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 Representative of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by Subsidiaries, whether or not such Person is purporting to act on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, to the Company or deliver otherwise, shall be deemed to be a written certification of such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not disclose any of the terms breach of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, the Board determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan Law.6.04

No Solicitation of Transactions. Neither (a) Notwithstanding anything to the ------------------------------- contrary contained in this Agreement but subject to Section 5.4(e) and Section 5.4(f), during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on October 21, 2016 (the “Go Shop Period End Time”), the Company, the Subsidiaries of the Company nor any Subsidiary shalland their respective Representatives may and shall have the right to, directly or indirectly, through any officer, director, agent or otherwise: (i) initiate, solicit, initiate encourage or encourage facilitate any inquiries or the submission making of any proposal proposal, offer or offer from other action that constitutes, or could reasonably be expected to lead to, any person relating Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (C) providing access to any acquisition or purchase of all or any material portion the properties, offices, assets, books, records and personnel of the assets of, or any equity interest in, Company and the Subsidiaries of the Company and furnishing non-public information pursuant to (but only pursuant to) one or any Subsidiary or any mergermore Acceptable Confidentiality Agreements; provided, consolidationhowever, business combination, reorganization, recapitalization or similar transaction involving that the Company has previously or any Subsidiary substantially contemporaneously furnished, made available or provided access to such non-public information to the Parent; (each a "Competing Transaction"ii) enter into, continue or otherwise participate in any --------------------- discussions or negotiations regarding, or furnish to with any other person any information with respect Person relating to, or otherwise cooperate in furtherance of such inquiries, proposals, offers or other actions or to obtain, an Acquisition Proposal; (iii) release any way withPerson from, or assist or participate in, facilitate or encouragerefrain from enforcing, any effort standstill agreement or attempt by any other person similar obligation to do or seek any of the foregoing. The Company and each of its Subsidiaries will cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any other person conducted heretofore with respect to any Competing Transaction and will promptly notify Parent following receipt of any request by any person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its the Subsidiaries was disclosed by or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company Company; and (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, to the Company or deliver a written certification of such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not iv) disclose any of the terms of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company any information required to be disclosed under applicable Law. For purposes of this Agreement, the term “Go Shop Bidder” shall mean any Person (including its controlled Affiliates and Representatives) that submits a proposal or offer regarding an Acquisition Proposal not later than the Go Shop Period End Time that has not been withdrawn and that the Company Special Committee determines prior to the Go Shop Period End Time (or in excess the case of any Acquisition Proposal received less than two (2) Business Days before the date of the Per Share Amount Go Shop Period End Time, not later than two (2) Business Days after the Go Shop Period End Time), has resulted in, or could be reasonably expected to result in, a "Superior Proposal"). No later than two (2) Business Days after the Go Shop Period End Time, if, the Company shall notify the Parent in writing of the identity of each Go Shop Bidder and only provide to the ----------------- Parent (x) a copy of any related Acquisition Proposal made in writing and any other written material terms or proposals provided (including, to the extent thatnot included therein, a copy of the Board determines acquisition agreement and any related transaction documents and financing commitments, if any) to the Company or any Company Subsidiary and (y) a written summary of the material terms of any related Acquisition Proposal not made in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan Lawwriting (including any material terms proposed orally or supplementally).

