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. (b) The AMLI Board of Trustees shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.6(a) unless not fewer than three Business Days prior to taking any such action, AMLI shall have, during such three Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby.

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. (b) The AMLI Board of Trustees shall not effect any Change in Recommendation or take any of the actions action referred to in clauses Section 5.4(a)(ii)(C) unless the Board has (i) through given the Purchasers at least three (iv3) Business Days’ notice of its intent to take such action and (ii) with respect to an action referred to in Section 5.6(a5.4(a)(ii)(C) unless not fewer than three Business Days with respect to a Superior Competing Transaction, negotiate with the Purchasers in good faith any amendment to this Agreement proposed by the Purchasers and taken into account any such amendment entered into or to which the Purchasers irrevocably covenants to enter into and for which all internal approvals of the Purchasers have been obtained since receipt of such notice, in each case, prior to taking any the end of such action, AMLI shall have, during such three three-Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this Agreement, the other and such Superior Competing Transaction Documents or the transactions contemplated hereby or therebythereafter remains a Superior Competing Transaction.

Board Actions. The Company hereby represents that the Company's Board of Directors (athe "Company Board") Notwithstanding Section 5.5 or any other provision of this Agreement at a meeting duly called and ------------- held, has, subject to the contraryterms and conditions set forth herein, 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 after evaluating the Merger, determined that the Merger, this Agreement and the AMLI Subsidiaries transactions contemplated hereby are at a price and on terms that are fair to and are otherwise in 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 best interests of the Confidentiality Agreement Company and (C) shall notify Purchaser in writing prior to providing any such information), its stockholders; (ii) disclose to its shareholders any information required to be disclosed under applicable Lawapproved the Merger, this Agreement and the transactions contemplated hereby in all respects; and (iii) participate in negotiations regarding such proposal resolved to recommend that the Company Stockholders approve and (iv) following receipt adopt this Agreement. The Company also represents that the Company has received the opinion of a proposal for a Competing Transaction that constitutes a Superior Competing TransactionBroadview International, but prior LLC, financial advisor to the AMLI Shareholder Approval, Company Board (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"Financial Advisor"), to the AMLI Board of Trustees determines in good faitheffect that, 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. (b) The AMLI Board of Trustees shall not take any as of the actions referred to in clauses (i) through (iv) date of Section 5.6(a) unless not fewer than three Business Days prior to taking any such action, AMLI shall have, during such three Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this Agreement, the other Transaction Documents ----------------- Merger Consideration to be received by the holders of the Common Stock is fair, from a financial point of view, to such holders. The Company has been authorized by the Financial Advisor to permit the inclusion in its entirety of its opinion (or a reference thereto, subject to prior review and approval by the Financial Advisor) in the Proxy Statement, as defined in Section 5.2. Purchaser hereby represents that the Board of Directors of each of the Purchaser and Merger Sub, at meetings duly called and held, has, subject to the terms and conditions set forth herein, (i) after evaluating the Merger, determined that the Merger, this Agreement and the transactions contemplated hereby or therebyare at a price and on terms that are fair to and are otherwise in the best interests of Merger Sub, the Purchaser and its stockholders; and (ii) approved the Merger, this Agreement and the transactions contemplated hereby in all respects. In addition, Purchaser, as the sole shareholder of Merger Sub, has consented to the Merger.

Board Actions. (a) Notwithstanding Section 5.5 4.2 or any other provision of this Agreement to the contrary, following to the receipt extent required by AMLI the fiduciary obligations 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 Directors of JP as determined by a majority of 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 board in good faith following after consultation with its legal and financial advisors that such proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transactionoutside counsel, the AMLI Board of Trustees may JP 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), (iia) disclose to its shareholders stockholders or holders of PDC OP Units any information required to be disclosed under applicable Law, ; (iiib) 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 Approvalextent applicable, (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 comply with Rule 14e-2(a) promulgated under the Exchange Act with respect to a Competing Transaction; provided, however, that neither AMLI JP nor the AMLI its Board of Trustees Directors shall be permitted to approve or recommend pursuant to such provision a Competing Transaction which is not a Superior Competing Transaction.; (bc) The AMLI if it receives a proposal for a Competing Transaction that was unsolicited and its Board of Trustees shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.6(a) unless not fewer than three Business Days prior to taking any such action, AMLI shall have, during such three Business Day period, negotiated Directors determines in good faith (after consulting with Purchaser concerning its outside counsel and its financial advisor) that such proposal is reasonably likely to lead to a Superior Competing Transaction and provided further that JP provides prompt oral and written notice to GGP and GGP Partnership to the effect that it is furnishing information to such Person, (x) furnish non-public information with respect to JP, PDC LP or any proposed amendments JP Subsidiary to the Person who made such proposal (provided that JP shall furnish such information pursuant to a confidentiality agreement which is no more favorable to such Person than the Confidentiality Agreement) and (y) participate in negotiations regarding such proposal, provided that JP provides prompt oral and written notice to GGP and GGP Partnership to the effect that it is entering into discussions with such Person; and (d) approve or recommend (and in connection therewith withdraw or modify its approval or recommendation of this Agreement, Agreement and the other Mergers) a Superior Competing Transaction Documents or the transactions contemplated hereby or therebyenter into an agreement with respect to such Superior Competing Transaction.

