Common use of Limitation on Discussion with Others Clause in Contracts

Limitation on Discussion with Others. (a) HPBC shall not, and shall not authorize or permit any of its affiliates, officers, directors, employees, agents, or advisors to, directly or indirectly, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider an Acquisition Proposal of any other Person. In addition, HPBC agrees to immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations with any other Person with respect to any Acquisition Proposal. Furthermore, if HPBC or any of its affiliates, officers, directors, employees, agents, or advisors receives any communication regarding an Acquisition Proposal between the date hereof and the Closing Date, then HPBC shall immediately notify BNC of the receipt of such Acquisition Proposal. (b) Notwithstanding the foregoing, prior to the Requisite HPBC Shareholder Approval, HPBC shall be permitted to furnish nonpublic information regarding HPBC to, or enter into a confidentiality agreement or discussions or negotiations with, any Person in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person if: (i) the Acquisition Proposal did not result from a breach of this Section 4.18; (ii) HPBC’s board of directors determines in good faith, after consultation with HPBC’s financial advisor and outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) HPBC’s board of directors determines in good faith, after consultation with HPBC’s outside counsel, that a failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of the members of the HPBC board of directors; (1) HPBC gives BNC prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any Acquisition Proposal by HPBC or any of its directors, officers, employees, representatives, agents or advisors (which notice shall include the identity of such person or group and the material terms and conditions of any proposals or offers, including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and (y) of HPBC’s furnishing nonpublic information to, or entering into discussions or negotiations with, such person or group, and (2) HPBC receives from such person or group an executed confidentiality agreement containing terms no less favorable to HPBC than the terms of the Mutual Confidentiality Agreement entered into between HPBC and BNC and dated as of September 25, 2015; and (v) contemporaneously with, or promptly after, furnishing any such nonpublic information to such person or group, HPBC furnishes such nonpublic information to BNC (to the extent such nonpublic information has not been previously furnished by HPBC to BNC). (c) In addition to the foregoing, HPBC shall keep BNC reasonably informed on a prompt basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof and any change in HPBC’s intentions with respect to the transactions contemplated hereby.

Limitation on Discussion with Others. (a) HPBC Except as set forth in Section 4.19(b) below, Seller shall not, and shall not authorize or permit any of its affiliates, officers, directors, employees, agents, or advisors to, directly or indirectly, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider an Acquisition Proposal of any other Person. In addition, HPBC Seller agrees to immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations with any other Person with respect to any Acquisition Proposal. Furthermore, if HPBC Seller or any of its affiliates, officers, directors, employees, agents, or advisors receives any communication regarding an Acquisition Proposal between the date hereof and the Closing Date, then HPBC Seller shall immediately notify BNC Buyer of the receipt of such Acquisition Proposal. (b) Notwithstanding the foregoing, prior to the Requisite HPBC Seller Shareholder Approval, HPBC Seller shall be permitted to furnish nonpublic information regarding HPBC Seller to, or enter into a confidentiality agreement or discussions or negotiations with, any Person in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person if: (i) the Acquisition Proposal did not result from a breach of this Section 4.184.19; (ii) HPBCSeller’s board of directors determines in good faith, after consultation with HPBCSeller’s financial advisor advisors and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) HPBCSeller’s board of directors determines in good faith, after consultation with HPBCSeller’s outside counsel, that a failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of the members of the HPBC Seller board of directors; (1A) HPBC Seller gives BNC Buyer prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any Acquisition Proposal by HPBC Seller or any of its directors, officers, employees, representatives, agents or advisors (which notice shall include the identity of such person or group and the material terms and conditions of any proposals or offers, including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and (y) of HPBCSeller’s furnishing nonpublic information to, or entering into discussions or negotiations with, such person or group, and (2B) HPBC Seller receives from such person or group an executed confidentiality agreement containing terms no less favorable to HPBC Seller than the terms of the Mutual Confidentiality Agreement confidentiality agreement entered into between HPBC Seller and BNC Buyer and dated as of September 25February 1, 20152017; and (v) contemporaneously with, or promptly after, furnishing any such nonpublic information to such person or group, HPBC Seller furnishes such nonpublic information to BNC Buyer (to the extent such nonpublic information has not been previously furnished by HPBC Seller to BNCBuyer). (c) In addition to the foregoing, HPBC Seller shall keep BNC Buyer reasonably informed on a prompt basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof and any change in HPBCSeller’s intentions with respect to the transactions contemplated hereby.