No Solicitation of Transactions. Neither (a) Except as set forth in this Section 6.3, until the ------------------------------- termination of this Agreement in accordance with the terms hereof, the Company nor any Subsidiary shallshall not, and shall cause the Company Subsidiaries not to, and shall not authorize or permit its and the Company Subsidiaries’ respective Representatives to, directly or indirectly, through any officer, director, agent or otherwise, indirectly (i) solicit, initiate initiate, knowingly encourage or encourage knowingly facilitate any Acquisition Proposal or the submission of any proposal making thereof, (ii) enter into, continue or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Company or any Subsidiary or any merger, consolidation, business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction") or otherwise participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, any Third Party or assist their Representatives that is seeking to make, or participate in, facilitate or encouragehas made, any effort Acquisition Proposal, or attempt (iii) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or confidentiality or similar obligation of any Third Party. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any other person to do Company Subsidiary or seek any Representative of the foregoingCompany or any Company Subsidiary shall be a breach of this Section 6.3 by the Company. The Company immediately shall, and shall cause the Company Subsidiaries and shall instruct each of its Subsidiaries will their respective Representatives immediately to, cease and cause to be terminated any existing activities, and all discussions or negotiations by or on its behalf with any other person conducted heretofore that may be ongoing with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal and request the prompt return or destruction of all confidential information provided to any Competing Transaction and will promptly notify Parent following receipt of any request by any such person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, Representatives prior to the Company or deliver a written certification date of such destruction to the Company. The Company shall this Agreement and use its best commercially reasonable efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following ensure compliance by each Potential Buyer with such request. The Notwithstanding anything to the contrary herein, prior to obtaining the Required Company agrees Vote, in response to a bona fide unsolicited written Acquisition Proposal made after the date hereof, that it will did not disclose any result from or arise out of the terms a breach of this Agreement or the matters referred to herein to any other prospective acquiror of Section 6.3, and that the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, the Board determines in good faithfaith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) is, based upon or is reasonably likely to lead to, a Superior Proposal, the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx Company may, subject to compliance with Section 6.3(c), (x) furnish information regarding the Company and Xxxx, that the Company Subsidiaries to the person making such action is required for Acquisition Proposal (and its Representatives) pursuant to a confidentiality agreement (which shall permit the Board Company to comply with the terms of Section 6.3(c)) containing confidentiality and other provisions not less restrictive to such Third Party than the provisions of the Confidentiality Agreement are to Parent; provided, however, that all such information has previously been made available to Parent or is made available to Parent prior to, or concurrent with, the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, but, in connection with the foregoing clauses (x) and (y), only if the Company Board determines in good faith (after Table of Contents consultation with outside legal counsel and a financial advisor of nationally recognized reputation) that the failure to take such action would reasonably be expected to be a breach of its fiduciary duties under applicable Law, and provided, however, that the Company shall not take any of the actions referred to shareholders under Michigan Lawin the foregoing clauses (x) and (y) unless the Company shall have notified Parent in writing, at least two (2) business days prior to taking such action, that it intends to take such action and the basis hereunder therefor.

No Solicitation of Transactions. Neither the ------------------------------- (a) Company nor any Subsidiary shallagrees that (i) it and its officers, directors and employees shall not, (ii) Company Subsidiaries and Company Subsidiaries' officers, directors and employees shall not and (iii) it shall not authorize or permit its and its Subsidiaries' agents and representatives to, (A) directly or indirectly, through any officer, director, agent or otherwiseinitiate, solicit, initiate participate in, or knowingly encourage or facilitate any inquiries relating to or the submission making of any proposal Acquisition Proposal or offer from (B) directly or indirectly, continue, enter into or engage in any person negotiations or discussions concerning any Acquisition Proposal with, or furnish any information relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Company or any Company Subsidiary or provide access to the properties, books and records or any merger, consolidation, business combination, reorganization, recapitalization confidential information or similar transaction involving the data of Company or any Company Subsidiary (each a "Competing Transaction") or participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect to, any Person relating to an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Company, the Board or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any special committee of the foregoing. The Company and each of its Subsidiaries will cease and cause to Board that may be terminated any existing activities, discussions or negotiations by or on its behalf with any other person conducted heretofore with respect