Common use of Exclusive Dealings Clause in Contracts

Exclusive Dealings. From the date of this Agreement until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, each Supporting Holder shall not and shall cause its Representatives not to, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss any Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 4.2 or further an Acquisition Proposal. Each Supporting Holder agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPC fully informed on a prompt basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Supporting Holder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than STPC and its Representatives) that may be ongoing with respect to an Acquisition Proposal. Notwithstanding any to the contrary contained herein, this Section 4.2 shall not restrict any transfer permitted by Section 4.1(b) or any action taken in connection with any such permitted transfer.

Exclusive Dealings. From During the period from the date of this Agreement until through the earlier of the Second Closing and August 31, 2009, or the earlier termination of this Agreement pursuant to the Merger Agreement in accordance with its termsterms hereof, each Supporting Holder shall not no Seller Party shall, and the Seller Parties shall cause its their respective Affiliates and Representatives not to, directly or indirectly: indirectly take any action to encourage (iby way of furnishing information or otherwise), initiate or engage in discussions or negotiations (whether preliminary or definitive) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss any Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 4.2 or further an Acquisition Proposal. Each Supporting Holder agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPC fully informed on a prompt basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, participate in or facilitate in any manner any effort or attempt by, or enter into negotiations any agreement with, any Person (other than Purchaser and its Affiliates or Representatives) concerning (each of the following, an “Acquisition Proposal”): (a) any direct or indirect acquisition of the equity or other ownership interests of any Subject Entity or LIHTC Fund or any of their respective Subsidiaries; (b) any direct or indirect merger, share or equity or ownership interest exchange, sale of a material portion of the assets or similar transaction or any business combination or change of control of any Subject Entity, LIHTC Fund or any of their respective Subsidiaries or of any portion of the Business; or (c) otherwise seek to directly or indirectly do any of the foregoing. The Seller Parties shall, and shall cause their respective Affiliates and Representatives to, deal exclusively with such PersonsPurchaser and its Affiliates and Representatives with respect to the transactions contemplated by this Agreement or any other direct or indirect sale, transfer or disposition of any portion of the Business or the equity or other ownership interests in, or the assets and properties of, any Subject Entity, LIHTC Fund or any of their respective Subsidiaries during the term of this Agreement. Each Supporting Holder Promptly after the execution of this Agreement, the Seller Parties shall, and shall immediately cause their respective Affiliates and Representatives to, cease and cause to be terminated any existing discussions or negotiations negotiations, if any, with any Persons (other than STPC Purchaser and its Affiliates and Representatives) that may be ongoing conducted heretofore with respect to an any Acquisition Proposal. Notwithstanding Proposal and request the return or destruction of any to confidential information concerning the contrary contained herein, this Section 4.2 shall not restrict any transfer permitted by Section 4.1(b) Business or any action taken Subject Entity, LIHTC Fund or any of their respective Subsidiaries that has been provided to any such Person in connection with any such permitted transfertherewith.

