Discussions with Others. Neither Seller nor Stockholders will permit or authorize any officer, director, employee or representative of Seller to solicit or encourage inquiries (including by way of furnishing information) or the making of any proposal which is reasonably expected to lead to any acquisition or purchase of any portion of the Assets or any merger or consolidation of Seller with any third party.
Discussions with Others. Borrowers, Guarantors and the Bank acknowledge and agree that the parties may, in the sole discretion of the Bank, discuss various means for repayment of the Indebtedness owing to the Bank, and that Borrower may enter into discussions and negotiations with prospective Fourth-party lenders to Borrower, Fourth-party creditors of Borrower, or potential investors in Borrower or other Fourth persons. If Borrower asks the Bank to enter into or participate in any such discussions or negotiations, Borrower agrees that the Bank may, in the course of such discussions, reveal information about the Borrower that would normally be considered confidential between the Bank and the Borrower. Borrower agrees that, if such discussions do take place, they shall in no way obligate or commit the Bank to agree to any secured or unsecured financing, to subordinate any lien or to release any collateral, to lend any additional funds to Borrower, to extend any other form of credit to Borrower, to forbear from exercising any rights, powers and remedies of the Bank, or to provide any letters of credit or other credit support on behalf of Borrower. Borrower waives, releases and discharges any right it may have to assert any claim or contention that the Bank has made any oral or written offer, promise, or commitment to cooperate with any Fourth-party lender to Borrower or Fourth-party creditor of Borrower, or any other Fourth person, to agree to any secured or unsecured financing or to otherwise subordinate any lien or to release any collateral, to lend any additional funds to Borrower or provide any other form of credit to Borrower, to forbear from exercising any rights, powers and remedies of the Bank, to provide any letters of credit or other credit support on behalf of Borrower, or to take (or refrain from taking) any other action whatsoever with respect to Borrower, except as provided in this Agreement.
Discussions with Others. From the date hereof until the Closing Date or the termination of this Agreement pursuant to Section 11.1 hereof, none of the Companies, the ESOP Trust their respective officers, directors, Employees or representatives will solicit or enter into discussions or negotiations with any party other than Buyer or encourage, facilitate, initiate or participate in any discussions with any party other than Buyer, with regard to a purchase and sale of any portion of the securities or ownership interests of any Company, any material portion of the assets of any Company or any merger or consolidation of any Company with any third party.
Discussions with Others. From and after the date hereof, Southern will not, directly or indirectly, through any of its officers, directors, employees, agents or advisors or other representatives or consultants, solicit or initiate or knowingly encourage, including by means of furnishing information, any proposals or offers from any person (other than UBCP) relating to any acquisition or purchase of all or a material amount of the assets of, or any securities of, or any merger, tender offer, consolidation or business combination with, Southern (an "Acquisition Proposal"); providing, however, that Southern may furnish information and may consider, evaluate and engage in discussions or negotiations with any person if outside counsel advises Southern's directors that failure to furnish such information or engage in such discussions or negotiations could involve Southern's directors in a breach of their fiduciary duties. If the Board of Directors of Southern receives a request for confidential information from a potential bidder for Southern and the Board of Directors determines, after consultation with outside counsel, that the Board of Directors has a fiduciary obligation to provide such information to a potential bidder, then Southern may, subject to a confidentiality agreement substantially similar to that previously executed with UBCP, provide such potential bidder with access to information regarding Southern. Southern shall promptly notify UBCP, orally and in writing, if any such proposal or offer is made and shall, in any such notice, indicate the identity and terms and conditions of any proposal or offer, or any such inquiry or contact. Southern shall keep UBCP advised of the progress and status of any such proposals or offers. The obligation of the Board of Directors of Southern to convene a meeting of its shareholders and to recommend the adoption and approval of this Agreement to the shareholders of Southern shall be subject to the fiduciary duties of the Directors, as determined by the Directors after consultation with their outside counsel, and nothing contained in this Agreement shall prevent the Board of Directors of Southern from approving or recommending to the shareholders of Southern any unsolicited offer or proposal by a third party if required in the exercise of their fiduciary duties, as determined by the Directors after consultation with outside counsel. In order to induce UBCP to enter into this Agreement and incur the substantial expenses involved in effectuat...