Board Actions. (a) Notwithstanding Section 5.5 or any other provision The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) authorizing and approving the execution, delivery and performance 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)transactions contemplated hereby, (ii) disclose approving and declaring advisable this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (iii) declaring that this Agreement and the transactions contemplated hereby, including the Merger and the Offer, on the terms and subject to its shareholders any information the conditions set forth herein, are fair to and in the best interests of the Company Stockholders, (iv) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company Stockholders unless the adoption of this Agreement by the Company’s stockholders is not required to be disclosed under by applicable Law, (iiiv) participate in negotiations regarding such proposal recommending that the Company Stockholders accept the Offer and (iv) following receipt tender their shares of a proposal for a Competing Transaction that constitutes a Superior Competing Transaction, but prior Company Common Stock pursuant to the AMLI Shareholder ApprovalOffer and, (A) withdraw or modify in a manner adverse to Purchaserthe extent required by applicable Law, or fail to make, the AMLI Recommendation or recommend that AMLI Common Shareholders approve such Superior Competing Transaction, (B) terminate and adopt this Agreement pursuant to, and subject to compliance with, Section 7.1(g) or the Merger (C) take any action that any court of competent jurisdiction orders AMLI to take, but in each case referred to in clauses this clause (i) through (iv) only if, after complying with Section 5.6(bv), the AMLI “Company Board Recommendation”), (vi) assuming the accuracy of Trustees determines the representations and warranties of Parent and Acquisition Sub in good faithSection 5.7(a), after consultation with its outside legal counselcausing any restrictions of any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws (collectively, “Takeover Laws”) of any jurisdiction that failure may purport to take such action would be inconsistent with its duties applicable to AMLI the Company, Parent, Acquisition Sub or its shareholders under applicable Law. Nothing in any of their respective Affiliates or this Section 5.6 shall prevent Agreement or the AMLI Board of Trustees from complying with Rule 14e-2(atransactions contemplated hereby (including the Offer, the Top-Up and the Merger) promulgated under the Exchange Act with respect to a Competing Transaction; providedany of the foregoing not to apply or to have been satisfied with respect to each of Parent, howeverAcquisition Sub and their respective Affiliates solely with respect to this Agreement and the transactions contemplated hereby (including the Offer, that neither AMLI nor the AMLI Top-Up and the Merger), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn and (vii) authorizing and approving the Top-Up and the issuance of the Top-Up Shares thereunder. Subject to Section 6.3, the Company Board of Trustees shall be permitted to recommend pursuant to has not rescinded, modified or withdrawn such provision a Competing Transaction which is not a Superior Competing Transactionresolutions in any way. (b) The AMLI Company Board of Trustees shall not take any has taken all necessary action, if any, so that none of the actions referred to in clauses (i) through (iv) execution or delivery of Section 5.6(a) unless not fewer than three Business Days prior to taking any such action, AMLI shall have, during such three Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this AgreementAgreement or the consummation of the Offer, the Merger or any other Transaction Documents transaction contemplated by this Agreement will result in the distribution of any rights or the transactions contemplated hereby occurrence of any triggering event under any stockholder rights plan, poison pill, or therebysimilar plan or arrangement.