Exclusive Dealings. From During the date Pre-Closing Period, neither Seller nor the Company shall, nor shall they authorize or permit any of this Agreement until their Representatives (including, in the earlier case of Seller, any other member of the Closing or the termination of the Merger Agreement in accordance with its terms, each Supporting Holder shall not and shall cause its Representatives not to, directly or indirectly: (iSeller Group) acceptto solicit, initiate, respond toor knowingly encourage the submission of any proposal or offer from any Person or entity relating to any (a) merger or consolidation of the Company with any other Person, knowingly encourage(b) acquisition or purchase of all or a material portion of the assets of, solicitor the equity interests in, negotiatethe Company, provide information (c) any agreement made, other than in the ordinary course of business or in connection with the Spinout Agreements, with regard to the IP Rights owned or licensed by the Company that would result in the transfer of a substantial portion of the value of such IP Rights from the Company to a Third Party, or (d) similar transaction or business combination with respect to the Company (a “Competing Transaction”), enter into a letter of intent or discuss Contract contemplating or otherwise relating to, otherwise approve or recommend, participate in any Acquisition Proposal; (ii) or continue any ongoing discussions or negotiations regarding, or furnish to any other Person any confidential or disclose any non-public information to any Person in connection withwith respect to, or that would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or knowingly participate in, with or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 4.2 or further an Acquisition Proposaleffect, a Competing Transaction. Each Supporting Holder agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of which they are awareSeller shall, and shall cause the Company to, cease any existing activities, discussions, and negotiations with all Persons (other than Purchaser or an Affiliate of Purchaser) with respect to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPC fully informed on a prompt basis of any modifications to such offer or information and (C) not Competing Transaction. The Company shall (and shall cause its Subsidiaries the members of the Seller Group, and the Company and the Seller Group shall direct their respective Representatives not representatives to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Supporting Holder shall immediately cease and cause to be terminated any discussions or negotiations existing discussions, negotiations, and communications with any Persons Person (other than STPC and its RepresentativesPurchaser or an Affiliate of Purchaser) that may be ongoing with respect relate to an Acquisition Proposalany Competing Transaction as of the date of this Agreement, and promptly request the destruction or return of any nonpublic information of the Company provided to such Person. Notwithstanding The Company shall, within 48 hours, advise Purchaser in writing of any Competing Transaction or request for access to the contrary contained hereinproperties, this Section 4.2 shall not restrict books, or records of the Company by any transfer permitted by Section 4.1(b) Person who has informed the Company that such Person is considering making, or has made, a proposal for a Competing Transaction. Except to the extent that providing such summary would violate the terms of any action taken in connection Contract to which the Company is a party as of the date hereof, the Company will promptly provide Purchaser with a written summary of the material terms relating to any such permitted transferproposal or offer relating to a Competing Transaction received after the date hereof, and any materials developments thereto.

Exclusive Dealings. From the date of this Agreement until the earlier of the Closing or the termination of the Merger this Agreement in accordance with its terms, each Supporting Holder the Stockholder shall not not, and shall cause its the Stockholder’s Representatives and (to the extent the Stockholder is able) the Group Companies not to, directly or indirectly: (ia) accept, initiate, respond to, knowingly encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or of any securities, business, properties or assets of the Company or any or all of its Subsidiaries, or other offers that would require the Company to abandon the transactions contemplated by the Merger Agreement (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided, that no financing transaction specifically permitted pursuant to Section 5.1(b)(v) of the Company Schedules or Section 5.1(b)(vi) of the Merger Agreement shall constitute an Acquisition Proposal, and for the avoidance of doubt, neither this Agreement, the Merger Agreement, nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 2 or otherwise); (iib) furnish or disclose any non-public information to any Person in connection with, or that would could reasonably be expected to lead to, an Acquisition Proposal; (iiic) enter into any Contract regarding an Acquisition Proposal; (ivd) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (ve) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 4.2 2 or further an Acquisition Proposal. Each Supporting Holder agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPC fully informed on a prompt basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Supporting Holder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than STPC and its Representatives) that may be ongoing with respect to an Acquisition Proposal. Notwithstanding any to the contrary contained herein, this Section 4.2 shall not restrict any transfer permitted by Section 4.1(b) or any action taken in connection with any such permitted transfer.Proposal.]1

