SHAREHOLDERS.
FOR PURPOSES OF CLARIFICATION, THE PROVISIONS OF SECTION 4.6(B) OF THE
DISTRIBUTION AGREEMENTS DO NOT APPLY TO THE TRANSFER OF ANY OWNED SHARES BY A
TRUST MEMBER (AS DEFINED IN THE DISTRIBUTION AGREEMENTS) TO ANY PERSON OTHER
THAN A BENEFICIARY OF A TRUST MEMBER FOLLOWING THE TRANSFER OF ALL OF SUCH TRUST
MEMBER'S RIGHT, TITLE AND INTEREST IN AND TO THE OWNED SHARES.
ARTICLE II
NO SOLICITATION
SECTION 2.1
GENERAL.
EACH SHAREHOLDER IN HIS, HER OR ITS CAPACITY
AS A SHAREHOLDER OF THE COMPANY SHALL NOT, AND SHALL DIRECT HIS, HER OR ITS
REPRESENTATIVES NOT TO, DIRECTLY OR INDIRECTLY, (A) SOLICIT, INITIATE OR
KNOWINGLY FACILITATE OR ENCOURAGE ANY INQUIRY WITH RESPECT TO, OR THE MAKING,
SUBMISSION OR ANNOUNCEMENT OF, ANY ALTERNATIVE PROPOSAL, (B) PARTICIPATE IN ANY
NEGOTIATIONS REGARDING, OR FURNISH TO ANY PERSON ANY NONPUBLIC INFORMATION
REGARDING, AN ALTERNATIVE PROPOSAL, (C) ENGAGE IN DISCUSSIONS WITH ANY PERSON
REGARDING AN ALTERNATIVE PROPOSAL, (D) APPROVE, ENDORSE OR RECOMMEND ANY
ALTERNATIVE PROPOSAL, (E) ENTER INTO ANY LETTER
3
OF INTENT OR AGREEMENT IN PRINCIPLE OR ANY AGREEMENT PROVIDING FOR ANY
ALTERNATIVE PROPOSAL, OR (F) OTHERWISE COOPERATE WITH, OR ASSIST OR PARTICIPATE
IN, OR KNOWINGLY FACILITATE OR ENCOURAGE ANY EFFORT OR ATTEMPT BY ANY PERSON
(OTHER THAN EGI-TRB, THE ESOP, MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES)
WITH RESPECT TO, OR WHICH WOULD REASONABLY BE EXPECTED TO RESULT IN, AN
ALTERNATIVE PROPOSAL (THE ACTIVITIES SPECIFIED IN CLAUSES (A) THROUGH (F) BEING
HEREINAFTER REFERRED TO AS THE "RESTRICTED ACTIVITIES"); PROVIDED, THAT IF THE
COMPANY IS ENGAGING IN RESTRICTED ACTIVITIES IN COMPLIANCE WITH SECTION 5.3 OF
THE MERGER AGREEMENT, THE SHAREHOLDERS MAY PARTICIPATE WITH THE COMPANY IN SUCH
RESTRICTED ACTIVITIES.
EACH SHAREHOLDER SHALL PROMPTLY INFORM HIS, HER OR ITS
REPRESENTATIVES OF THE OBLIGATIONS UNDER THIS SECTION 2.1.
WITHOUT LIMITING THE
FOREGOING, IT IS UNDERSTOOD THAT ANY ACTION OF ANY REPRESENTATIVE OF ANY
SHAREHOLDER THAT WOULD BE A VIOLATION IF TAKEN BY SUCH SHAREHOLDER SHALL BE
DEEMED TO BE A BREACH OF THIS SECTION 2.1 BY SUCH SHAREHOLDER.
SECTION 2.2
NOTIFICATION.
EACH SHAREHOLDER PROMPTLY SHALL ADVISE
THE COMPANY, EGI-TRB AND THE ESOP ORALLY AND IN WRITING OF (A) ANY ALTERNATIVE
PROPOSAL AFTER THE DATE HEREOF OR INDICATION OR INQUIRY AFTER THE DATE HEREOF
WITH RESPECT TO OR THAT WOULD REASONABLY BE EXPECTED TO LEAD TO ANY ALTERNATIVE
PROPOSAL, (B) ANY REQUEST AFTER THE DATE HEREOF FOR NONPUBLIC INFORMATION
RELATING TO THE COMPANY OR ITS SUBSIDIARIES, OTHER THAN REQUESTS FOR INFORMATION
NOT REASONABLY EXPECTED TO BE RELATED TO AN ALTERNATIVE PROPOSAL, OR (C) ANY
INQUIRY OR REQUEST AFTER THE DATE HEREOF FOR DISCUSSION OR NEGOTIATION REGARDING
AN ALTERNATIVE PROPOSAL, INCLUDING IN EACH CASE THE IDENTITY OF THE PERSON
MAKING ANY SUCH ALTERNATIVE PROPOSAL OR INDICATION OR INQUIRY AND THE MATERIAL
TERMS OF ANY SUCH ALTERNATIVE PROPOSAL OR INDICATION OR INQUIRY (INCLUDING
COPIES OF ANY DOCUMENT OR CORRESPONDENCE EVIDENCING SUCH ALTERNATIVE PROPOSAL OR
INQUIRY).
EACH SHAREHOLDER SHALL KEEP THE COMPANY, EGI-TRB AND THE ESOP
REASONABLY INFORMED ON A CURRENT BASIS (AND IN ANY EVENT PROMPTLY AFTER THE
OCCURRENCE