to any Competing Transaction and will promptly notify Parent following receipt of any request by any person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company formed (a "Potential BuyerSPECIAL COMMITTEE"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents ) from, (i) taking and informationdisclosing to its shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act, and all copies thereof, (ii) prior to the Company Shareholders' Approval being obtained, providing access to properties, books and records and providing information or deliver data in response to a request therefor by a Person who has made an unsolicited bona fide written certification of Acquisition Proposal if the Board or Special Committee receives from the Person so requesting such destruction information an executed confidentiality agreement on terms substantially similar to those contained in the Company. The Confidentiality Agreement (except for such changes specifically necessary in order for Company shall use its best efforts to cause each such Potential Buyer be able to comply with its obligations under this Agreement) (provided that all such request and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not disclose any of the terms of this Agreement written information is also provided on a prior or the matters referred substantially concurrent basis to herein Parent), or (iii) prior to any other prospective acquiror of the Company until Shareholders' Approval being obtained, engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal (including Persons with whom the Closing Date or earlier if this Agreement is terminated in accordance Company has negotiated with its terms, except prior to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date execution and delivery of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which), if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, in connection with the foregoing clauses (ii) and (iii), (A) the Board or Special Committee (after consultation with its independent legal counsel) determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, faith that such action is required necessary for the Board or Special Committee to comply with its fiduciary duties to shareholders Company's Shareholders under Michigan Lawapplicable law, (B) such Acquisition Proposal is not subject to any financing contingencies or is, in the good faith judgment of the Board or Special Committee (after consultation with its financial advisor), reasonably capable of being financed by such other Person, and (C) the Board or Special Committee determines in good faith after consultation with its independent legal counsel and financial advisor (taking into account among other things the legal, financial, regulatory and other aspects of the proposal, the Person making the proposal, the likelihood of consummation and the time to complete such transaction) that such Acquisition Proposal is reasonably capable of being completed and, if consummated, would reasonably be expected to result in a transaction more favorable to Company's Shareholders than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as an "SUPERIOR PROPOSAL").

No Solicitation of Transactions. Neither (a) Notwithstanding anything to the ------------------------------- contrary contained in this Agreement but subject to Section 5.4(e) and Section 5.4(f), during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on October 21, 2016 (the “Go Shop Period End Time”), the Company, the Subsidiaries of the Company nor any Subsidiary shalland their respective Representatives may and shall have the right to, directly or indirectly, through any officer, director, agent or otherwise: (i) initiate, solicit, initiate encourage or encourage facilitate any inquiries or the submission making of any proposal proposal, offer or offer from other action that constitutes, or could reasonably be expected to lead to, any person relating Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (C) providing access to any acquisition or purchase of all or any material portion the properties, offices, assets, books, records and personnel of the assets of, or any equity interest in, Company and the Subsidiaries of the Company and furnishing non-public information pursuant to (but only pursuant to) one or any Subsidiary or any mergermore Acceptable Confidentiality Agreements; provided, consolidationhowever, business combination, reorganization, recapitalization or similar transaction involving that the Company has previously or any Subsidiary substantially contemporaneously furnished, made available or provided access to such non-public information to the Parent; (each a "Competing Transaction"ii) enter into, continue or otherwise participate in any --------------------- discussions or negotiations regarding, or furnish to with any other person any information with respect Person relating to, or otherwise cooperate in furtherance of such inquiries, proposals, offers or other actions or to obtain, an Acquisition Proposal; (iii) release any way withPerson from, or assist or participate in, facilitate or encouragerefrain from enforcing, any effort standstill agreement or attempt by any other person similar obligation to do or seek any of the foregoing. The Company and each of its Subsidiaries will cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any other person conducted heretofore with respect to any Competing Transaction and will promptly notify Parent following receipt of any request by any person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its the Subsidiaries was disclosed by or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company Company; and (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, to the Company or deliver a written certification of such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not iv) disclose any of the terms of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company any information required to be disclosed under applicable Law. For purposes of this Agreement, the term “Go Shop Bidder” shall mean any Person (including its controlled Affiliates and Representatives) that