Exclusive Dealings. From During the date of this Agreement until the earlier of the Closing Interim Period, Seller, Guarantor, their Affiliates or the termination of the Merger Agreement in accordance with its terms, each Supporting Holder their respective Representatives shall not and shall cause its Representatives not tonot, directly or indirectly: (i) accept, initiatesolicit proposals or offers from, respond to, knowingly encourage, solicitfacilitate, negotiate, provide information with respect to or discuss any Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 4.2 or further an Acquisition Proposal. Each Supporting Holder agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPC fully informed on a prompt basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, negotiate with, accept any proposal or offer from, or enter into negotiations with such Personsany agreement with, any other Person relating to the acquisition of the Purchased Shares or assets of the Acquired Companies or Non-Controlled Joint Ventures, in whole or in part, whether through direct or indirect purchase, amalgamation, recapitalization, plan of arrangement, joint venture or other business combination other than in respect of Ordinary Course sales of lots, condominium units and low-rise housing in the Ordinary Course. Each Supporting Holder The Guarantor shall immediately cease and cause to be terminated any terminated, and shall cause its Affiliates and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to any inquiry, proposal or offer from any Person (other than STPC Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any of the Acquired Companies or Non-Controlled Joint Ventures; (ii) the issuance or acquisition of shares of capital or other equity securities of any of the Acquired Companies or Non-Controlled Joint Ventures; or (iii) the sale, lease, exchange or other disposition of any significant portion of the properties or assets of any of the Acquired Companies or Non-Controlled Joint Ventures (an "Acquisition Proposal"). Guarantor shall promptly (and in any event within three Business Days after receipt thereof by Guarantor or any of its Representatives) that may be ongoing advise Purchaser in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal. Notwithstanding any to , the contrary contained hereinmaterial terms and conditions of such request, this Section 4.2 shall not restrict any transfer permitted by Section 4.1(b) Acquisition Proposal or any action taken in connection with any such permitted transferinquiry, and the identity of the Person making the same.

Exclusive Dealings. From Between the date of this Agreement until hereof and the earlier of the Closing or and the termination of this Agreement, the Merger Agreement in accordance with its terms, each Supporting Holder Company shall not (and the Company shall use reasonable efforts to cause its Representatives not to), directly or indirectly, take any of the following actions with any party other than the Buyers and their designees: (i) accept, initiate, respond tosolicit, knowingly encourage, solicitinitiate or participate in any negotiations or discussions with respect to, negotiateany offer or proposal to acquire or license all or substantially all, provide information or a significant portion, of Company’s business, technologies or properties or any of Company’s equity whether by merger, purchase of assets, equity purchase (including convertible securities), license, tender offer or otherwise (including any option or right with respect to any of the foregoing), or discuss enter into any Acquisition Proposal; agreement providing for, or effect, any such transaction, (ii) furnish or disclose any non-public information not customarily disclosed in the ordinary course of business to any Person person concerning Company’s business, technologies or properties or afford to any person or entity including, but not limited to, financing parties (other than Bank Hapoalim B.M. and Bank Discount, in connection withwith existing requirements), access to its properties, books or records, (iii) assist or cooperate with any person to (x) make any proposal to purchase all or any portion of Company’s equity or (y) license all or any material portion of Company’s assets, or that would reasonably be expected to lead to, an Acquisition Proposal; (iiiiv) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering agreement or arrangement with any person providing for the acquisition or licensing of all or any Equity Securities significant portion of any Group Company (whether by way of merger, purchase of assets, equity purchase, license, tender offer or otherwise). In the event that prior to the Termination Date, the Company shall receive, or shall become aware that any of their respective Representatives has received, any offer or proposal, directly or indirectly, of the type referred to in clause (i) or (iii) above, or any successor request for disclosure or access pursuant to clause (ii) above, Company shall notify the Buyer of such offer or parent company of proposal, within twenty-four hours thereof, and will cooperate with the Buyer by furnishing any Group Company); or (v) otherwise cooperate in information the Buyer may reasonably request with respect thereto. The Company agrees to immediately terminate any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person current discussions with third parties with respect to do or seek to do any of the foregoing or seek and each represents that it has the right to circumvent this Section 4.2 or further an Acquisition Proposal. Each Supporting Holder agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of which they are aware, and to describe the terms and conditions of so terminate any such Acquisition Proposal in reasonable detail (including discussions. Without limiting the identity foregoing, it is understood that any violation of the Persons making such Acquisition Proposal)restrictions set forth above by any Representative of the Company, (B) keep STPC fully informed on a prompt basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Supporting Holder shall immediately cease and cause be deemed to be terminated any discussions or negotiations with any Persons (other than STPC and its Representatives) that may be ongoing with respect to an Acquisition Proposal. Notwithstanding any to a breach of this Agreement by the contrary contained herein, this Section 4.2 shall not restrict any transfer permitted by Section 4.1(b) or any action taken in connection with any such permitted transferCompany.