Common use of Third Party Proposals Clause in Contracts

Third Party Proposals. None of the Company, the Shareholders, or any of their respective Affiliates and agents shall directly or indirectly solicit, 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 a substantial portion of the assets of, or of any equity interest in, the Company or any merger or business combination with the Company other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information to any such Person. The Company, the Shareholders and any of their respective Affiliates and agents shall notify Buyer 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 the Company, the Shareholders or any of their respective Affiliates and agents. The Company and the Shareholders shall, and shall cause their respective Affiliates, officers, directors, employees, representatives and 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 the Company, the Shareholders or any of their respective Affiliates or agents returned to the Company promptly. None of the Company, the Shareholders or any of their respective Affiliates shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect. The Company and the Shareholders shall cause their respective officers, directors, agents, advisors and Affiliates to comply with the provisions of this Section 4.13.

Third Party Proposals. None of Neither the Company, any of its --------------------- Subsidiaries, the Shareholders, or Shareholder nor any of their respective Affiliates and agents shall directly or indirectly solicit, 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 a substantial portion of the assets of, or of any equity interest in, the Company or any of its Subsidiaries or any merger or business combination with the Company or any of its Subsidiaries other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information to any such Person. The Company, the Shareholders Shareholder and any of their respective Affiliates and agents shall notify Buyer within one Business Day 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 the Company, its Subsidiaries, the Shareholders Shareholder or any of their respective Affiliates and agentsAffiliates. The Company and the Shareholders Shareholder shall, and shall cause their respective Affiliates, officers, directors, employees, representatives and 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 the Company, the Shareholders Shareholder or any of their respective Affiliates or agents advisors returned to the Company promptly. None of the Company, the Shareholders Shareholder or any of their respective Affiliates shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect. The Company and the Shareholders Shareholder shall cause their respective officers, directors, agents, advisors and Affiliates to comply with the provisions of this Section 4.136.16.

Third Party Proposals. None of the CompanySeller, the Shareholders, Company or any of their respective Affiliates and agents Affiliates, officers, directors, representatives or agents, shall directly or indirectly solicit, 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 a substantial portion of the assets of, or of any equity interest in, any of the Company or its Subsidiaries or any merger or business combination with any of the Company or its Subsidiaries, in each case other than as contemplated by this Agreement (each, an "Acquisition Proposal") ), or furnish any information to any such Person. The Company, the Shareholders Seller and any of their respective its Affiliates and agents shall notify Buyer within one Business Day 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 the Company, the Shareholders Seller or any of their respective Affiliates and its Affiliates, officers, directors, representatives or agents. The Company and the Shareholders Seller shall, and shall cause their respective its Affiliates, officers, directors, employees, representatives and 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 the Company, the Shareholders Seller or any of their respective its Affiliates or agents advisors returned to the Company promptlySeller promptly or destroyed. None of the Company, the Shareholders Seller or any of their respective Affiliates its Affiliates, officers, directors, representatives or agents, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effecteffect with respect to the Company. The Company and the Shareholders Seller shall cause their respective its officers, directors, agents, advisors and Affiliates to comply with the provisions of this Section 4.135.11.

Third Party Proposals. None of the Company, the ShareholdersShareholder, or any of their respective Affiliates and agents shall directly or indirectly solicit, 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 a substantial portion of the assets of, or of any equity interest in, the Company or any of its Subsidiaries or any merger or business combination with the Company or any of its Subsidiaries other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information to any such Person. The Company, the Shareholders Share- holder and any of their respective Affiliates and agents shall notify Buyer within one Business Day if any Acquisition Proposal Pro- posal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions dis- cussions are sought to be initiated with, any of the Company, its Subsidiaries, the Shareholders Shareholder or any of their respective Affiliates and agents. The Company and the Shareholders Shareholder shall, and shall cause their respective Affiliates, officers, directorsdirec- tors, employees, representatives and advisors to, immediately cease or cause to be terminated any existing activities, including in- cluding discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal Pro- posal and shall seek to have all materials distributed to such Persons by the Company, the Shareholders Shareholder or any of their respective respec- tive Affiliates or agents returned to the Company promptly. None of the Company, the Shareholders Shareholder or any of their respective Affiliates shall amend, modify, waive or terminate, or otherwise other- wise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect. The Company and the Shareholders Shareholder shall cause their respective officersoffic- ers, directors, agents, advisors and Affiliates to comply with the provisions of this Section 4.134.15.

Third Party Proposals. None of Neither the Company, Optima, the Shareholders, or Shareholders nor any of their respective Affiliates and agents shall directly or indirectly solicit, 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 a substantial portion of the properties or assets of, or of any equity interest in, the Company or any merger or business combination with the Company Optima other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information to any such Person. The Company, the Shareholders and any of their respective Affiliates and agents shall notify Buyer within one Business Day 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 the Company, Optima, the Shareholders or any of their respective Affiliates and agentsAffiliates. The Company (including Optima) and each of the Shareholders shall, and shall cause their respective Affiliates, officers, directors, employees, representatives and advisors to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any partiesPersons, conducted prior to the date hereof with respect to any Acquisition Proposal and shall seek to have all materials distributed to such Persons by the Company, the Shareholders any Shareholder or any of their respective Affiliates or agents advisors returned to the Company promptly. None of the Company, Optima, the Shareholders or any of their respective Affiliates shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect. The Company and the Shareholders shall cause their respective officers, directors, agents, advisors and Affiliates (including Optima) to comply with the provisions of this Section 4.136.12.

Third Party Proposals. None of the Company, the ShareholdersBeneficial Owners, or any of their respective Affiliates and agents shall directly or indirectly solicit, 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 a substantial portion of the assets of, or of any equity interest in, the Company or any merger or business combination with the Company other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information to any such Person. The Company, the Shareholders Beneficial Owners and any of their respective Affiliates and agents shall notify Buyer 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 the Company, the Shareholders Beneficial Owners or any of their respective Affiliates and agents. The Company and the Shareholders Beneficial Owners shall, and shall cause their respective Affiliates, officers, directors, employees, representatives and 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 the Company, the Shareholders Beneficial Owners or any of their respective Affiliates or agents returned to the Company promptly. None of the Company, the Shareholders Beneficial Owners or any of their respective Affiliates shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect. The Company and the Shareholders Beneficial Owners shall cause their respective officers, directors, agents, advisors and Affiliates to comply with the provisions of this Section 4.13. 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.