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

Failure to Recommend; Third-Party Acquisition Transaction; Etc. (i) By BHB, if (A) LSBG shall have materially breached its obligations under Section 5.11, (B) the LSBG Board shall have failed to make its recommendation referred to in Section 5.04(b), withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of BHB, (C) the LSBG Board shall have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 BHB or a Subsidiary of BHB or (D) LSBG shall have materially breached its obligations under Section 5.04(b) by failing to call, give notice of, convene and hold the LSBG Meeting in accordance with Section 5.04(b).

Failure to Recommend; Third-Party Acquisition Transaction; Etc. (i) By BHBWFD, if (A) LSBG CBNK shall have materially breached its obligations under Section 5.11, (B) the LSBG CBNK Board shall have failed to make its recommendation referred to in Section 5.04(b), withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of BHBWFD, (C) the LSBG CBNK Board shall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 BHB WFD or a Subsidiary of BHB WFD or (D) LSBG CBNK shall have materially breached its obligations under Section 5.04(b) by failing to call, give notice of, convene and hold the LSBG CBNK Meeting in accordance with Section 5.04(b), and, in each case, an Acquisition Proposal shall have been publically announced or otherwise communicated to CBNK.

Failure to Recommend; Third-Party Acquisition Transaction; Etc. By SBBX or EBNJ, if (i) By BHB, if (A) LSBG EBNJ shall have materially breached its obligations under Section 5.11, (Bii) the LSBG EBNJ Board shall have failed to make its recommendation referred to in Section 5.04(b)5.04, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of BHBSBBX, (Ciii) the LSBG EBNJ Board shall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 BHB SBBX or a Subsidiary of BHB SBBX or (Div) LSBG EBNJ shall have materially breached its obligations under Section 5.04(b) 5.04 by failing to call, give notice of, convene and hold the LSBG EBNJ Meeting in accordance with Section 5.04(b)5.04.

Failure to Recommend; Third-Party Acquisition Transaction; Etc. (i) By BHBSBBX, if (A) LSBG CBBC shall have materially breached its obligations under Section 5.11, (B) the LSBG CBBC Board shall have failed to make its recommendation referred to in Section 5.04(b5.04(a), withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of BHBSBBX, (C) the LSBG 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 BHB SBBX or a Subsidiary of BHB SBBX or (D) LSBG CBBC shall have materially breached its obligations under Section 5.04(b5.04(a) by failing to call, give notice of, convene and hold the LSBG CBBC Meeting in accordance with Section 5.04(b5.04(a).