submits a proposal or offer regarding an Acquisition Proposal not later than the Go Shop Period End Time that has not been withdrawn and that the Company Special Committee determines prior to the Go Shop Period End Time (or in excess the case of any Acquisition Proposal received less than two (2) Business Days before the date of the Per Share Amount Go Shop Period End Time, not later than two (2) Business Days after the Go Shop Period End Time), has resulted in, or could be reasonably expected to result in, a "Superior Proposal"). No later than two (2) Business Days after the Go Shop Period End Time, if, the Company shall notify the Parent in writing of the identity of each Go Shop Bidder and only provide to the ----------------- Parent (x) a copy of any related Acquisition Proposal made in writing and any other written material terms or proposals provided (including, to the extent thatnot included therein, a copy of the Board determines acquisition agreement and any related transaction documents and financing commitments, if any) to the Company or any Company Subsidiary and (y) a written summary of the material terms of any related Acquisition Proposal not made in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan Law.writing (including any material terms proposed orally or supplementally). 66

No Solicitation of Transactions. Neither (a) The Company agrees that, from and after the ------------------------------- Company nor any Subsidiary shalldate hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, it shall not, and that it shall cause its Representatives not to, directly or indirectly, through any officerinitiate, director, agent or otherwise, solicit, initiate solicit or encourage any inquiries or the submission making of any proposal proposal, or offer from any person relating with respect to any acquisition or purchase of all or any material portion of the assets ofa merger, or any equity interest inreorganization, the Company or any Subsidiary or any mergershare exchange, consolidation, business combination, reorganizationrecapitalization, recapitalization liquidation, dissolution or similar transaction involving involving, or any purchase or sale of all or any significant portion of the assets or 20% or more of the equity securities of, the Company or any Company Subsidiary (each any such proposal or offer being hereinafter referred to as a "Competing TransactionCompany Acquisition Proposal") ). The Company further agrees that it shall not, and that it shall cause its Representatives not to, directly or participate indirectly, have any discussion with or provide any confidential information or data relating to 40 the Company or any Company Subsidiary to any Person relating to a Company Acquisition Proposal or engage in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect toconcerning a Company Acquisition Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt to make or implement a Company Acquisition Proposal or accept a Company Acquisition Proposal; provided, however, that nothing contained in this Section 6.04(a) shall prevent the Company or the Special Committee from (i) complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal; (ii) engaging in any discussions or negotiations with, or providing any information to, any Person in response to an unsolicited written Company Acquisition Proposal by any other person such Person; or (iii) recommending such an unsolicited written Company Acquisition Proposal to do the holders of Company Common Stock if, in any such case as is referred to in clause (ii) or seek (iii), (A) the Special Committee determines in good faith after consultation with outside legal counsel to the Special Committee that such action could reasonably be deemed to be necessary for it to act in a manner consistent with its fiduciary duties under applicable Law, (B) prior to providing any information or data regarding the Company to any Person or any of such Person's Representatives in connection with a Company Acquisition Proposal by such Person, the foregoingCompany receives from such Person an executed confidentiality agreement on terms at least as restrictive on such Person as those contained in the Confidentiality Agreement, (C) prior to providing any information or data to any Person or any of such Person's Representatives or entering into discussions or negotiations with any Person or any of such Person's Representatives in connection with a Company Acquisition Proposal by such Person, the Company notifies Parent promptly of the receipt of such Company Acquisition Proposal indicating, in connection with such notice, the name of such Person and attaching a copy of the proposal or offer or providing a complete written summary thereof, and (D) the Company has not breached its obligations under the first sentence of this Section 6.04(a). The Company and each of its Subsidiaries agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any other person parties conducted heretofore with respect to any Competing Transaction and will promptly notify Parent following receipt of any request by any person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer")Acquisition Proposal. The Company will promptly request --------------- agrees that each it shall keep Parent informed, on a current basis, of the status and terms of any such Potential Buyer either return all proposals or offers and the status of any such confidential documents and information, and all copies thereof, to the Company discussions or deliver a written certification of such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance by each Potential Buyer with such requestnegotiations. The Company agrees that it will not disclose any of take the terms of this Agreement or the matters referred necessary steps to herein to any other prospective acquiror promptly inform each Representative of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained obligations undertaken in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"6.04(a), if, and only to the ----------------- extent that, the Board determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan Law.