Board Actions. (a) Notwithstanding Section 5.5 5.3 or any other provision of anything in this Agreement to the contrary, prior to the earlier of the Acceptance Date and the Termination Date, following the receipt by AMLI of an unsolicited bona fide Alternative Proposal that did not result from or arise in connection with a proposal from a third party for a Competing Transaction (that was not solicited, encouraged or facilitated in violation breach of Section 5.5) 5.3 and that a majority of the members of the Board of Trustees believes in good faith, after consultation with the Company’s outside counsel and financial advisors, constitutes or 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 be expected to lead to a Superior Competing Transaction and Proposal (II) if the Board of Trustees determines in good faith following consultation with its legal and financial advisors that such proposal for an Alternative Proposal, a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction“Qualifying Alternative Proposal”), the AMLI Board of Trustees Company may, and may (directly or through advisors or representatives) direct its Representatives to: (i) contact the Person making such Qualifying Alternative Proposal or its Representatives for the purposes of clarifying any material terms of such Qualifying Alternative Proposal and the capability of consummating such Qualifying Alternative Proposal; (ii) furnish non-public information with respect to AMLI the Company and the AMLI its Subsidiaries to the Person who made making such proposal Qualifying Alternative Proposal and its representatives pursuant to a customary confidentiality agreement substantially similar to, with respect to the confidentiality terms and provisions thereof, the Confidentiality Agreement; and (provided iii) participate in discussions or negotiations with such Person and its representatives regarding such Qualifying Alternative Proposal. (b) The Board shall not effect a Change of Recommendation (other than with respect to a Company Intervening Event in compliance with Section 5.4(c) hereof) or approve, endorse, or recommend any Qualifying Alternative Proposal that AMLI the Board determines, in good faith after taking any of the actions described in clause (a) and in consultation with the Company’s outside counsel and financial advisors, constitutes a Superior Proposal, or enter into a definitive agreement providing for the implementation of such Superior Proposal unless (A) the Company has previously given Parent at least three (3) Business Days’ written notice advising Parent that the Board has determined that the Company has received a Superior Proposal, specifying the terms and conditions of such Superior Proposal and identifying the person or concurrently furnished persons making such information to PurchaserSuperior Proposal, (B) shall furnish the Company and its financial and legal advisors negotiate in good faith with Parent and its financial and legal advisors (to the extent Parent wishes to negotiate) to provide Parent the opportunity to make an Alternative Proposal in response to such information pursuant Superior Proposal, and (C) Parent does not, within three (3) Business Days of Parent’s receipt of the notice referred to in clause (A), make an Alternative Proposal that a confidentiality agreement which is majority of the members of the Board determines in good faith, after consultation with outside counsel and financial advisors, to be at least as favorable to AMLI the Company’s stockholders as such Superior Proposal. (c) In addition, notwithstanding any provision in this Section 5.4 to the Confidentiality Agreement contrary and absent any breach by the Company of the terms of Section 5.3, prior to the earlier of the Acceptance Date and the Termination Date, the Board may, in response to a material development or material change in circumstances occurring or arising after the date hereof (except for any material development or material change related to the ongoing commercial relationship between the Company and Parent and their respective Affiliates), that was neither known to the Board nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Alternative Proposal) (such material development or material change in circumstances, a “Company Intervening Event”) effect a Change of Recommendation if the Board has concluded in good faith, after consultation with its outside counsel, that, in light of such Company Intervening Event, the failure of the Board to effect such Change of Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that, the Board shall not be entitled to exercise its right to make a Change of Recommendation pursuant to this Section 5.4(c) unless the Company has (x) provided to Parent at least three (3) Business Days’ prior written notice advising Parent that the Board intends to take such action and specifying the reasons therefor in reasonable detail and (Cy) during such three (3) Business Day period, if requested by Parent, engaged in good faith negotiations with Parent and its financial and legal advisors to amend this Agreement in such a manner that obviates the need for a Change of Recommendation. (d) Nothing contained in this Agreement shall notify Purchaser in writing prior prohibit the Company or the Board from (i) complying with Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to providing any such information)an Alternative Proposal, (ii) disclose to issuing a “stop, look and listen” statement pending disclosure of its shareholders any information required to be disclosed under applicable Lawposition thereunder, (iii) participate in negotiations complying with its disclosure obligations under U.S. federal or state Law regarding such proposal and an Alternative Proposal or (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 taking any action that any court of competent jurisdiction orders AMLI the Company to take; provided, but however, that in each case referred no event shall this Section 5.4(d) affect the obligations of the Company specified in Sections 5.4(b) or (c) hereof. None of the actions pursuant 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 above shall be permitted deemed to recommend be a Change of Recommendation, a proposal to effect a Change of Recommendation or an approval, endorsement or recommendation of any Alternative Proposal so long as the Board expressly and publicly reaffirms its Board Recommendation in any such disclosure or communication pursuant to such provision a Competing Transaction which is not a Superior Competing Transaction. (b) The AMLI Board of Trustees shall not take any of the actions referred to in clauses (i) through (iii) above and substantially concurrently with the taking of any action pursuant to clause (iv) of Section 5.6(aabove. (e) unless not fewer than three Business Days prior to taking any such action, AMLI The following terms shall have, during such three Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this Agreement, have the other Transaction Documents or the transactions contemplated hereby or thereby.meanings set forth below:

