Exclusive Merger Agreement. Unless, due to a material change in circumstances after the date hereof, CNB's Board of Directors reasonably believes in good faith, based on the written opinion of its legal counsel, that any such action or inaction would violate the directors' duties or obligations as such to CNB or to its shareholders, CNB will not, directly, or indirectly through any person, (i) encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity (other than MFC) relating to a merger or other acquisition of CNB or Community or the purchase or acquisition of any CNB Stock, any branch office of Community or all or any significant part of CNB's or Community's assets, or provide assistance to any person in connection with any such offer; (ii) except to the extent required by law, disclose to any person or entity any information not customarily disclosed to the public concerning CNB, Community or their business, or afford to any other person or entity access to either of their respective properties, facilities, books or records; (iii) sell or transfer any branch office of Community or all or any significant part of CNB's or Community's assets to any other person or entity; or (iv) enter into or become bound by any contract, agreement, commitment or letter of intent relating to, or otherwise take or agree to take any action in furtherance of, any such transaction.
Exclusive Merger Agreement. Neither Anson nor the Bank will, directly or indirectly, through any person (i) encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity (other than Uwharrie) relating to a merger or other acquisition of Anson or the Bank, or the purchase or acquisition of any Anson Stock or Bank Stock or all or any significant part of Anson's or the Bank's assets; or provide assistance to any person in connection with any such offer; (ii) subject to the Fiduciary Release, disclose to any such person or entity any information not customarily disclosed to the public concerning Anson or the Bank or their business, or afford to any other person or entity access to its properties, facilities, books or records; (iii) sell or transfer all or any significant part of Anson's or the Bank's assets to any other person or entity, or (iv) subject to the Fiduciary Release, enter into or become bound by any contract, agreement, commitment or letter of intent relating to, or otherwise take or agree to take any action in furtherance of, any such transaction.
Exclusive Merger Agreement. Except as otherwise specifically provided in Section 4.01(a) regarding receipt of a Superior Proposal, Mutual will not, directly or indirectly through any person or entity, (i) encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity (other than Bancorp) relating to a merger or other acquisition of Mutual, the purchase or acquisition of any stock of Mutual, or the purchase of all or any significant part of Mutual’s assets, or provide assistance to any person or entity in connection with any such offer; (ii) except to the extent required by law or pursuant to Section 4.01(a), disclose to any person or entity (other than Bancorp) any information not customarily disclosed to the public concerning Mutual or its business, or afford to any other person or entity (other than Bancorp) access to its properties, facilities, books or records; (iii) sell or transfer all or any significant part of Mutual’s assets to any other person or entity (other than Bancorp); or (iv) consummate any type of merger, acquisition or combination relating to the acquisition of more than 20% of the Mutual Common Stock or all or a significant part of Mutual’s assets.
Exclusive Merger Agreement. Directly or indirectly, through any -------------------------- person (i) encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity (other than FNB) relating to a merger or other acquisition of Carolina or the purchase or acquisition of any Carolina Stock or all or any significant part of Carolina's assets; or, except as required by law or by fiduciary obligations owed to the person assisted, provide assistance to any person in connection with any such offer; (ii) except to the extent required by law, disclose to any person or entity any information not customarily disclosed to the public concerning Carolina or its business, or afford to any other person or entity access to its properties, facilities, books or records; (iii) sell or transfer all or any significant part of Carolina's assets to any other person or entity; or (iv) enter into or become bound by any contract, agreement, commitment or letter of intent relating to, or otherwise take or agree to take any action in furtherance of, any such transaction.
Exclusive Merger Agreement. 27 k. Acquisition or Disposition of Assets...................................... 27 l.
Exclusive Merger Agreement. Directly or indirectly, through any person (i)encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity (other than SLCT and Select Bank) relating to a merger or other acquisition of PARA or Target Bank or the purchase or acquisition of any PARA Common Stock or Target Bank Common Stock or all or any significant part of PARA’s or Target Bank’s assets; or, except as required by law or by fiduciary obligations owed to the person assisted, provide assistance to any person in connection with any such offer; (ii) except to the extent required by law, disclose to any person or entity any information not customarily disclosed to the public concerning PARA or Target Bank or their respective businesses, or afford to any other person or entity access to their respective properties, facilities, books or records; (iii) sell or transfer all or any significant part of PARA’s or Target Bank’s assets to any other person or entity; or (iv) enter into or become bound by any contract, agreement, commitment or letter of intent relating to, or otherwise take or agree to take any action in furtherance of, any such transaction.