No Solicitation of Transactions. Neither the ------------------------------- Section 6.4.1 The Company nor any Subsidiary shall, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, and shall cause each Company Subsidiary and the Company or any Subsidiary or any merger, consolidation, business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction") or participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect Representatives to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company and each of its Subsidiaries will immediately cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any Third Parties (other person conducted heretofore than the Parent Representatives) that may be ongoing as of the date hereof with respect to any Competing Transaction and will promptly notify Parent following receipt an actual or potential Takeover Proposal. The Company shall use its reasonable best efforts to obtain, in accordance with the terms of any request by applicable confidentiality agreement, the return or destruction of any person relating confidential information previously furnished to any possible Competing Transaction or information concerning such Person by the Company, any Company Subsidiary or any Company Representative. In addition, the Company shall not, and shall cause each Company Subsidiary and the Company Representatives not to, (a) directly or indirectly, solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing non-public information or providing access to its properties, books, records or personnel) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, a Takeover Proposal, (b) enter into any agreement or agreement in principle with respect to a Takeover Proposal or (c) engage in any negotiations or discussions regarding, or furnish or disclose to any Third Party any information with respect to, any Takeover Proposal; provided, however, that at any time prior to obtaining the Stockholder Approval, in response to a bona fide Takeover Proposal received by the Company after the date hereof that was not solicited in violation of this Section 6.04 6.4.1 and that the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisors) constitutes, or could reasonably be expected to lead to, a Superior Proposal, and, that the failure to take the actions set forth in clauses (x) or (y) below with respect to such Takeover Proposal would be inconsistent with its fiduciary duties under applicable law, then the Company may, in response to such Takeover Proposal, subject to compliance with Section 6.4.2 and Section 6.4.3, (x) provide access to its properties, Contracts, personnel, books and records and furnish information, data and/or draft agreements with respect to the Company and the Company Subsidiaries to the Person making such Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) and (y) participate in discussions or negotiations with the Person making such Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Takeover Proposal; provided, that, prior to furnishing such information to or entering into discussions or negotiations with such Person, the Company shall receive from such Person an executed confidentiality agreement, the terms of which shall be substantially similar to, and not materially less favorable to the Disclosure Schedule accurately and completely sets forth Company than, in the name of each person aggregate, those contained in the Confidentiality Agreement; provided, further that the Company shall promptly provide to whom Parent any confidential documents or non-public information concerning the Company or any of its Subsidiaries was disclosed by not previously provided to Parent or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer"). The Company will promptly request --------------- Parent Representatives that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, is provided to the Company or deliver a written certification of Person making such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not disclose any of the terms of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Takeover Proposal"), if, and only to the ----------------- extent that, the Board determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan Law.

No Solicitation of Transactions. Neither the ------------------------------- Company nor any Subsidiary shall, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission Section 5.8.1 None of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Company or any Subsidiary or any merger, consolidation, business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction") or participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company and each of its Subsidiaries will cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any other person conducted heretofore with respect to any Competing Transaction and will promptly notify Parent following receipt of any request by any person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by shall, directly or on behalf of indirectly, take (and the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving shall not authorize or permit the Company Representatives or other affiliates to take) any action to (a "Potential Buyer"a) encourage (including by way of furnishing non-public information). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereofsolicit, initiate or facilitate any Acquisition Proposal, (b) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Company Merger or deliver a written certification of such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance any other transaction contemplated by each Potential Buyer with such request. The Company agrees that it will not disclose any of the terms of this Agreement or the matters referred to herein to (c) participate in any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated way in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, or furnish any information to, any person in connection with an unsolicited (from with, or take any other action to facilitate any inquiries or the date making of this Agreement) any proposal involving a fully-financed Competing Transaction which is made in writing by such person and whichthat constitutes, if consummatedor could reasonably be expected to lead to, would provide consideration per Share any Acquisition Proposal; provided, however, that if, at any time prior to the shareholders obtaining of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent thatStockholder Approval, the Company Board determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx after consultation with outside counsel and Xxxxits financial advisors, that such action is required for it would otherwise be reasonably likely to constitute a breach of the Board to comply with its directors' fiduciary duties to shareholders under Michigan Lawthe Company Stockholders, the Company may, in response to a Superior Proposal and subject to the Company's compliance with Section 5.8.2 (x) furnish information with respect to the Company and its Subsidiaries to the person making such Superior Proposal pursuant to a customary confidentiality agreement the benefits of the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Parent and (y) participate in discussions or negotiations with respect to such Superior Proposal. Upon execution of this Agreement, the Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned.

