Inconsistent Activities. During the period from the date of this Agreement to the Closing, CVS and the Purchaser shall not, and shall not authorize or permit any of their Subsidiaries, or any of their respective officers, directors, employees, agents or representatives to, propose, announce or enter into any transaction that could reasonably be expected to have a Purchaser Effect or to materially adversely affect the Purchaser’s ability to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities as are necessary for the consummation of the transactions contemplated hereby and to fulfill the conditions thereto.
Inconsistent Activities. Unless and until this Agreement is terminated pursuant to Section 9.1, the Company will not directly or indirectly solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Purchaser) relating to any transaction involving the sale of the Business or the Purchased Assets, or any merger, consolidation, business combination or similar transaction involving the Business (each a “Proposed Acquisition Transaction”). The Company will immediately notify Purchaser if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested with respect to any Proposed Acquisition Transaction and notify Purchaser of the terms of any proposal which it or its Affiliates, if any, may receive in respect of any such Proposed Acquisition Transaction, including without limitation the identity of the prospective purchaser or soliciting party.
Inconsistent Activities. Unless and until the Holding Company Merger has been consummated or this Agreement has been terminated in accordance with its terms, neither the Company nor the Bank will (a) solicit or encourage, directly or indirectly, any inquiries or proposals to acquire more than 1 percent of the Company Common Stock or any capital stock of the Bank or any significant portion the assets of either of them (whether by tender offer, merger, purchase of assets, or other transactions of any type); (b) afford any third party which may be considering any such transaction access to its properties, books or records except as required by mandatory provisions of law; (c) enter into any discussions or negotiations for, or enter into any agreement or understanding which provides for, any such transaction, or (d) authorize or permit any of its directors, officers, employees or agents to do or permit any of the foregoing. If the Company or the Bank becomes aware of any offer or proposed offer to acquire any shares of its capital stock or any significant portion of its assets (regardless of the form of the proposed transaction) or of any other matter which could adversely affect this Agreement, the Holding Company Merger, or the Bank Merger, the Company and the Bank shall immediately give notice thereof to Zions Bancorp.
8. Representations and Warranties of Zions Bancorp, Val Cor, and Valley. Zions Bancorp (with respect to itself, Val Cor, and Valley), Val Cor (with respect to itself and Valley), and Valley (solely with respect to itself) each represent and warrant to the Company and the Bank as follows:
Inconsistent Activities. (a) Subject to subsection (b) of this section 7.10, unless and until the Merger has been consummated or this Agreement has been terminated in accordance with its terms, neither LABN nor LA Bank will (a) solicit or encourage, directly or indirectly, any inquiries or proposals (each an "Alternative Proposal") to acquire more than 1 percent of the LABN Common Stock or any capital stock of LA Bank or any significant portion of the assets of either of them (whether by tender offer, merger, purchase of assets, or other transactions of any type) (each an "Alternative Transaction"); (b) afford any third party which may be considering an Alternative Proposal or Alternative Transaction access to its properties, books or records except as required by mandatory provisions of law; (c) enter into any discussions or negotiations for, or enter into any agreement or understanding which provides for, any Alternative Transaction, or (d) authorize or permit any of its directors, officers, employees or agents to do or permit any of the foregoing. If LABN or LA Bank becomes aware of any Alternative Proposal or of any other matter which could adversely affect this Agreement or the Merger, LABN and LA Bank shall immediately give notice thereof to NBTB.
(b) Nothing contained in subsection (a) of this section 7.10 shall prohibit the board of directors of LABN from furnishing information to or entering into discussions or negotiations with any person that makes an unsolicited bona fide Alternative Proposal if, and only to the extent that, (i) the board of directors of the Company, based upon the advice of Saul, Ewing, Xxxxxx & Xxxx LLP, determines in good faith that such action is required for the board of directors to comply with its fiduciary duties to stockholders imposed by law, (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, LABN provides written notice to NBTB to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person, and (iii) LABN keeps NBTB informed of the status and all material information with respect to any such discussions or negotiations.
(c) Nothing in subsection (b) of this section 7.10 shall (i) permit LABN to terminate this Agreement (except as specifically provided in section 11.1 or 11.2 of this Agreement), (ii) permit LABN or LA Bank to enter into any agreement with respect to an Alternative Transaction for as long as this Agreement remains in ...
