Common use of Acquisition Proposals; Board Recommendation Clause in Contracts

Acquisition Proposals; Board Recommendation. HNWC agrees that it shall not, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of HNWC, directly or indirectly, to (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for HNWC, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for HNWC, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of HNWC equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal for HNWC. Notwithstanding anything in this Agreement to the contrary, HNWC or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal for HNWC.

Acquisition Proposals; Board Recommendation. HNWC agrees that it shall not, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of HNWC, directly or indirectly, to (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for HNWC, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for HNWC, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of HNWC equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal for HNWC. Notwithstanding anything in this Agreement to the contrary, HNWC or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal for HNWC.. ARTICLE VII

Acquisition Proposals; Board Recommendation. HNWC ------------------------------------------- agrees that it shall not, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of HNWC, directly or indirectly, to (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for HNWC, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for HNWC, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of HNWC equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal for HNWC. Notwithstanding anything in this Agreement to the contrary, HNWC or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal for HNWC.