Limitation on Discussion with Others. (a) HPBC Seller shall not, and shall not authorize or permit any of its affiliates, officers, directors, employees, agents, or advisors to, directly or indirectly, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider an Acquisition Proposal of any other Person. In addition, HPBC Seller agrees to immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations with any other Person with respect to any Acquisition Proposal. Furthermore, if HPBC Seller or any of its affiliates, officers, directors, employees, agents, or advisors receives any communication regarding an Acquisition Proposal between the date hereof and the Closing Date, then HPBC Seller shall immediately notify BNC Buyer of the receipt of such Acquisition Proposal. (b) Notwithstanding the foregoing, prior to the Requisite HPBC Seller Shareholder Approval, HPBC Seller shall be permitted to furnish nonpublic information regarding HPBC Seller to, or enter into a confidentiality agreement or discussions or negotiations with, any Person in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person if: (i) the Acquisition Proposal did not result from a breach of this Section 4.184.19; (ii) HPBCSeller’s board of directors determines in good faith, after consultation with HPBCSeller’s financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) HPBCSeller’s board of directors determines in good faith, after consultation with HPBCSeller’s outside counsel, that a failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of the members of the HPBC Seller board of directors; (1A) HPBC Seller gives BNC Buyer prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any Acquisition Proposal by HPBC Seller or any of its directors, officers, employees, representatives, agents or advisors (which notice shall include the identity of such person or group and the material terms and conditions of any proposals or offers, including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and (y) of HPBCSeller’s furnishing nonpublic information to, or entering into discussions or negotiations with, such person or group, and (2B) HPBC Seller receives from such person or group an executed confidentiality agreement containing terms no less favorable to HPBC Seller than the terms of the Mutual Confidentiality Agreement confidentiality agreement entered into between HPBC Seller and BNC Buyer and dated as of September 25April 20, 20152017 (the “NDA”); and (v) contemporaneously with, or promptly after, furnishing any such nonpublic information to such person or group, HPBC Seller furnishes such nonpublic information to BNC Buyer (to the extent such nonpublic information has not been previously furnished by HPBC Seller to BNCBuyer). (c) In addition to the foregoing, HPBC Seller shall keep BNC Buyer reasonably informed on a prompt basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof and any change in HPBCSeller’s intentions with respect to the transactions contemplated hereby.

Limitation on Discussion with Others. (a) HPBC Except as set forth in this subsection, Southcoast shall not, and shall not authorize or permit any of its affiliates, officers, directors, employees, agents, or advisors to, directly or indirectly, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider an Acquisition Proposal (defined below) of any other Person. In addition, HPBC Southcoast agrees to immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations with any other Person with respect to any Acquisition Proposal. Furthermore, if HPBC Southcoast or any of its affiliates, officers, directors, employees, agents, or advisors receives any communication regarding an Acquisition Proposal between the date hereof and the Closing Date, then HPBC Southcoast shall immediately notify BNC of the receipt of such Acquisition Proposal. (b) . Notwithstanding the foregoing, prior to the Requisite HPBC Shareholder Approvalrequisite Southcoast shareholder approval, HPBC this Section 4.18 shall be permitted to furnish not prohibit Southcoast from furnishing nonpublic information regarding HPBC Southcoast to, or enter entering into a confidentiality agreement or discussions or negotiations with, any Person person or group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person person or group if: : (iA) the Acquisition Proposal did not result from a breach of this Section 4.18; 4.18 by Southcoast or any representative or affiliate thereof; (iiB) HPBCSouthcoast’s board of directors determines shall have determined in good faith, after consultation with HPBC’s its financial advisor advisors and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; superior proposal; (iiiC) HPBCSouthcoast’s board of directors determines concludes in good faith, after consultation with HPBC’s its outside counsel, that a the failure to take such action would be reasonably likely to result in a breach of the inconsistent with its fiduciary duties of the members of the HPBC board of directors;to Southcoast and its shareholders under applicable law; (D) (1) HPBC Southcoast gives BNC prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any Acquisition Proposal by HPBC Southcoast’s or any of its directors, officers, employees, representatives, agents or advisors receipt of any Acquisition Proposal (which notice shall include the identity of such person or group and the material terms and conditions of any proposals or offers, including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and (y) of HPBC’s furnishing nonpublic information to, or entering into discussions or negotiations with, such person or group, and (2) HPBC receives from such person or group an executed confidentiality agreement containing terms no less favorable to HPBC than the terms of the Mutual Confidentiality Agreement entered into between HPBC and BNC and dated as of September 25, 2015; and (v) contemporaneously with, or promptly after, furnishing any such nonpublic information to such person or group, HPBC furnishes such nonpublic information to BNC (to the extent such nonpublic information has not been previously furnished by HPBC to BNC). (c) In addition to the foregoing, HPBC shall keep BNC reasonably informed on a prompt basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof and any change in HPBC’s intentions with respect to the transactions contemplated hereby.or