Inconsistent Activities. From the date of this Agreement, unless and until this Agreement has been terminated in accordance with Section 10.1, SSLIC shall not (i) solicit, directly or indirectly, any offer to acquire any of the SSLIC Common, or all or substantially all of the assets of any of SSLIC, whether by merger, purchase of assets, tender offer, or otherwise; or (ii) enter into any negotiations or agreements which contemplate the merger of SSLIC or the sale of any of the SSLIC Common, or all or substantially all of the assets of SSLIC to any person other than Security National Life. Nothing contained in this Section shall prohibit the management of SSLIC from advising its shareholders of any bona fide offer communicated to such management.
Inconsistent Activities. Unless and until this Agreement has been terminated pursuant to Section 12 hereof, XXXXX shall not, nor shall XXXXX permit any of its officers, directors, representatives, agents or affiliates to, solicit, encourage, initiate or participate in any negotiations or discussions with respect to any offer or proposal to acquire any significant component of XXXXX’x rights relating to the Acquired Assets, Licensed Product or Prototypes, with any party other than PHMD or its designees.
Inconsistent Activities. Each Loan Party will not, and will not permit any of its Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached in any material respect by the performance by Parent or its Subsidiaries of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Parent or any other Loan Party from granting to Collateral Agent and the Lenders a Lien on any of its assets to secure the Obligations or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party or any Subsidiary to (i) pay dividends or make other distributions to any other Loan Party or any Subsidiary, or pay any Indebtedness owed to Parent or any of its Subsidiaries, (ii) make loans or advances to Parent or any of its Subsidiaries or (iii) transfer any of its assets or properties to Parent or any of its Subsidiaries other than (A) restrictions or conditions imposed by the Loan Documents and any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) customary provisions contained in an agreement relating to any sale or disposition permitted hereunder pending such sale or disposition and pertaining to the subject of such sale or disposition, (D) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of Parent or any of its Subsidiaries pending such sale, (E) customary provisions in joint venture agreements restricting the assignment thereof or encumbrances on the assets thereof, (F) restrictions on cash deposits held and imposed by customers under contracts entered into in the ordinary course of business, and (G) restrictions contained in the ABL Credit Agreement (or any Loan Document (as defined therein)).
Inconsistent Activities. Unless and until the Holding Company Merger has been consummated or this Agreement has been terminated in accordance with its terms, neither CNB nor CNB Bank will authorize or permit any of its officers, directors, employees or agents to directly or indirectly solicit, initiate or encourage any inquiries relating to, or the making of any proposal which constitutes, an Alternative Proposal, or recommend or endorse any Alternative Proposal, or (except as permitted in clause (i) or clause (ii) below or the proviso that follows them) otherwise facilitate any effort or attempt to make or implement an Alternative Proposal, or, except to the extent its Board of Directors determines to be legally required for the discharge of its fiduciary duties (i) participate in any discussions or negotiations, or (ii) provide third parties with any nonpublic information, relating to any such inquiry or proposal; provided, however, that CNB may communicate information about any such Alternative Proposal to its shareholders if, in the judgment of CNB's Board of Directors, after consultation with outside counsel, such communication is necessary in order to comply with its fiduciary duties to CNB's shareholders required under applicable law. CNB will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken herein. CNB will notify NBT promptly if any such inquiries or Alternative Proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, CNB, and CNB will promptly inform NBT in writing of all of the relevant details with respect to the foregoing.
Inconsistent Activities. Unless and until the earlier to occur of (i) the termination of this Agreement in accordance with Article IX hereof or (ii) June 30, 2000, neither the Company nor either Shareholder shall (a) solicit, directly or indirectly, any offer to acquire the Company, whether by merger, purchase of stock, purchase of assets or otherwise or (b) enter into any negotiations or agreements that contemplate the merger or sale of the Company or of all or a substantial part of the assets of the Company to any person other than Computone or the Sub."
Inconsistent Activities. Unless and until the Merger has been consummated or this Agreement has been terminated in accordance with its terms, neither the Company nor SS Bank will (a) solicit or encourage, directly or indirectly, any inquiries or proposals to acquire more than 1 percent of the Company Common Stock or any capital stock of SS Bank or any significant portion the assets of either of them (whether by tender offer, merger, purchase of assets or other transactions of any type); (b) afford any third party which may be considering any such transaction access to its properties, books or records except as required by mandatory provisions of law; (c) enter into any discussions or negotiations for, or enter into any agreement or understanding which provides for, any such transaction, or (d) authorize or permit any of its directors, officers, employees or agents to do or permit any of the foregoing. If the Company or SS Bank becomes aware of any offer or proposed offer to acquire any shares of its capital stock or any significant portion of its assets (regardless of the form of the proposed transaction) or of any other matter which could adversely affect this Agreement, the Merger, or the Bank Merger, the Company and SS Bank shall immediately give notice thereof to Zions Bancorp.
