Common use of Failure to Recommend; Third-Party Acquisition Transaction; Etc Clause in Contracts

Failure to Recommend; Third-Party Acquisition Transaction; Etc. (i) By CZFS, if (i) HVBC shall have breached its obligations under Section 5.11, (ii) the HVBC Board shall have failed to make its recommendation referred to in Section 5.04, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of CZFS, (iii) the HVBC Board shall have recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than CZFS or a Subsidiary of CZFS or (iv) HVBC shall have materially breached its obligations under Section 5.04 by failing to call, give notice of, convene and hold the HVBC Meeting in accordance with Section 5.04. (ii) By HVBC, subject to HVBC’s compliance with Section 7.02(a) if HVBC has received an Acquisition Proposal, and in accordance with Section 5.11 of this Agreement, the HVBC Board has made a determination that such Acquisition Proposal is a Superior Proposal and has determined to accept such Superior Proposal.

Failure to Recommend; Third-Party Acquisition Transaction; Etc. (i) By CZFSBHB, if (iA) HVBC LSBG shall have materially breached its obligations under Section 5.11, (iiB) the HVBC LSBG Board shall have failed to make its recommendation referred to in Section 5.045.04(b), withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of CZFSBHB, (iiiC) the HVBC LSBG Board shall have recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than CZFS BHB or a Subsidiary of CZFS BHB or (ivD) HVBC LSBG shall have materially breached its obligations under Section 5.04 5.04(b) by failing to call, give notice of, convene and hold the HVBC LSBG Meeting in accordance with Section 5.045.04(b). (ii) By HVBCLSBG, subject if BHB shall have materially breached its obligations under Section 5.04(a) by failing to HVBC’s compliance with Section 7.02(a) if HVBC has received an Acquisition Proposalcall, give notice of, convene and hold the BHB Meeting or by failing to make its recommendation or withdrawing, modifying or changing such recommendation in any manner adverse in any respect to the interests of LSBG in accordance with Section 5.11 of this Agreement, the HVBC Board has made a determination that such Acquisition Proposal is a Superior Proposal and has determined to accept such Superior Proposal5.04(a).

Failure to Recommend; Third-Party Acquisition Transaction; Etc. (i) By CZFSNBT, if (i) HVBC Exxxx shall have breached its obligations under Section 5.11, (ii) the HVBC Exxxx Board shall have failed to make its recommendation referred to in Section 5.04, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of CZFSNBT, (iii) the HVBC Exxxx Board shall have recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than CZFS NBT or a Subsidiary of CZFS NBT or (iv) HVBC Exxxx shall have materially breached its obligations under Section 5.04 by failing to call, give notice of, convene and hold the HVBC Exxxx Meeting in accordance with Section 5.04. (ii) By HVBCExxxx, subject to HVBC’s Exxxx’x compliance with Section 7.02(a) if HVBC Exxxx has received an Acquisition Proposal, and in accordance with Section 5.11 of this Agreement, the HVBC Exxxx Board has made a determination that such Acquisition Proposal is a Superior Proposal and has determined to accept such Superior Proposal.

Failure to Recommend; Third-Party Acquisition Transaction; Etc. (i) By CZFSNBT, if (i) HVBC Salisbury shall have breached its obligations under Section 5.11, (ii) the HVBC Salisbury Board shall have failed to make its recommendation referred to in Section 5.04, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of CZFSNBT, (iii) the HVBC Salisbury Board shall have recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than CZFS NBT or a Subsidiary of CZFS NBT or (iv) HVBC Salisbury shall have materially breached its obligations under Section 5.04 by failing to call, give notice of, convene and hold the HVBC Salisbury Meeting in accordance with Section 5.04. (ii) By HVBCXxxxxxxxx, subject to HVBCSalisbury’s compliance with Section 7.02(a) if HVBC Xxxxxxxxx has received an Acquisition Proposal, and in accordance with Section 5.11 of this Agreement, the HVBC Salisbury Board has made a determination that such Acquisition Proposal is a Superior Proposal and has determined to accept such Superior Proposal.

Failure to Recommend; Third-Party Acquisition Transaction; Etc. (i) By CZFSNBT, if (i) HVBC Xxxxx shall have breached its obligations under Section 5.11, (ii) the HVBC Xxxxx Board shall have failed to make its recommendation referred to in Section 5.04, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of CZFSNBT, (iii) the HVBC Xxxxx Board shall have recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than CZFS NBT or a Subsidiary of CZFS NBT or (iv) HVBC Xxxxx shall have materially breached its obligations under Section 5.04 by failing to call, give notice of, convene and hold the HVBC Xxxxx Meeting in accordance with Section 5.04. (ii) By HVBCXxxxx, subject to HVBC’s Xxxxx’x compliance with Section 7.02(a) if HVBC Xxxxx has received an Acquisition Proposal, and in accordance with Section 5.11 of this Agreement, the HVBC Xxxxx Board has made a determination that such Acquisition Proposal is a Superior Proposal and has determined to accept such Superior Proposal.

Failure to Recommend; Third-Party Acquisition Transaction; Etc. (i) By CZFSSBBX, if (iA) HVBC CBBC shall have breached its obligations under Section 5.11, (iiB) the HVBC CBBC Board shall have failed to make its recommendation referred to in Section 5.045.04(a), withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of CZFSSBBX, (iiiC) the HVBC CBBC Board shall have recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than CZFS SBBX or a Subsidiary of CZFS SBBX or (ivD) HVBC CBBC shall have materially breached its obligations under Section 5.04 5.04(a) by failing to call, give notice of, convene and hold the HVBC CBBC Meeting in accordance with Section 5.045.04(a). (ii) By HVBCCBBC, subject if SBBX shall have materially breached its obligations under Section 5.04(b) by failing to HVBC’s compliance with Section 7.02(a) if HVBC has received an Acquisition Proposalcall, give notice of, convene and hold the SBBX Meeting in accordance with Section 5.11 of this Agreement, the HVBC Board has made a determination that such Acquisition Proposal is a Superior Proposal and has determined to accept such Superior Proposal5.04(b).