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. (b) The AMLI Company Board of Trustees Directors shall not effect any Change in Recommendation or take any of the actions action referred to in clauses Section 5.4(a)(ii)(C) unless the Com- pany Board of Directors has (i) through given Parent at least three (iv3) Business Days’ notice of its intent to take such action and (ii) with respect to an action referred to in Section 5.6(a5.4(a)(ii)(C) unless not fewer than three Business Days with respect to a Superior Competing Transaction, negotiated with Parent in good faith any amendment to this Agreement proposed by Parent and taken into account any such amendment entered into or to which Parent irrevocably covenants to enter into and for which all internal approvals of Parent have been obtained since receipt of such notice, in each case, prior to taking any the end of such action, AMLI shall have, during such three three-Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this Agreement, the other and such Superior Competing Transaction Documents or the transactions contemplated hereby or therebythereafter remains a Superior Competing Transaction.

Board Actions. (a) Notwithstanding Section 5.5 4.4 or any other provision of this Agreement to the contrary, following to the receipt extent the Board of Directors of CPA:12 determines that its fiduciary duties under Law so require, as determined by AMLI such Board in good faith after consultation with outside counsel, CPA:12 may: (a) disclose to the CPA:12 Stockholders any information required to be disclosed under applicable Law; (b) to the extent applicable, comply with Rule 14e-2(a) or Rule 14(d)-9 promulgated under the Exchange Act with respect to a Competing Transaction; provided, however, that neither CPA:12 nor its Board of Directors shall be permitted to approve or recommend a Competing Transaction which is not a Superior Competing Transaction; (c) if it receives a proposal from a third party for a Competing Transaction (that was not solicited, encouraged or facilitated solicited in violation of Section 5.54.4), (x) furnish non-public information with respect to CPA:12 and the Board of Trustees may CPA:12 Subsidiaries to the Person who made such proposal (Iprovided that CPA:12 (i) has previously or concurrently furnished such information to CPA:14 and (ii) shall furnish such information pursuant to a confidentiality agreement) and (y) contact such Person third party 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 Transaction; (IId) if the its Board of Trustees Directors determines in good faith following consultation (after consulting with its legal outside counsel and financial advisors advisors) that a proposal for a Competing Transaction (which proposal was not solicited in breach of Section 4.4) is reasonably likely to lead to a Superior Competing Transaction, continue to furnish non-public information and participate in negotiations regarding such proposal; provided, however, that not fewer than 24 hours prior to any determination by CPA:12’s Board of Directors that the proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction, CPA:14 shall be notified orally and in writing of CPA:12’s Board’s intention to take such action and CPA:12 shall negotiate in good faith with CPA:14 concerning any such new proposal by CPA:14 prior to the AMLI expiration of such 24-hour period; provided further that CPA:12 shall promptly notify CPA:14 if the CPA:12 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 Directors determines 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 is not, and is unlikely to become, a Superior Competing Transaction, but prior to the AMLI Shareholder Approval, ; and (Ae) approve or recommend (and in connection therewith withdraw or modify in its approval or recommendation of this Agreement and the Merger) a manner adverse Superior Competing Transaction or enter into an agreement with respect 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. (b) The AMLI Board of Trustees shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.6(a) unless not fewer than three Business Days prior to taking any such action, AMLI shall have, during such three Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby.

Board Actions. (a) Notwithstanding anything to the contrary in Section 5.5 5.4, at any time prior to obtaining the Required Shareholder Approval for the Target Party, the Target Party may furnish or any other provision cause to be furnished information to, and enter or cause to be entered into discussions with, and only with, a Person (and its representatives) who has made a bona fide written Acquisition Proposal that was not solicited on or after the date of this Agreement to the contrary, following the receipt by AMLI of a proposal and that did not otherwise result from a third party for a Competing Transaction (that was not solicited, encouraged or facilitated in violation breach 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 consummation5.4(a), 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 Target Party’s Special Committee (the “Target Special Committee”) has (i) determined in good faith following consultation with its legal and financial advisors that such proposal for a Competing Transaction Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Competing Transaction, and (ii) obtained from such Person an executed confidentiality agreement containing terms that are determined in good faith by the AMLI Board of Trustees may Target Special Committee to be substantially similar to and not less favorable to the Target Party and the Non-Target Parties, in the aggregate, than those contained in the Confidentiality Agreement (directly or through advisors or representativesother than those relating to any standstill provisions contained therein) (i) furnish nonit being understood that such confidentiality agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such Person or having the effect of prohibiting the Target Party from satisfying its obligations under this Agreement). Unless such information has been previously provided to the Non-public Target Parties, all information with respect to AMLI and that is provided by the AMLI Subsidiaries Target Party to the Person who made making such proposal Acquisition Proposal shall be provided to the Non-Target Parties. (provided that AMLI (Ab) has previously or concurrently furnished such information Notwithstanding anything to Purchaserthe contrary in Section 5.4, (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 any time prior to providing any such information)obtaining the Required Shareholder Approval for the Target Party, if the Target Party receives an unsolicited written Acquisition Proposal that did not result from a breach of Section 5.4 and that the Target Special Committee determines in good faith (iiafter consultation with its outside legal counsel and its financial advisor or advisors) 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 the Target Party may terminate this Agreement to the AMLI Shareholder Approval, (A) withdraw or modify in enter into a manner adverse definitive agreement with respect 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 Transaction if its Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to take such action do so would be inconsistent with its fiduciary duties to AMLI or its the shareholders of such Target Party under applicable Law. Nothing in ; provided that concurrently with such termination the Target Party pays the applicable Termination Fee payable pursuant to Section 8.3; and provided, further, that the Target Party may not terminate this Agreement pursuant to this Section 5.6 7.1(b) unless (i) the Target Party shall prevent have provided prior written notice (a “Termination Notice”) to the AMLI Board Non-Target Parties (including the Special Committees thereof), at least five Business Days in advance of Trustees from complying with Rule 14e-2(a) promulgated under taking such action (the Exchange Act “Notice Period”), of its intention to terminate this Agreement to enter into a definitive agreement with respect to a such Superior Competing Transaction; provided, which notice shall specify the material terms and conditions of the Superior Competing Transaction (including the identity of the party making the Superior Competing Transaction), and shall be accompanied by a copy of a draft of the definitive agreement proposed to be entered into with respect to the Superior Competing Transaction, and (ii) during the Notice Period, the Target Party shall negotiate in good faith with the Non-Target Parties (to the extent the Non-Target Parties desire to do so) to make such adjustments to the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Competing Transaction and provided further, however, that neither AMLI nor after the AMLI Board expiration of Trustees shall be permitted such five Business Day period and prior to recommend the termination of this Agreement pursuant to this Section 8.1(f), the Target Special Committee shall have confirmed (after taking into account any such provision a Competing Transaction which is not adjustments to the terms and conditions of this Agreement) that the Acquisition Proposal continues to be a Superior Competing Transaction. (b) The AMLI Board of Trustees shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.6(a) unless not fewer than three Business Days prior to taking any such action, AMLI shall have, during such three Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby.

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. (b) The AMLI Company Board of Trustees Directors shall not effect any Change in Recommendation or Change in Merger Recommendation or take any of the actions action referred to in clauses Section 5.4(a)(ii)(C) unless the Company Board of Directors has (i) through given Parent at least three (iv3) Business Days’ notice of its intent to take such action and (ii) with respect to an action referred to in Section 5.6(a5.4(a)(ii)(C) unless not fewer than three Business Days with respect to a Superior Competing Transaction, negotiated with Parent in good faith any amendment to this Agreement proposed by Parent and taken into account any such amendment entered into or to which Parent irrevocably covenants to enter into and for which all internal approvals of Parent have been obtained since receipt of such notice, in each case, prior to taking any the end of such action, AMLI shall have, during such three three-Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this Agreement, the other and such Superior Competing Transaction Documents or the transactions contemplated hereby or therebythereafter remains a Superior Competing Transaction.