Limitation on Discussion with Others. (a) HPBC Except as set forth in this subsection, AEB shall not, and shall not authorize or permit any of its affiliates, officers, directors, employees, agents, or advisors to, directly or indirectly, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider an Acquisition Proposal (defined below) of any other Person. In addition, HPBC AEB agrees to immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations with any other Person with respect to any Acquisition Proposal. Furthermore, if HPBC AEB or any of its affiliates, officers, directors, employees, agents, or advisors receives any communication regarding an Acquisition Proposal between the date hereof and the Closing Date, then HPBC AEB shall immediately notify BNC Fidelity of the receipt of such Acquisition Proposal. (b) . Notwithstanding the foregoing, prior to the Requisite HPBC Shareholder Approvalrequisite AEB shareholder approval, HPBC this Section 4.17 shall be permitted to furnish not prohibit AEB from furnishing nonpublic information regarding HPBC AEB to, or enter entering into a confidentiality agreement or discussions or negotiations with, any Person person or group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person person or group if: : (iA) the Acquisition Proposal did not result from a breach of this Section 4.18; 4.17 by AEB or any representative or affiliate thereof; (iiB) HPBCAEB’s board of directors determines shall have determined in good faith, after consultation with HPBC’s its financial advisor advisors and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; superior proposal; (iiiC) HPBCAEB’s board of directors determines concludes in good faith, after consultation with HPBC’s its outside counsel, that a the failure to take such action would be reasonably likely to result in a breach of the inconsistent with its fiduciary duties of the members of the HPBC board of directors;to AEB and its shareholders under applicable law; (D) (1) HPBC AEB gives BNC Fidelity prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any Acquisition Proposal by HPBC AEB’s or any of its directors, officers, employees, representatives, agents or advisors receipt of any Acquisition Proposal (which notice shall include the identity of such person or group and the material terms and conditions of any proposals or offers, offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and (y) of HPBCAEB’s furnishing nonpublic information to, or entering into discussions or negotiations with, such person or group, and (2) HPBC AEB receives from such person or group an executed confidentiality agreement containing terms no less favorable to HPBC AEB than the confidentiality terms of the Mutual Confidentiality Agreement non-disclosure agreement entered into between HPBC by AEB and BNC and Fidelity dated as of September 25July 14, 2015; and , and (vE) contemporaneously with, or promptly after, furnishing any such nonpublic information to such person or group, HPBC AEB furnishes such nonpublic information to BNC Fidelity (to the extent such nonpublic information has not been previously furnished by HPBC AEB to BNCFidelity). (c) . In addition to the foregoing, HPBC AEB shall keep BNC Fidelity reasonably informed on a prompt basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof and any change in HPBCAEB’s intentions with respect to the transactions contemplated hereby. (b) The term “Acquisition Proposal” means (a) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction, involving AEB or any of its subsidiaries; and (b) any acquisition by any Person resulting in, or proposal or offer, which, if consummated, would result in, any Person becoming the beneficial owner, directly or indirectly, of more than ten percent (10%) of the total voting power of any class of equity securities of AEB or any of its subsidiaries, or ten percent (10%) or more of the consolidated total assets of AEB, in each case, other than the transactions contemplated by this Agreement.