Common use of Exclusive Dealing Rights Clause in Contracts

Exclusive Dealing Rights. Until 5:00 P.M. New York City Time on March 31, 1998, in recognition of the substantial time and effort which Am-Pac has spent and will continue to spend in investigating Sun East and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither the Shareholders, nor any of their representatives or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than Am-Pac and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale of shares of capital stock, (including without limitation, any public or private offering of the common stock of Sun East) or similar transactions involving Sun East (all such transactions being referred to as "Sun East Acquisition Transactions"). If Sun East receives any proposal with respect to a Sun East Acquisition Transaction, the Shareholders will immediately communicate to Am-Pac the fact that it has received such proposal and the principal terms thereof.

Exclusive Dealing Rights. Until 5:00 P.M. New York City Time on March 31July 1, 19981997, in recognition of the substantial time and effort which Am-Pac OXFORD has spent and will continue to spend in investigating Sun East PRC and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither the ShareholdersSHAREHOLDERS, nor any of their representatives or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than Am-Pac OXFORD and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale of shares of capital stock, (including without limitation, any public or private offering of the common stock of Sun EastPRC) or similar transactions involving Sun East PRC (all such transactions being referred to as "Sun East PRC Acquisition Transactions"). If Sun East PRC receives any proposal with respect to a Sun East PRC Acquisition Transaction, the Shareholders SHAREHOLDERS will immediately communicate to Am-Pac OXFORD the fact that it has received such proposal and the principal terms thereof.

Exclusive Dealing Rights. Until 5:00 P.M. New York City Time on March 31November 10th, 1998, in recognition of the substantial time and effort which Am-Pac Utilities has spent and will continue to spend in investigating Sun East Intermost and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither the Shareholders, nor any of their representatives or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than Am-Pac Utilities and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale of shares of capital stock, (including without limitation, any public or private offering of the common stock of Sun EastIntermost) or similar transactions involving Sun East Intermost (all such transactions being referred to as "Sun East Intermost Acquisition Transactions"). If Sun East Intermost receives any proposal with respect to a Sun East Intermost Acquisition Transaction, the Shareholders will immediately communicate to Am-Pac Utilities the fact that it has received such proposal and the principal terms thereof.