Common use of Third Party Proposals Clause in Contracts

Third Party Proposals. None of the Company, the Beneficial 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 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 Beneficial Owners or any of their respective Affiliates and agents. The Company and the 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 Beneficial Owners or any of their respective Affiliates or agents returned to the Company promptly. None of the Company, the 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 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.

Third Party Proposals. None of Neither the Company, Optima, the Beneficial Owners, 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 Beneficial Owners 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 Beneficial Owners Shareholders or any of their respective Affiliates and agentsAffiliates. The Company (including Optima) and each of the Beneficial Owners 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 Beneficial Owners any Shareholder or any of their respective Affiliates or agents advisors returned to the Company promptly. None of the Company, Optima, the Beneficial Owners 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 Beneficial Owners Shareholders shall cause their respective officers, directors, agents, advisors and Affiliates (including Optima) 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 thereof6.12.

Third Party Proposals. None From the date hereof until the earlier of the Effective Time or the termination of this Agreement by the Company in accordance with Article IX of this Agreement, neither the Company, the Beneficial Ownersany Subsidiary or any Company Shareholder shall initiate, solicit, negotiate, accept or encourage, directly or indirectly, inquiries or proposals (each, an "Acquisition Proposal") with respect to, or furnish any of their respective Affiliates and agents shall directly or indirectly solicit, encourage or facilitate inquiries or proposalsinformation relating to, or enter into any definitive agreement, 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 (other than inventory and equipment in the Ordinary Course) of, or of any equity interest inthe capital stock of, the Company or any merger Subsidiary or any business combination with the Company other than as contemplated by this Agreement (eacha "Third Party Acquisition"), an "Acquisition Proposal") or furnish authorize or permit any information of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it to take any such Personaction. The Company, the Beneficial Owners and any of their respective Affiliates and agents Company shall notify Buyer within one Business Day Parent promptly 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, the Company, any Subsidiary or, to the Knowledge of the Company, the Beneficial Owners any Company Shareholder, or any of their respective Affiliates and agents. The Company and the Beneficial Owners shall, and shall cause their respective Affiliates, officers, directors, stockholders, employees, representatives and advisors to, agents or representatives. The Company shall immediately cease or and cause to be terminated any existing activities, including discussions or negotiations with any parties, 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 Beneficial Owners or any of their respective Affiliates or agents returned to the Company promptly. None of the Company, the 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 effectProposal. The Company and the Beneficial Owners represents that neither it nor any Subsidiary or their respective stockholders is party to or bound by any agreement with respect to an Acquisition Proposal other than under this Agreement. The Company shall cause their respective its Subsidiaries, officers, directors, agentsstockholders, agents and 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 thereof5.12.

Third Party Proposals. None of the CompanySeller, the Beneficial Owners, 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 Beneficial Owners 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 Beneficial Owners Seller or any of their respective Affiliates and its Affiliates, officers, directors, representatives or agents. The Company and the Beneficial Owners 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 Beneficial Owners Seller or any of their respective its Affiliates or agents advisors returned to the Company promptlySeller promptly or destroyed. None of the Company, the Beneficial Owners 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 Beneficial Owners Seller shall cause their respective its 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 thereof5.11.

Third Party Proposals. None Neither the Seller nor any Affiliate of the Company, Seller shall (nor shall the Beneficial Owners, Seller cause the Company or any of their respective Affiliates and agents shall directly its Affiliates) to solicit or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, proposals with respect to, or, except as required by law or initiate a fiduciary obligation in the written opinion of counsel, furnish any information relating to 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 a substantial equity interest in, the Company or any merger of its Subsidiaries or any 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 Beneficial Owners and any of their respective Affiliates and agents Seller shall notify Buyer within one Business Day the Purchaser 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 CompanySeller, the Beneficial Owners Company or any of their respective Affiliates and agentsits Subsidiaries. The Seller and its Affiliates shall (and the Seller shall cause the Company and the Beneficial Owners shall, and shall cause their respective Affiliates, officers, directors, employees, representatives and advisors its Affiliates to, ) immediately cease or and 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 Proposal. If any Person (other than the Purchaser or their respective agents and shall seek representatives) has been provided with any confidential information or data relating to have all materials distributed to such Persons by the Companyan Acquisition Proposal, the Beneficial Owners Seller shall cause such information or any of their respective Affiliates or agents data to be immediately returned to it. The Seller shall and the Seller shall cause the Company promptly. None of the Company, the 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 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 thereof5.15.

Third Party Proposals. None of the Company, the Beneficial OwnersShareholders, 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 Beneficial Owners 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 Beneficial Owners Shareholders or any of their respective Affiliates and agents. The Company and the Beneficial Owners 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 Beneficial Owners Shareholders or any of their respective Affiliates or agents returned to the Company promptly. None of the Company, the Beneficial Owners 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 Beneficial Owners Shareholders 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.

Third Party Proposals. None of Neither the Company, the Beneficial Owners, or Company nor any Stockholder 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 merger or business combination with the Company other than as contemplated by this Agreement (each, an "Acquisition ProposalACQUISITION PROPOSAL") or furnish any information to any such Person. The Company, Company and the Beneficial Owners Stockholders and any of their respective Affiliates and agents shall notify Buyer within one Business Day Parent 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 Beneficial Owners Stockholders or any of their respective Affiliates and agentsAffiliates. The Company and each of the Beneficial Owners Stockholders 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 materials, if any, 35 40 distributed to such Persons persons by the Company, the Beneficial Owners any Stockholder or any of their respective Affiliates or agents advisors promptly returned to the Company promptlyCompany. None of the Company, the Beneficial Owners Stockholders or any of their respective Affiliates shall amend, modify, waive or terminate, or otherwise release any Person person from, any standstill, confidentiality or similar agreement or arrangement currently in effect. The Company and the Beneficial Owners Stockholders 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 thereof7.7.

Third Party Proposals. None of Neither the Company, any of its --------------------- Subsidiaries, the Beneficial Owners, 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 Beneficial Owners 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 Beneficial Owners Shareholder or any of their respective Affiliates and agentsAffiliates. The Company and the Beneficial Owners 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 Beneficial Owners Shareholder or any of their respective Affiliates or agents advisors returned to the Company promptly. None of the Company, the Beneficial Owners 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 Beneficial Owners Shareholder 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 thereof6.16.