Common use of Board Actions Clause in Contracts

Board Actions. (a) Notwithstanding Section 5.5 or any other provision of this Agreement to the contrary, following the receipt by AMLI of a proposal from a third party for a Competing Transaction (that was not solicited, encouraged or facilitated in violation of Section 5.5) the Board of Trustees may (I) contact such Person and its advisors solely for the purpose of clarifying the proposal and any material contingencies and the capability of consummation, so as to determine whether the proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction and (II) if the Board of Trustees determines in good faith following consultation with its legal and financial advisors that such proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction, the AMLI Board of Trustees may (directly or through advisors or representatives) (i) furnish non-public information with respect to AMLI and the AMLI Subsidiaries to the Person who made such proposal (provided that AMLI (A) has previously or concurrently furnished such information to Purchaser, (B) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to AMLI as the Confidentiality Agreement and (C) shall notify Purchaser in writing prior to providing any such information), (ii) disclose to its shareholders any information required to be disclosed under applicable Law, (iii) participate in negotiations regarding such proposal and (iv) following receipt of a proposal for a Competing Transaction that constitutes a Superior Competing Transaction, but prior to the AMLI Shareholder Approval, (A) withdraw or modify in a manner adverse to Purchaser, or fail to make, the AMLI Recommendation or recommend that AMLI Common Shareholders approve such Superior Competing Transaction, (B) terminate this Agreement pursuant to, and subject to compliance with, Section 7.1(g) or (C) take any action that any court of competent jurisdiction orders AMLI to take, but in each case referred to in clauses (i) through (iv) only if, after complying with Section 5.6(b), the AMLI Board of Trustees determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its duties to AMLI or its shareholders under applicable Law. Nothing in this Section 5.6 shall prevent the AMLI Board of Trustees from complying with Rule 14e-2(a) promulgated under the Exchange Act with respect to a Competing Transaction; provided, however, that neither AMLI nor the AMLI Board of Trustees shall be permitted to recommend pursuant to such provision a Competing Transaction which is not a Superior Competing Transaction.

Board Actions. (a) Notwithstanding Section 5.5 5.3 or any other provision of this Agreement to the contrary, following the receipt after the date hereof by AMLI the Company of a bona fide proposal from a third party Person for a Competing Transaction that the Board believes in good faith (that after consultation with outside counsel and with the Company’s financial advisors) constitutes or may reasonably be expected to result in a Superior Competing Transaction, and which proposal was not solicitednot, encouraged directly or facilitated in violation indirectly, the result of a breach of Section 5.5) 5.3, but only to the extent required by the fiduciary obligations of the Board, the Board may, directly or through any of Trustees may its Representatives, (Ii) contact such Person and its advisors solely Representatives for the purpose of clarifying the proposal and any material contingencies terms thereof and the capability of consummation, so as to determine whether the proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction and (IIii) if the Board of Trustees determines in good faith following consultation with its legal and financial advisors that such proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction, the AMLI Board of Trustees may (directly or through advisors or representativesits Representatives) (iA) furnish non-public information with respect to AMLI the Company and the AMLI Company Subsidiaries to the Person who that made such proposal pursuant to an appropriate confidentiality agreement (provided that AMLI (Awith confidentiality terms no less restrictive in the aggregate to the Person making such proposal than the Investor Confidentiality Agreement) has previously or concurrently furnished with such information to PurchaserPerson, (B) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to AMLI as the Confidentiality Agreement and (C) shall notify Purchaser in writing prior to providing any such information), (ii) disclose to its shareholders any information required to be disclosed under applicable Law, (iii) participate in discussions and negotiations with such Person regarding such proposal and (ivC) subject to Section 5.4(b), following receipt of a proposal for a Competing Transaction that the Board determines in good faith constitutes a Superior Competing Transaction, but prior to the AMLI Shareholder Company Stockholder Approval, (A) withdraw or modify in a manner adverse to Purchaser, or fail to make, the AMLI Recommendation or recommend that AMLI Common Shareholders approve such Superior Competing Transaction, (B) terminate this Agreement pursuant to, and subject to compliance with, Section 7.1(gSections 9.1(f) or (C) take any action that any court of competent jurisdiction orders AMLI to take, but in each case referred to in clauses (i) through (iv) only if, after complying with Section 5.6(band 8.2(c), the AMLI Board of Trustees determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its duties to AMLI or its shareholders under applicable Law. Nothing in this Section 5.6 Agreement shall prevent the AMLI Board of Trustees from (1) complying with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to a Competing Transaction; provided, however(2) issuing a “stop, that neither AMLI nor the AMLI Board of Trustees shall be permitted to recommend pursuant to such provision look and listen” announcement, (3) complying with its disclosure obligations under U.S. federal or state law regarding a Competing Transaction which is not a Superior Competing Transactionor (4) taking any action that any court of competent jurisdiction orders the Company to take.

Board Actions. (a) Notwithstanding Section 5.5 5.3 or any other provision of this Agreement to the contrary, following the receipt after the date hereof by AMLI the Company or any Company Subsidiary of a bona fide written proposal from a third party Person for a Competing Transaction that a majority of the disinterested members of the Company Board of Directors believes in good faith (that after consultation with outside counsel and with independent financial advisors) constitutes or may reasonably be expected to result in a Superior Competing Transaction, and which proposal was not solicitednot, encouraged directly or facilitated in violation indirectly, the result of a breach of Section 5.5) 5.3, but only to the extent required by the fiduciary obligations of the Company Board of Trustees may Directors, as determined in good faith by a majority of the disinterested members thereof after receiving the advice of outside counsel, the Company Board of Directors may, directly or through any of its Representatives, (Ii) contact such Person and its advisors solely Representatives for the purpose of clarifying the proposal and any material contingencies terms thereof and the capability of consummation, so as to determine whether the proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction and (IIii) if the Company Board of Trustees Directors determines in good faith following consultation with its legal and financial advisors that such proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction, the AMLI Company Board of Trustees Directors may (directly or through advisors or representativesits Representatives) (iA) furnish non-public nonpublic information with respect to AMLI the Company and the AMLI Company Subsidiaries to the Person who that made such proposal pursuant to an appropriate confidentiality agreement (provided that AMLI (Awith confidentiality terms no less restrictive in the aggregate to the Person making such proposal than the Confidentiality Agreement dated May 9, 2006, between Parent and the Company) has previously or concurrently furnished with such information to PurchaserPerson, (B) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to AMLI as the Confidentiality Agreement and (C) shall notify Purchaser in writing prior to providing any such information), (ii) disclose to its shareholders any information required to be disclosed under applicable Law, (iii) participate in discussions and negotiations with such Person regarding such proposal and (ivC) subject to Section 5.4(b), following receipt of a proposal for a Competing Transaction that the Company Board of Directors determines in good faith constitutes a Superior Competing Transaction, but prior to the AMLI Shareholder Company Stockholder Approval, (A) withdraw or modify in a manner adverse to Purchaser, or fail to make, the AMLI Recommendation or recommend that AMLI Common Shareholders approve such Superior Competing Transaction, (B) terminate this Agreement pursuant to, and subject to compliance with, Section 7.1(g7.1(i) or (C) take any action that any court of competent jurisdiction orders AMLI to take, but in each case referred to in clauses (i) through (iv) only if, after complying with and Section 5.6(b7.2(b)(iii), the AMLI Board of Trustees determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its duties to AMLI or its shareholders under applicable Law. Nothing in this Section 5.6 Agreement shall prevent the AMLI Company Board of Trustees Directors from (1) complying with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to a Competing Transaction; provided, however(2) issuing a “stop, that neither AMLI nor the AMLI Board of Trustees shall be permitted to recommend pursuant to such provision look and listen” announcement, (3) complying with its disclosure obligations under U. S. federal or state law regarding a Competing Transaction which is not a Superior Competing Transactionor (4) taking any action that any court of competent jurisdiction orders the Company to take.

Board Actions. (a) Notwithstanding Section 5.5 5.3 or any other provision of this Agreement to the contrary, prior to the earlier of the Acceptance Date or the receipt of Company Stockholder Approval and following the receipt after the date hereof by AMLI the Company or any Company Subsidiary of a bona fide written proposal from a third party Person for a Competing Transaction that a majority of the disinterested members of the Company Board of Directors believes in good faith (that after consultation with outside counsel and with independent financial advisors) constitutes or may reasonably be expected to result in a Superior Competing Transaction, and which proposal was not solicitednot, encouraged directly or facilitated in violation indirectly, the result of a breach of Section 5.5) 5.3, but only to the extent required by the fiduciary obligations of the Company Board of Trustees may Directors, as determined in good faith by a majority of the disinterested members thereof after receiving the advice of outside counsel, the Company Board of Directors may, directly or through any of its Representatives, (Ii) contact such Person and its advisors solely Representatives for the purpose of clarifying the proposal and any material contingencies terms thereof and the capability of consummation, so as to determine whether the proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction and (IIii) if the Company Board of Trustees Directors determines in good faith following consultation with its legal and financial advisors that such proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction, the AMLI Company Board of Trustees Directors may (directly or through advisors or representativesits Representatives) (iA) furnish non-public nonpublic information with respect to AMLI the Company and the AMLI Company Subsidiaries to the Person who that made such proposal pursuant to an appropriate confidentiality agreement (provided that AMLI (Awith confidentiality terms no less restrictive in the aggregate to the Person making such proposal than the Confidentiality Agreement dated May 9, 2006, between Parent and the Company) has previously or concurrently furnished with such information to PurchaserPerson, (B) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to AMLI as the Confidentiality Agreement and (C) shall notify Purchaser in writing prior to providing any such information), (ii) disclose to its shareholders any information required to be disclosed under applicable Law, (iii) participate in discussions and negotiations with such Person regarding such proposal and (ivC) subject to Section 5.4(b), following receipt of a proposal for a Competing Transaction that the Company Board of Directors determines in good faith constitutes a Superior Competing Transaction, but prior to the AMLI Shareholder earlier of the Acceptance Date or the Company Stockholder Approval, (A) withdraw or modify in a manner adverse to Purchaser, or fail to make, the AMLI Recommendation or recommend that AMLI Common Shareholders approve such Superior Competing Transaction, (B) terminate this Agreement pursuant to, and subject to compliance with, Section 7.1(g7.1(i) or (C) take any action that any court of competent jurisdiction orders AMLI to take, but in each case referred to in clauses (i) through (iv) only if, after complying with and Section 5.6(b7.2(b)(iii), the AMLI Board of Trustees determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its duties to AMLI or its shareholders under applicable Law. Nothing in this Section 5.6 Agreement shall prevent the AMLI Company Board of Trustees Directors from (1) complying with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to a Competing Transaction; provided, however(2) issuing a “stop, that neither AMLI nor the AMLI Board of Trustees shall be permitted to recommend pursuant to such provision look and listen” announcement, (3) complying with its disclosure obligations under U.S. federal or state law regarding a Competing Transaction which is not a Superior Competing Transactionor (4) taking any action that any court of competent jurisdiction orders the Company to take.