Exclusive Merger Agreement. Unless, due to a material change in circumstances after the date hereof, SFC’s Board of Directors reasonably believes in good faith, following consultation with and receipt of the advice of its outside legal counsel and financial advisers, that any such action or inaction would violate the directors’ duties or obligations as such to SFC or to its shareholders, SFC will not, directly, or indirectly through any person, (i) encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity (other than FCB) relating to a merger or other acquisition of any of the SFC Companies, the purchase or acquisition of any equity or other securities (other than certificates of deposit) issued by, or all or any significant part of the assets of, any of the SFC Companies or any branch office of SNB, or provide assistance to any person in connection with any such offer; (ii) except to the extent required by law, disclose to any person or entity any information not customarily disclosed to the public concerning any of the SFC Companies or their business, or afford to any other person or entity access to the properties, facilities, books or records of any of the SFC Companies; (iii) sell or transfer any branch office of SNB or all or any significant part of the assets of any of the SFC Companies to any other person or entity; or (iv) enter into or become bound by any contract, agreement, commitment or letter of intent relating to, or otherwise take or agree to take any action in furtherance of, any such transaction. (m) Acquisition or Disposition of Assets. None of the SFC Companies will: (i) Sell or lease (as lessor), or enter into or become bound by any contract, agreement, option or commitment relating to the sale, lease (as lessor) or other disposition of, any real property in any amount, other than real property acquired by SNB in connection with the foreclosure in the ordinary course of its business of a mortgage that secured one of its Loans; (ii) Except as provided below, sell or lease (as lessor), or enter into or become bound by any contract, agreement, option or commitment relating to the sale, lease (as lessor) or other disposition of, any equipment or any other fixed or capital asset (other than real property) having a book value or a fair market value, whichever is greater, of more than $25,000 in the case of any individual item or asset, or $75,000 in the aggregate for all such items or assets; provided, ho...
Exclusive Merger Agreement. Unless, due to a material change in circumstances after the date hereof, SSB’s Board of Directors reasonably believes in good faith, based on the written opinion of its legal counsel, that any such action or inaction would violate the directors’ duties or obligations as such to SSB or to its shareholders, SSB will not, directly, or indirectly through any person, (i) encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity (other than BNC) relating to a merger or other acquisition of SSB or the purchase or acquisition of any stock of SSB, or all or any significant part of SSB’s assets, or provide assistance to any person in connection with any such offer; (ii) except to the extent required by law, disclose to any person or entity (other than BNC) any information not customarily disclosed to the public concerning SSB or its business, or afford to any other person or entity (other than BNC) access to its properties, facilities, books or records; (iii) sell or transfer all or any significant part of SSB’s assets to any other person or entity (other than BNC); or (iv) consummate any type of merger, acquisition or combination relating to the acquisition of more than 20% of the SSB Common Stock or all or a significant part of SSB’s assets.
Exclusive Merger Agreement. Unless, due to a material change in circumstances after the date hereof, Cardinal's Board of Directors reasonably believes in good faith, based on the written opinion of its legal counsel, that any such action or inaction would violate the directors' duties or obligations as such to Cardinal or to its shareholders, neither Cardinal, nor its directors, individually or acting as Cardinal's Board of Directors, will, directly, or indirectly through any person, (i) encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity (other than MFC) relating to a merger or other acquisition of Cardinal or Xxxxx or the purchase or acquisition of any Cardinal Stock, any branch office of Xxxxx or all or any significant part of Cardinal's or Xxxxx'x assets, or provide assistance to any person in connection with any such offer; (ii) except to the extent required by law, disclose to any person or entity any information not customarily disclosed to the public concerning Xxxxxxxx, Xxxxx or their business, or afford to any other person or entity access to either of their respective properties, facilities, books or records; (iii) sell or transfer any branch office of Xxxxx or all or any significant part of Cardinal's or Xxxxx'x assets to any other person or entity; or (iv) enter into or become bound by any contract, agreement, commitment or letter of intent relating to, or otherwise take or agree to take any action in furtherance of, any such transaction.
Exclusive Merger Agreement. Directly or indirectly, through any person (i) encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity (other than FNB) relating to a merger or other acquisition of Home Savings or the purchase or acquisition of any Home Savings Stock or all or any significant part of Home Savings' assets; or provide assistance to any person in connection with any such offer; (ii) except to the extent required by law, disclose to any person or entity any information not customarily disclosed to the public concerning Home Savings or its business, or afford to any other person or entity access to its properties, facilities, books or records; (iii) sell or transfer all or any significant part of Home Savings' assets to any other person or entity; or (iv) enter into or become bound by any contract, agreement, commitment or letter of intent relating to, or otherwise take or agree to take any action in furtherance of, any such transaction.