Board Actions. (a) Notwithstanding Section 5.5 8.10 or any other provision of this Agreement to the contrary, following to the receipt extent required by AMLI the fiduciary obligations of a proposal from a third party for a Competing Transaction (that was not solicited, encouraged or facilitated in violation of Section 5.5) either the Board of Trustees may (I) contact such Person and its advisors solely for the purpose Trust Managers 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 Trust or the Board of Trustees determines Directors of Capital, as determined in good faith following after consultation with its outside legal counsel and financial advisors that such proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transactionadvisors, the AMLI Board of Trustees may Trust or Capital, as applicable, 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), (iia) disclose to its shareholders any information that, in the opinion of its Board, after consultation with outside legal counsel, is required to be disclosed under applicable Law, law; (iiib) 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 Approvalextent applicable, (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 comply with Rule 14e-2(a) promulgated under the Exchange Act with respect to a Competing Transaction; provided; (c) in response to an unsolicited request therefor, howeverparticipate in discussions or negotiations with, that neither AMLI nor the AMLI Board of Trustees shall be permitted or furnish information with respect to recommend it pursuant to such provision a confidentiality agreement not materially less favorable to it than the confidentiality provisions contained herein (as determined by its outside counsel), or otherwise respond to or deal with any person in connection with a Competing Transaction which is not proposed by such person; and (d) approve or recommend (and in connection therewith withdraw or modify its approval or recommendation of this Agreement or the Merger) a Superior Competing Transaction (as defined below) and enter into an agreement with respect to such Superior Competing Transaction (for purposes of this Agreement, "Superior Competing Transaction. (b) The AMLI " means a bona fide proposal of a Competing Transaction made by a third party which has not been solicited or initiated by Trust or Capital, as applicable, in violation of Section 8.10 and which a majority of the members of the Board of Trustees shall not take any Trust Managers of Trust or the actions referred to in clauses (i) through (iv) Board of Section 5.6(a) unless not fewer than three Business Days prior to taking any such actionDirectors of Capital, AMLI shall haveas applicable, during such three Business Day period, negotiated determines in good faith with Purchaser concerning any proposed amendments (A) to this Agreementbe more favorable to Trust's or Capital's shareholders, as applicable, from a financial point of view than the other Transaction Documents or the transactions contemplated hereby or therebyMerger, and (B) is reasonably capable of being consummated.

Board Actions. The Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (ai) Notwithstanding Section 5.5 or any other provision authorizing and approving the execution, delivery and performance of this Agreement to by 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 Company 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)transactions contemplated hereby, (ii) disclose to its shareholders any information required to be disclosed under applicable Lawapproving and declaring advisable this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (iii) participate declaring that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth herein, are fair to and in negotiations regarding such proposal the best interests of the Company and the Company Stockholders, (iv) resolving that this Agreement and the Merger shall be governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following receipt the Offer Closing, (v) recommending that the Company Stockholders accept the Offer and tender their shares of a proposal for a Competing Transaction that constitutes a Superior Competing Transaction, but prior Company Common Stock pursuant to the AMLI Shareholder ApprovalOffer (clauses (ii), (Aiii) 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, and (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(bv), the AMLI “Company Board Recommendation”) and (vi) assuming the accuracy of Trustees determines the representations and warranties of Parent and Acquisition Sub in good faithSection 5.7(a), after consultation with its outside legal counselcausing any restrictions of any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws (collectively, “Takeover Laws”) of any jurisdiction that failure may purport to take such action would be inconsistent with its duties applicable to AMLI the Company, Parent, Acquisition Sub 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. (b) The AMLI Board of Trustees shall not take any of their respective Affiliates or the actions referred to in clauses (i) through (iv) of Section 5.6(a) unless not fewer than three Business Days prior to taking any such action, AMLI shall have, during such three Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to CVR Agreement or this Agreement, the other Transaction Documents Agreement or the transactions contemplated thereby or hereby (including the Offer and the Merger) with respect to any of the foregoing not to apply or therebyto have been satisfied with respect to each of Parent, Acquisition Sub and their respective Affiliates solely with respect to this Agreement and the CVR Agreement and the transactions contemplated hereby and thereby (including the Offer and the Merger), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn.