Discussions with Others. United or its officers, directors or agents will not directly or indirectly, solicit, authorize, initiate or encourage submission of, any proposal, offer, tender offer or exchange offer from any person relating to any liquidation, dissolution, recapitalization, merger, consolidation or acquisition or purchase of all or a substantial portion of the assets or deposits of, or any material equity interest in, United or any of its wholly-owned subsidiaries or other similar transaction or business combination involving United or any of its wholly-owned subsidiaries while this Agreement is pending, unless
Discussions with Others. 57 6.7 Supplements to Disclosure Schedule . . . . . . . . 57 6.8 Covenant to Satisfy Conditions . . . . . . . . . . 58 6.9
Discussions with Others. From the date hereof until the Closing Date Sellers will not and will not permit the Operating Companies, nor shall the Sellers authorize or knowingly permit any officer, director, employee or representative of Sellers or the Operating Companies, to solicit or enter into negotiations with any party, other than Buyer, with regard to a purchase and sale of any portion of the capital stock of the Operating Companies, any material portion of the assets of the Operating Companies or any merger or consolidation of the Operating Companies with any third party.
Discussions with Others. On and after the date hereof, except with the written consent of Wxxxx, CVB shall not directly or indirectly solicit or encourage (nor shall CVB permit any of its officers, directors, employees or agents directly or indirectly to solicit or encourage), including by way of furnishing information, any inquiries or proposals for a merger, consolidation, share exchange or similar transaction involving CVB or Chippewa Bank or for the acquisition of the stock or all or substantially all of the assets or business of CVB or Chippewa Bank, or discuss with or enter into conversations with any person, other than CVB stockholders or employees, concerning any such merger, consolidation, share exchange, acquisition or other transaction, other than the proposed transaction with Wxxxx, provided, however, that CVB may communicate information about any such proposals or inquiries to its stockholders if and to the extent that it is required to do so in order to reasonably comply with its legal obligations. CVB will promptly notify Wxxxx orally (to be confirmed in writing as soon as practicable thereafter) of all of the relevant details relating to any inquiries or proposals that it may receive relating to any such matters, including actions it intends to take with respect to such matters. In order to induce Wxxxx to enter into this Agreement and incur the substantial expenses involved in effectuating the transactions contemplated herein, CVB agrees and does hereby promise to pay to Wxxxx the sum of $500,000, upon Wayne's demand therefor, in the event that the CVB shareholders fail to approve the proposed transaction with Wxxxx and CVB approves an offers from and negotiates with any party other than Wxxxx at any time within one (1) year of the date hereof concerning such transaction. Further, CVB and Wxxxx each hereby agree to enter into the Stock Option Agreement in the form attached hereto as Exhibit A immediately upon the execution of this Agreement.
Discussions with Others. From the date hereof until the Closing Date, no Seller will, and Sellers shall cause the Company, each Subsidiary and each of their respective officers, directors, Employees or representatives not to, solicit or enter into discussions or negotiations with any party other than Buyer or encourage, facilitate, initiate or participate in any discussions with any party other than Buyer, with regard to a purchase and sale of any portion of the capital stock of the Company or any Subsidiary, any material portion of the assets of the Company or any Subsidiary or any merger or consolidation of the Company or any Subsidiary with any third party.
Discussions with Others. From the date hereof until the Closing Date, no Seller Party will, and the Seller Parties shall cause the Company, and each of its respective officers, directors, Employees or representatives not to, solicit or enter into negotiations with any party other than Buyer or encourage, facilitate or initiate any discussions with any party other than Buyer, with regard to a purchase and sale of any portion of the membership interests of the Company, any material portion of the assets of the Company or any merger or consolidation of the Company with any third party.