No Solicitation of Transactions. Neither (a) None of the ------------------------------- Company, the Company nor Subsidiary or any Subsidiary of the Former Subsidiaries shall, directly or indirectly, through take (nor shall the Company authorize or permit its Representatives or, to the extent within the Company’s control, other affiliates to take) any officer, director, agent or otherwiseaction to (i) encourage (including by way of furnishing nonpublic information), solicit, initiate or encourage facilitate any Acquisition Proposal (as defined in Section 6.04(c)), (ii) enter into any letter of intent, term sheet or other agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the submission making of any proposal that constitutes, or offer from could reasonably be expected to lead to, any person relating Acquisition Proposal; provided, however, that if, at any time prior to any acquisition or purchase of all or any material portion the obtaining of the assets ofCompany Stockholders’ Approval, or any equity interest inthe Board of Directors of the Company determines in good faith, based on the advice of outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to stockholders, the Company or any Subsidiary or any mergermay, consolidationin response to a Superior Proposal (as defined below) and subject to such party’s compliance with Section 6.04(b), business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction"A) or participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect toto the Company and the Company Subsidiary to the person making such Superior Proposal pursuant to a customary confidentiality agreement the terms of which are no less favorable to the Company than the terms of the Confidentiality Agreement and (B) participate in discussions with respect to such Superior Proposal. Without limiting the foregoing, or otherwise cooperate it is agreed that any violation of the restrictions set forth in any way with, or assist or participate in, facilitate or encourage, any effort or attempt this Section 6.04(a) by any other person to do or seek any Representative of the foregoingCompany shall be deemed to be a breach of this Section 6.04(a) by the Company. The Company and each of its Subsidiaries will shall cease immediately and cause to be terminated any and all existing activities, discussions or negotiations by or on its behalf with any other person parties conducted heretofore with respect to any Competing Transaction an Acquisition Proposal and will promptly notify Parent following receipt of any request by any person relating to any possible Competing Transaction or that all confidential information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by or furnished on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, to the Company or deliver a written certification of such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not disclose any of the terms of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, the Board determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan Lawbe returned.