Board Actions. (a) Notwithstanding Section 5.5 4.6 or any other provision of this Agreement to the contrary, following to the receipt extent the Board of Trustees of Keystone determines that its fiduciary duties under Law so require, as determined by AMLI such Board in good faith after consultation with outside counsel, Keystone may: (a) disclose to its shareholders any information required to be disclosed under applicable Law; (b) to the extent applicable, comply with Rule 14e-2(a) promulgated under the Exchange Act with respect to a Competing Transaction; provided, however, that neither Keystone nor its Board of Trustees shall be permitted to approve or recommend a Competing Transaction which is not a Superior Competing Transaction; (c) if it receives a proposal from a third party for a Competing Transaction (that was not solicited, encouraged or facilitated in violation of Section 5.54.6), (x) furnish non-public information with respect to Keystone, Keystone OP and the Board of Trustees may Keystone Subsidiaries to the Person who made such proposal (Iprovided that Keystone (i) has previously or concurrently furnished such information to PARTY B and (ii) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to Keystone as the Confidentiality Agreement) and (y) contact such Person third party 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 Transaction; (IId) if the its Board of Trustees determines in good faith following consultation (after consulting with its legal outside counsel and financial advisors advisors) that a proposal for a Competing Transaction (which proposal was not solicited, encouraged or facilitated in violation of Section 4.6) is reasonably likely to lead to a Superior Competing Transaction, continue to furnish non-public information and participate in negotiations regarding such proposal; provided, however, that not fewer than 24 hours prior to any determination by Keystone's Board of Trustees that the proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction, PARTY B shall be notified orally and in writing of Keystone's Board's intention to take such action and Keystone shall negotiate in good faith with PARTY B concerning any such new proposal by PARTY B prior to the AMLI expiration of such 24-hour period; provided further that Keystone shall promptly notify PARTY B if the Keystone 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 determines 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 Proposal is not, and is unlikely to become, a Superior Competing Transaction, but prior to the AMLI Shareholder Approval, ; and (Ae) approve or recommend (and in connection therewith withdraw or modify in its approval or recommendation of this Agreement and the Mergers) a manner adverse Superior Competing Transaction or enter into an agreement with respect 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. (b) The AMLI Board of Trustees shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.6(a) unless not fewer than three Business Days prior to taking any such action, AMLI shall have, during such three Business Day period, negotiated in good faith with Purchaser concerning any proposed amendments to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby.

Board Actions. (a) Notwithstanding Section 5.5 5.6 or any other provision of this Agreement to the contrary, following to the receipt extent required by AMLI the obligations 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 Directors of TriNet under the purpose of clarifying the proposal and any material contingencies and the capability of consummationMGCL, so as to determine whether the proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction and (II) if determined by the Board of Trustees determines Directors of TriNet in good faith following after consultation with its legal and financial advisors that such proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transactionoutside counsel, the AMLI Board of Trustees may TriNet 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), (iia) disclose to its shareholders any information required to be disclosed under applicable Law, 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 (Cb) take any action that any court of competent jurisdiction orders AMLI and disclose 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 (but not earlier than five business days after first notifying Starwood thereof) a position contemplated by Rule 14e-2(a) 14d-9 or Rule 14e-2 promulgated under the Exchange Act with respect to a Competing Transaction; (c) in response to an unsolicited request therefor, participate in discussions or negotiations with or furnish information with respect to it pursuant to a confidentiality agreement which is at least as favorable to it as the Confidentiality Agreement, or otherwise respond to or deal with any person in connection with a proposal for a Superior TriNet Competing Transaction, provided that it shall have notified Starwood of such unsolicited requests or its participation in discussions or negotiations in accordance with Section 5.6; providedand (d) approve or recommend (and in connection therewith withdraw or modify its approval or recommendation of this Agreement and the Merger) a Superior TriNet Competing Transaction (as defined below) or enter into an agreement with respect to such Superior TriNet Competing Transaction (for purposes of this Agreement, however, that neither AMLI nor "SUPERIOR TRINET COMPETING TRANSACTION" means a bona fide proposal for a TriNet Competing Transaction made by a third party which a majority of the AMLI members of the Board of Trustees shall be permitted to recommend pursuant to such provision a Competing Transaction which is not a Superior Competing Transaction. (b) The AMLI Board Directors of Trustees shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.6(a) unless not fewer than three Business Days prior to taking any such action, AMLI shall have, during such three Business Day period, negotiated TriNet determines in good faith (after consultation with Purchaser concerning any proposed amendments its financial advisor) to this Agreement, be more favorable to its common shareholders than the other Transaction Documents or the transactions contemplated hereby or therebyMerger).