THE SPECIFIC INSTANCE IN WHICH IT IS
GIVEN.
(B)
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE
IN WRITING AND SHALL BE DEEMED DULY GIVEN (I) ON THE DATE OF DELIVERY IF
DELIVERED PERSONALLY OR BY COURIER SERVICE, (II) ON THE DATE OF CONFIRMATION OF
RECEIPT (OR THE FIRST BUSINESS DAY FOLLOWING SUCH RECEIPT IF THE DATE IS NOT A
BUSINESS DAY) IF SENT VIA FACSIMILE (RECEIPT CONFIRMED), OR (III) ON THE DATE OF
CONFIRMATION OF RECEIPT (OR THE FIRST BUSINESS DAY FOLLOWING SUCH RECEIPT IF THE
DATE IS NOT A BUSINESS DAY) IF DELIVERED BY A NATIONALLY RECOGNIZED COURIER
SERVICE.
ALL NOTICES HEREUNDER SHALL BE DELIVERED TO THE PARTIES AT THE
FOLLOWING ADDRESSES OR FACSIMILE NUMBERS (OR PURSUANT TO SUCH OTHER INSTRUCTIONS
AS MAY BE DESIGNATED IN WRITING BY THE PARTY TO RECEIVE SUCH NOTICE):
(i)
if to Parent or Acquiror, to:
CB Richard Ellis Group, Inc.
100 N. Sepulveda Blvd., Suite 1050
El Segundo, California
90245
Attention:
Laurence Midler
Telecopy No.:
(310) 606-4701
with copies to:
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California
94304
Attention:
Richard Capelouto
Kirsten Jensen
Telecopy No.:
(650) 251-5002
(ii)
if to Company, to:
Trammell Crow Company
2001 Ross Avenue, Suite 3400
Dallas, Texas
75201
Attention:
J. Christopher Kirk
Telecopy No.:
(214) 214-3125
with copies to:
6
Vinson & Elkins LLP
2001 Ross Avenue
3700 Trammell Crow Center
Dallas, Texas 75201
Attention:
Michael D. Wortley
P. Gregory Hidalgo
Telecopy No.:
(214) 999-7959
(III)
IF TO STOCKHOLDER: TO THE ADDRESS FOR NOTICE
SET FORTH ON THE SIGNATURE PAGE HEREOF.
(C)
HEADINGS.
ALL CAPTIONS AND SECTION HEADINGS USED IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND DO NOT FORM A PART OF THIS AGREEMENT.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, AND VIA FACSIMILE, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE
SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE
BEEN SIGNED BY EACH OF THE PARTIES AND DELIVERED TO THE OTHER PARTIES, IT BEING
UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME COUNTERPART.
(E)
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT AND THE PROXY
CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH
WRITTEN AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED, EXCEPT BY AN AGREEMENT IN WRITING
SPECIFICALLY REFERENCING THIS AGREEMENT AND EXECUTED BY EACH OF PARENT, ACQUIROR
AND STOCKHOLDER; PROVIDED, HOWEVER, THAT THE COMPANY'S OBLIGATIONS HEREUNDER MAY
NOT BE CHANGED OR MODIFIED WITHOUT THE WRITTEN CONSENT OF THE COMPANY.
(F)
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT,
SHALL BE DETERMINED TO BE INVALID, UNLAWFUL, VOID OR UNENFORCEABLE TO ANY
EXTENT, THE REMAINDER OF THIS AGREEMENT SHALL NOT BE IMPAIRED OR OTHERWISE
AFFECTED AND SHALL CONTINUE TO BE VALID AND ENFORCEABLE TO THE FULLEST EXTENT
PERMITTED BY LAW.
(G)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE