Common use of Third Party Proposals Clause in Contracts

Third Party Proposals. None of Seller, the Company, any --------------------- of the Company Subsidiaries, any of their respective Affiliates or any of their respective officers, directors, employees, representatives or advisors ("Representatives") shall directly or indirectly so licit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material portion of the assets of, or of any equity interest in, the Company or any of the Company Subsidiaries or any merger or business combination with the Company or any of the Company Subsidiaries other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information regarding the Company or the Company Subsidiaries to any such Person. Seller, the Company, and any of their respective Affiliates and Representatives shall notify Buyer immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates or Representatives. Seller, the Company and each of the Company Subsidiaries shall, and shall cause their respective Affiliates and Representatives to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and shall seek to have all materials distributed to such Persons by Seller, the Company, any Company Subsidiary or any of their respective Affiliates and Representatives returned to Seller promptly. None of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates and Representatives shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to the Company and the Company Subsidiaries. Seller, the Company, and the Company Subsidiaries shall cause their respective Affiliates and Representatives to comply with the provisions of this Section 6.11.

Third Party Proposals. None (a) Except as expressly permitted by Section 5.2(b), from the date of Sellerthis Agreement until the Effective Time or, if earlier, the Companytermination of this Agreement in accordance with Article 8, any --------------------- none of the Company SubsidiariesParties shall, any of their respective Affiliates or any of their respective officers, directors, employees, representatives or advisors ("Representatives") shall directly or indirectly so licit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material portion of the assets of, or of any equity interest in, the Company or any of the Company Subsidiaries or any merger or business combination with the Company or any of the Company Subsidiaries other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information regarding the Company or the Company Subsidiaries to any such Person. Seller, the Company, and any of their respective Affiliates and Representatives shall notify Buyer immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates or Representatives. Seller, the Company and each of the Company Parties shall cause the Company Subsidiaries and the Company Parties’ and the Company Subsidiaries’ respective officers, partners, managers, directors and employees (the “Company Individuals”) not to, and shall use their reasonable best efforts to cause the Company Parties’ and the Company Subsidiaries’ accountants, legal counsel, financial advisors and other representatives (collectively with the Company Individuals, the “Company Representatives”) not to, directly or indirectly through another Person, (i) solicit or initiate, or knowingly encourage any Acquisition Proposal or any inquiries regarding the submission of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to or in connection with, or knowingly facilitate or otherwise cooperate with, any Acquisition Proposal or any inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal, or (iv) waive, terminate, modify or fail to enforce any provision of any “standstill” or similar obligation of any Third Party existing on the date hereof, other than to permit such Third Party to make an Acquisition Proposal in accordance with Section 5.2(b). The Company Parties shall, and shall cause the Company’s Subsidiaries and shall use their respective Affiliates and reasonable best efforts to cause the Company Representatives to, immediately cease or and cause to be terminated any all existing activities, including discussions or negotiations with any parties, Third Party conducted prior to the date hereof of this Agreement with respect to any Acquisition Proposal and shall seek to have request the prompt return or destruction of all materials distributed to such Persons by Seller, the Company, any Company Subsidiary or any of their respective Affiliates and Representatives returned to Seller promptly. None of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates and Representatives shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to the Company and the Company Subsidiaries. Seller, the Companyconfidential information previously furnished, and the Company Subsidiaries shall cause their respective Affiliates and Representatives to comply with enforce the provisions of this Section 6.11any confidentiality or standstill agreements in place with any Third Parties (including, for the avoidance of doubt, any provisions requiring the prompt return or destruction of all confidential information previously furnished to such Third Parties).

Third Party Proposals. None of SellerDuring the period from the date hereof through the Closing Date or the date on which this Agreement is terminated pursuant to Section 8.1 hereof, the Company, any --------------------- none of the Company SubsidiariesCompanies, any of their respective Affiliates Subsidiaries, the Equityholders or any of their respective officersAffiliates, directorsRepresentatives or advisors, employees, representatives or advisors ("Representatives") shall directly or indirectly so licit, solicit or encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material a substantial portion of the assets of, or of any Partnership Interest, Share or other equity interest in, any of the Company Companies or any of the Company their Subsidiaries (other than as may concern any Affiliated Investment Partnership Management Companies and Watermark Securities, Inc.) or any merger or business combination with any of the Company Companies or any of their Subsidiaries (other than as may concern any Affiliated Investment Partnership Management Companies and Watermark Securities, Inc.) or any voluntary assignment of any investment advisory, sub-advisory, administrative or distribution agreements of any of the Company Subsidiaries Companies, in each case other than as contemplated by this Agreement (each, an "Acquisition Proposal") ), or furnish any information regarding the Company or the Company Subsidiaries to any such Person. SellerThe Companies, the Company, Equityholders and any of their respective Affiliates Affiliates, Representatives and Representatives advisors shall notify Buyer immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any of Sellerthe Companies, their Subsidiaries, the Company, the Company Subsidiaries Equityholders or any of their respective Affiliates Affiliates, Representatives or Representativesadvisors (other than as many concern any Affiliated Investment Partnership Management Companies and Watermark Securities, Inc.). Seller, The Companies and the Company and each of the Company Subsidiaries Equityholders shall, and shall cause their respective Affiliates Affiliates, Representatives and Representatives advisors to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and shall seek to have all materials distributed to such Persons in connection therewith by Sellerthe Companies, the Company, any Company Subsidiary Equityholders or any of their respective Affiliates and Affiliates, Representatives or advisors returned to Seller promptlythe Companies promptly or destroyed. None of Sellerany of the Companies, the Company, the Company Subsidiaries Equityholders or any of their respective Affiliates and Affiliates, Representatives or advisors, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to the Company effect. The Companies and the Company Subsidiaries. Seller, the Company, and the Company Subsidiaries Equityholders shall cause their respective Affiliates Affiliates, Representatives and Representatives advisors to comply with the provisions of this Section 6.117.3.

Third Party Proposals. None of Seller, the CompanyBancorp, any --------------------- of the Company Bancorp --------------------- Subsidiaries, any of their respective the Affiliates of the foregoing or any of their respective officers, directors, employees, representatives or advisors of the foregoing ("Representatives") shall directly or indirectly so licitsolicit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material portion of the assets of, or of any material equity interest in, the Company Bancorp or any of the Company Bancorp Subsidiaries or any merger or business combination with the Company or involving Bancorp or any of the Company Bancorp Subsidiaries other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information regarding the Company Bancorp or the Company Bancorp Subsidiaries to any such Person; provided, however, that the Board of -------- ------- Directors of Bancorp may, and may authorize and permit its Representatives to, furnish or cause to be furnished nonpublic information, subject to a binding confidentiality agreement with Bancorp on substantially similar terms as the Confidentiality Agreements, to such Person and may participate in such discussions and negotiations directly or through its Representatives with such Person, if (i) such Board of Directors has reasonably determined in good faith based upon the advice of counsel, which counsel either is Xxxxxxx, Spidi, Sloane & Xxxxx, P.C. or is otherwise reasonably acceptable to Commercial, to the effect that the failure to provide such nonpublic information or participate in such negotiations and discussions would constitute a violation of the Board's fiduciary duties under Applicable Law and (ii) copies of all information so furnished to such Person and the terms of such Person's Acquisition Proposal (and any supplements or amendments thereto) are furnished promptly to Commercial. SellerBancorp, the Company, Company and any of their respective Affiliates and Representatives shall notify Buyer Commercial immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, from or any such negotiations or discussions are sought to be initiated with, with any of SellerBancorp, the Company, the Company Bancorp Subsidiaries or any of their respective the Affiliates or RepresentativesRepresentatives of the foregoing. Seller, the Company Bancorp and each of the Company Bancorp Subsidiaries shall, and shall cause their respective Affiliates and Representatives to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and shall seek to have all materials distributed to such Persons by Seller, the Companyor on behalf of Bancorp, any Company Bancorp Subsidiary or any of their respective Affiliates and Representatives returned to Seller Bancorp promptly. None of SellerBancorp, the Company, the Company Bancorp Subsidiaries or any of their respective Affiliates and Representatives shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to Bancorp or any of the Company Bancorp Subsidiaries. Bancorp and the Company Subsidiaries. Seller, the Company, and the Company Bancorp Subsidiaries shall cause their respective Affiliates and Representatives to comply with the provisions of this Section 6.116.10. Nothing contained in this Agreement shall require Bancorp or the Bancorp Board to take any action or fail to take any action in violation of Applicable Laws.

Third Party Proposals. None of Parent, Seller, the Company, any --------------------- of the Company SubsidiariesBank, any of their respective Affiliates or any of their respective officersRepresentatives shall, directors, employees, representatives or advisors ("Representatives") shall directly or indirectly so licitsolicit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material portion of the assets of, or of any equity interest in, the Company or any of the Company Subsidiaries Bank or any merger or business combination with the Company or any of the Company Subsidiaries Bank other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information regarding the Company or the Company Subsidiaries Bank to any such Person. Parent, Seller, the CompanyBank, and any each of their respective Affiliates and each of their respective Representatives shall (a) notify Buyer immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any of Parent, Seller, the CompanyBank, the Company Subsidiaries or any of their respective Affiliates or Representatives. Seller, the Company and each of the Company Subsidiaries shall, and shall cause their respective Affiliates and Representatives to, (b) immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and shall to seek to have all materials distributed to such Persons by Parent, Seller, the CompanyBank, any Company Subsidiary or any of their respective Affiliates and Representatives returned to Seller promptly. None of Parent, Seller, the CompanyBank, the Company Subsidiaries or any of their respective Affiliates and Representatives shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to the Company Bank. Parent and Seller shall cause the Bank, each of its and the Company Subsidiaries. Seller, the Company, and the Company Subsidiaries shall cause their Bank's respective Affiliates and each of their respective Representatives to comply with the provisions of this Section 6.116.4. It is understood and acknowledged that this Section 6.4 shall have no application to acquisition proposal with respect to Parent or any Affiliate other than the Bank or Seller.

Third Party Proposals. None of Seller, the Company, any --------------------- of the Company SubsidiariesBeneficial Owners, or any of their respective Affiliates or any of their respective officers, directors, employees, representatives or advisors ("Representatives") and agents shall directly or indirectly so licitsolicit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material a substantial portion of the assets of, or of any equity interest in, the Company or any of the Company Subsidiaries or any merger or business combination with the Company or any of the Company Subsidiaries other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information regarding the Company or the Company Subsidiaries to any such Person. SellerThe Company, the Company, Beneficial Owners and any of their respective Affiliates and Representatives agents shall notify Buyer immediately within one Business Day if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any of Seller, the Company, the Company Subsidiaries Beneficial Owners or any of their respective Affiliates or Representativesand agents. Seller, the The Company and each of the Company Subsidiaries Beneficial Owners shall, and shall cause their respective Affiliates Affiliates, officers, directors, employees, representatives and Representatives advisors to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and shall seek to have all materials distributed to such Persons by Seller, the Company, any Company Subsidiary the Beneficial Owners or any of their respective Affiliates and Representatives or agents returned to Seller the Company promptly. None of Seller, the Company, the Company Subsidiaries Beneficial Owners or any of their respective Affiliates and Representatives shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to the effect. The Company and the Company Subsidiaries. Seller, the Company, and the Company Subsidiaries Beneficial Owners shall cause their respective officers, directors, agents, advisors and Affiliates and Representatives to comply with the provisions of this Section 6.114.13. Notwithstanding the foregoing, nothing contained in this Section 4.13 shall (i) prohibit, limit or restrict any discussions, negotiations or agreements with any party who, prior to the date hereof, has received a copy of the Confidential Memorandum, dated May 1998, prepared by Berkshire Capital Corporation (the "BCC Memorandum") with respect Project Baron, so long as such discussions, negotiations or agreements are in the context of a possible sale of securities or assets of SREA and its Affiliates or a business combination involving SREA and its Affiliates and such discussions exclude the Company from any such sale or business combination, or (ii) require the return of the BCC Memorandum by any recipient thereof.

Third Party Proposals. None of Seller, the Company, any --------------------- No member of the Company SubsidiariesPrice Group shall, nor shall they, as applicable, permit any of their respective Affiliates or any of their respective Subsidiaries, officers, directors, employees, representatives or advisors ("Representatives") shall agents, including any investment banker, attorney, consultant or accountant engaged by any of them to, directly or indirectly so licit(i) solicit, initiate or encourage any inquiry or facilitate inquiries or proposalsproposal that constitutes, or may reasonably be expected to lead to, a proposal or offer to enter into any definitive agreementmerger, with respect toconsolidation, or initiate or participate in any negotiations or discussions with any Person concerningamalgamation, any acquisition or purchase refinancing of all or any material portion of the assets of, or of any equity interest in, the Company or any of the Company Subsidiaries or any merger or business combination with the Company or any of the Company Subsidiaries debt (other than as contemplated by this Agreement (eachAgreement), an "Acquisition Proposal") acquisition of any equity interest, prepackaged bankruptcy plan, plan of liquidation or furnish any information regarding dissolution, recapitalization, sale and/or purchase of all or substantially all of the Company assets of AGC, GEI or the Company Subsidiaries to any such Person. Seller, the Company, and any of their respective Affiliates and Representatives shall notify Buyer immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, Transferred Entities or any such negotiations similar business combination, acquire any interest in, dispose of or discussions are sought to be initiated with, otherwise result in a change of control of any of Seller, the Company, the Company Subsidiaries Price Entities or any of their respective Affiliates or Representatives. Seller, the Company and each material assets (any of the Company Subsidiaries shallforegoing inquiries or proposals, and shall cause their respective Affiliates and Representatives an "ACQUISITION PROPOSAL"); (ii) engage in negotiations or discussions concerning, or provide any information to any person or entity relating to, immediately cease an Acquisition Proposal; or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect (iii) agree to any Acquisition Proposal Proposal. Each member of the Price Group shall notify NGP promptly (but in any event within 24 hours) after receipt of any Acquisition Proposal, any amendment or modification to an Acquisition Proposal, or any request for nonpublic information relating to the Price Group in connection with an Acquisition Proposal. Such notice to NGP shall be made in writing and shall seek indicate the identity of the person making the Acquisition Proposal or requesting nonpublic information and the terms of any such Acquisition Proposal or modification or amendment to have all materials distributed to such Persons an Acquisition Proposal. It is understood that any breach of the restrictions set forth in this Section 10.5 by Seller, the CompanyPrices, any Company Subsidiary executive officer of any member of any of the Price Entities or any investment banker, attorney, consultant, accountant or other agent, advisor or representative of their respective Affiliates and Representatives returned the Prices or the Price Entities, shall be deemed to Seller promptly. None of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates and Representatives shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to the Company and the Company Subsidiaries. Seller, the Company, and the Company Subsidiaries shall cause their respective Affiliates and Representatives to comply with the provisions be a breach of this Section 6.11.10.5

Third Party Proposals. None of Seller, the CompanyBancorp, any --------------------- of the Company Bancorp Subsidiaries, any of their respective the Affiliates of the foregoing or any of their respective officers, directors, employees, representatives or advisors of the foregoing ("Representatives") shall directly or indirectly so licitsolicit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material portion of the assets of, or of any material equity interest in, the Company Bancorp or any of the Company Bancorp Subsidiaries or any merger or business combination with the Company or involving Bancorp or any of the Company Bancorp Subsidiaries other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information regarding the Company Bancorp or the Company Bancorp Subsidiaries to any such Person; provided, however, that the Board of Directors of Bancorp may, and may authorize and permit its Representatives to, furnish or cause to be furnished nonpublic information, subject to a binding confidentiality agreement with Bancorp on substantially similar terms as the Confidentiality Agreements, to such Person and may participate in such discussions and negotiations directly or through its Representatives with such Person, if (i) such Board of Directors has reasonably determined in good faith based upon the advice of counsel, which counsel either is Xxxxxxx, Spidi, Sloane & Xxxxx, P.C. or is otherwise reasonably acceptable to Commercial, to the effect that the failure to provide such nonpublic information or participate in such negotiations and discussions would constitute a violation of the Board's fiduciary duties under Applicable Law and (ii) copies of all information so furnished to such Person and the terms of such Person's Acquisition Proposal (and any supplements or amendments thereto) are furnished promptly to Commercial. SellerBancorp, the Company, Company and any of their respective Affiliates and Representatives shall notify Buyer Commercial immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, from or any such negotiations or discussions are sought to be initiated with, with any of SellerBancorp, the Company, the Company Bancorp Subsidiaries or any of their respective the Affiliates or RepresentativesRepresentatives of the foregoing. Seller, the Company Bancorp and each of the Company Bancorp Subsidiaries shall, and shall cause their respective Affiliates and Representatives to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and shall seek to have all materials distributed to such Persons by Seller, the Companyor on behalf of Bancorp, any Company Bancorp Subsidiary or any of their respective Affiliates and Representatives returned to Seller Bancorp promptly. None of SellerBancorp, the Company, the Company Bancorp Subsidiaries or any of their respective Affiliates and Representatives shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to Bancorp or any of the Company Bancorp Subsidiaries. Bancorp and the Company Subsidiaries. Seller, the Company, and the Company Bancorp Subsidiaries shall cause their respective Affiliates and Representatives to comply with the provisions of this Section 6.116.10. Nothing contained in this Agreement shall require Bancorp or the Bancorp Board to take any action or fail to take any action in violation of Applicable Laws.