No Solicitation of Transactions. Neither (a) Except as set forth in this Section 6.3, until the ------------------------------- termination of this Agreement in accordance with the terms hereof, the Company nor any Subsidiary shallshall not, and shall cause the Company Subsidiaries not to, and shall not authorize or permit its and the Company Subsidiaries’ respective Representatives to, directly or indirectly, through any officer, director, agent or otherwise, indirectly (i) solicit, initiate initiate, knowingly encourage or encourage knowingly facilitate any Acquisition Proposal or the submission of any proposal making thereof, (ii) enter into, continue or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Company or any Subsidiary or any merger, consolidation, business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction") or otherwise participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, any Third Party or assist their Representatives that is seeking to make, or participate in, facilitate or encouragehas made, any effort Acquisition Proposal, or attempt (iii) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or confidentiality or similar obligation of any Third Party. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any other person to do Company Subsidiary or seek any Representative of the foregoingCompany or any Company Subsidiary shall be a breach of this Section 6.3 by the Company. The Company immediately shall, and shall cause the Company Subsidiaries and shall instruct each of its Subsidiaries will their respective Representatives immediately to, cease and cause to be terminated any existing activities, and all discussions or negotiations by or on its behalf with any other person conducted heretofore that may be ongoing with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal and request the prompt return or destruction of all confidential information provided to any Competing Transaction and will promptly notify Parent following receipt of any request by any such person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by or on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, Representatives prior to the Company or deliver a written certification date of such destruction to the Company. The Company shall this Agreement and use its best commercially reasonable efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following ensure compliance by each Potential Buyer with such request. The Notwithstanding anything to the contrary herein, prior to obtaining the Required Company agrees Vote, in response to a bona fide unsolicited written Acquisition Proposal made after the date hereof, that it will did not disclose any result from or arise out of the terms a breach of this Agreement or the matters referred to herein to any other prospective acquiror of Section 6.3, and that the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, the Board determines in good faithfaith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) is, based upon or is reasonably likely to lead to, a Superior Proposal, the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx Company may, subject to compliance with Section 6.3(c), (x) furnish information regarding the Company and Xxxx, that the Company Subsidiaries to the person making such action is required for Acquisition Proposal (and its Representatives) pursuant to a confidentiality agreement (which shall permit the Board Company to comply with the terms of Section 6.3(c)) containing confidentiality and other provisions not less restrictive to such Third Party than the provisions of the Confidentiality Agreement are to Parent; provided, however, that all such information has previously been made available to Parent or is made available to Parent prior to, or concurrent with, the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, but, in connection with the foregoing clauses (x) and (y), only if the Company Board determines in good faith (after consultation with outside legal counsel and a financial advisor of nationally recognized reputation) that the failure to take such action would reasonably be expected to be a breach of its fiduciary duties under applicable Law, and provided, however, that the Company shall not take any of the actions referred to shareholders under Michigan Lawin the foregoing clauses (x) and (y) unless the Company shall have notified Parent in writing, at least two (2) business days prior to taking such action, that it intends to take such action and the basis hereunder therefor.

No Solicitation of Transactions. Neither (a) None of the ------------------------------- Company Company, the Operating Partnership and the Company’s other Subsidiaries shall, nor shall they authorize or permit any Subsidiary shallofficer, manager, director, employee, or agent or any investment banker, financial advisor, attorney, accountant or other representative (collectively, the “Representatives”) to, directly or indirectly, through any officer, director, agent or otherwise, (i) solicit, or initiate or knowingly encourage or knowingly facilitate any inquiries or offers with respect to, or that reasonably may be expected to lead to the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, any Acquisition Proposal or any equity interest in, the Company or any Subsidiary or any merger, consolidation, business combination, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary (each a "Competing Transaction"ii) or participate in any --------------------- discussions or negotiations regarding, or that reasonably may be expected to lead to, or furnish to any other person Person any non-public information with respect to, or otherwise cooperate with respect to, any Acquisition Proposal. Without limiting the foregoing, the Company shall be responsible for any failure on the part of its Representatives to comply with this Section 7.04. Notwithstanding anything to the contrary in this Section 7.04, nothing contained in this Agreement shall prohibit the Company from, at any way time prior to receipt of the Company Shareholder Approval, furnishing any information to, or entering into or participating in discussions or negotiations with, or assist releasing from any standstill agreement or participate in, facilitate or encourage, any effort or attempt by any other person similar obligation to do or seek any of the foregoing. The Company and each of its Subsidiaries will cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any other person conducted heretofore with respect to any Competing Transaction and will promptly notify Parent following receipt of any request by any person relating to any possible Competing Transaction or information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any Company Subsidiary, any Person that makes an unsolicited bona fide Acquisition Proposal in writing that did not otherwise result from a breach of its Subsidiaries was disclosed by or on behalf of this Section 7.04, if (i) the Company since January 1Board determines in good faith after consulting with its legal counsel and financial advisors that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, 1998 for the purpose of discussing a possible change in control transaction involving (ii) prior to furnishing such non-public information to, or entering into discussions or negotiations with, such Person, the Company (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, to the Company or deliver a written certification of such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify notifies Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not disclose any of the terms of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, such Person, and (iv) prior to furnishing such non-public information to such Person, the Company (A) provides Parent with the information to be provided to such Person which Parent has not previously been provided, and (B) receives from such Person an executed confidentiality and standstill agreement no less favorable to the Company than the Confidentiality Agreement. Without the prior written consent of Parent, the Company will not release any person in connection with an unsolicited (Person from any standstill agreement or similar obligation to the date of this Agreement) proposal involving a fully-financed Competing Transaction Company or any Company Subsidiary which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders set forth on Item 7.04(a) of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, the Board determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan LawDisclosure Letter.

No Solicitation of Transactions. Neither Section 5.6.1 None of the ------------------------------- Company nor or any Company Subsidiary shall, directly or indirectly, through take (and the Company shall not authorize or permit the Company Representatives to take) any officer, director, agent or otherwiseaction to (A) knowingly encourage (including by way of furnishing non-public information), solicit, initiate or encourage facilitate any Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the submission Merger or any other transaction contemplated by this Agreement or (C) participate in any way in discussions or negotiations with, or furnish any information to, any person (other than Parent, Merger Sub and the Parent Representatives) in connection with, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or offer from would reasonably be expected to lead to, any person relating Acquisition Proposal; provided, however, that if, at any time prior to any acquisition or purchase of all or any material portion the obtaining of the assets ofCompany's stockholders' approval of this Agreement and, or so long as neither the Company nor any equity interest inCompany Subsidiary nor any Company Representatives shall have breached any of the provisions of this Section 5.6.1, the Company or any Subsidiary or any mergerBoard determines in good faith, consolidationafter consultation with outside counsel, business combinationthat failing to take such action would be inconsistent with its fiduciary duties to stockholders, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary may, in response to an Acquisition Proposal that the Company Board, after consultation with the Company Financial Advisor, determines is reasonably likely to lead to a Superior Proposal and subject to the Company's compliance with Section 5.6.2, (each x) furnish information with respect to the Company and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a "Competing Transaction"customary confidentiality agreement the benefits of the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Parent and (y) or participate in any --------------------- discussions or negotiations regarding, or furnish to any other person any information with respect toto such Acquisition Proposal. Upon execution of this Agreement, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company and each of its Subsidiaries will shall cease immediately and cause to be terminated any and all existing activities, discussions or negotiations by or on its behalf with any other person parties conducted heretofore with respect to any Competing Transaction an Acquisition Proposal and will promptly notify Parent following receipt of any request by any person relating to any possible Competing Transaction or that all confidential information concerning the Company. Section 6.04 of the Disclosure Schedule accurately and completely sets forth the name of each person to whom any confidential documents or information concerning the Company or any of its Subsidiaries was disclosed by or with respect thereto furnished on behalf of the Company since January 1, 1998 for the purpose of discussing a possible change in control transaction involving the Company (a "Potential Buyer"). The Company will promptly request --------------- that each such Potential Buyer either return all of such confidential documents and information, and all copies thereof, to the Company be returned or deliver a written certification of such destruction to the Company. The Company shall use its best efforts to cause each such Potential Buyer to comply with such request and shall notify Parent promptly following compliance by each Potential Buyer with such request. The Company agrees that it will not disclose any of the terms of this Agreement or the matters referred to herein to any other prospective acquiror of the Company until the Closing Date or earlier if this Agreement is terminated in accordance with its terms, except to the extent such disclosure is required by law or the regulations of the Nasdaq Stock Market. Nothing contained in this Section 6.04 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal involving a fully-financed Competing Transaction which is made in writing by such person and which, if consummated, would provide consideration per Share to the shareholders of the Company in excess of the Per Share Amount (a "Superior Proposal"), if, and only to the ----------------- extent that, the Board determines in good faith, based upon the written advice of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx, that such action is required for the Board to comply with its fiduciary duties to shareholders under Michigan Lawdestroyed.