Common use of Merger or Solicitation Clause in Contracts

Merger or Solicitation. (i) Subject to the continuing fiduciary duty of the Board of Directors of VCB to its shareholders, prior to the Effective Time of the Merger, VCB shall not effect or agree to effect or enter into a transaction or series of transactions with one or more third persons, groups or entities providing for the acquisition of all or a substantial part of VCB or its subsidiaries, whether by way of merger, exchange of stock, sale of assets, or otherwise (“Business Combination”), acquire or agree to acquire any of its own capital stock or the capital stock or asset (except in a fiduciary capacity or in the Ordinary Course of Business) of any other entity, or commence any proceedings for winding up and dissolution affecting either of them. (ii) Subject to the continuing fiduciary duty of the Board of Directors of VCB to its shareholders, prior to the Effective Time of the Merger, neither VCB nor any of its officers, directors or affiliates, nor any investment banker, attorney, accountant or other agent, advisor or representative retained by VCB shall (a) solicit or encourage, directly or indirectly, any inquiries, discussions or proposals for, continue, propose or enter into discussions or negotiations looking toward, or enter into any agreement or understanding providing for, any Business Combination with any third party; or (b) disclose, directly or indirectly, any nonpublic information to any corporation, partnership, person or other entity or group concerning VCB’s business and properties or afford any such other party access to its properties, books or records or otherwise assist or encourage any such other party in connection with the foregoing, or (c) furnish or cause to be furnished any information concerning its business, financial condition, operations, properties or prospects to another person, having any actual or prospective role with respect to any such Business Combination. (iii) VCB shall notify FNB immediately of the details of any indication of interest of any person, corporation, firm, association or group to acquire by any means a controlling interest in VCB or to engage in any Business Combination with VCB. (iv) Notwithstanding anything to the contrary contained in this Agreement, in the event the Board of Directors of VCB receives a bona fide unsolicited offer for a Business Combination of VCB with another entity, and reasonably determines, upon advice of counsel, that as a result of such offer, any duty to act or to refrain from doing any act pursuant to this Agreement is inconsistent with the continuing fiduciary duties of the Board of Directors to its shareholders, subject to the provisions of this Agreement including, without limitation, payment of the termination fee specified in Section 10.5(b) and the rights accorded to FNB under Section 10.5(b) which shall remain in effect, such duty to act or to refrain from doing any act shall be excused and such failure to act or refrain from doing any act shall not (a) constitute the failure of any condition, breach of any covenant or otherwise constitute any breach of this Agreement, or (b) create any claim or cause of action asserting any liability against any member of the Board of Directors of VCB.

Merger or Solicitation. (i) Subject to the continuing fiduciary duty of the Board of Directors of VCB YCB to its shareholders, prior to the Effective Time of the Merger, VCB YCB shall not effect or agree to effect or enter into a transaction or series of transactions with one or more third persons, groups or entities providing for the acquisition of all or a substantial part of VCB YCB or its subsidiaries, whether by way of merger, exchange of stock, sale of assets, or otherwise (“"Business Combination”"), acquire or agree to acquire any of its own capital stock or the capital stock or asset (except in a fiduciary capacity or in the Ordinary Course of Business) of any other entity, or commence any proceedings for winding up and dissolution affecting either of them. (ii) Subject to the continuing fiduciary duty of the Board of Directors of VCB YCB to its shareholders, prior to the Effective Time of the Merger, neither VCB YCB nor any of its officers, directors or affiliates, nor any investment banker, attorney, accountant or other agent, advisor or representative retained by VCB YCB shall (a) solicit or encourage, directly or indirectly, any inquiries, discussions or proposals for, continue, propose or enter into discussions or negotiations looking toward, or enter into any agreement or understanding providing for, any Business Combination with any third party; or (b) disclose, directly or indirectly, any nonpublic information to any corporation, partnership, person or other entity or group concerning VCB’s YCB's business and properties or afford any such other party access to its properties, books or records or otherwise assist or encourage any such other party in connection with the foregoing, or (c) furnish or cause to be furnished any information concerning its business, financial condition, operations, properties or prospects to another person, having any actual or prospective role with respect to any such Business Combination. (iii) VCB YCB shall notify FNB NVBancorp immediately of the details of any indication of interest of any person, corporation, firm, association or group to acquire by any means a controlling interest in VCB YCB or to engage in any Business Combination with VCBYCB. (iv) Notwithstanding anything to the contrary contained in this Agreement, in the event the Board of Directors of VCB YCB receives a bona fide unsolicited offer for a Business Combination of VCB YCB with another entity, and reasonably determines, upon advice of counsel, that as a result of such offer, any duty to act or to refrain from doing any act pursuant to this Agreement is inconsistent with the continuing fiduciary duties of the Board of Directors to its shareholders, subject to the provisions of this Agreement including, without limitation, payment of the termination fee specified in Section 10.5(b12.e.(ii) and the rights accorded to FNB under Section 10.5(b) NVBancorp thereunder which shall remain in effect, such duty to act or to refrain from doing any act shall be excused and such failure to act or refrain from doing any act shall not (a) constitute the failure of any condition, breach of any covenant or otherwise constitute any breach of this Agreement, or (b) create any claim or cause of action asserting any liability against any member of the Board of Directors of VCBYCB.

Merger or Solicitation. (i) Subject to the continuing fiduciary duty of the Board of Directors of VCB ACB to its shareholders, prior to the Effective Time of the Merger, VCB ACB shall not effect or agree to effect or enter into a transaction or series of transactions with one or more third persons, groups or entities providing for the acquisition of all or a substantial part of VCB ACB or its subsidiaries, whether by way of merger, exchange of stock, sale of assets, or otherwise (“Business Combination”), acquire or agree to acquire any of its own capital stock or the capital stock or asset (except in a fiduciary capacity or in the Ordinary Course of BusinessBusiness (as defined hereinafter)) of any other entity, or commence any proceedings for winding up and dissolution affecting either of them. (ii) Subject to the continuing fiduciary duty of the Board of Directors of VCB ACB to its shareholders, prior to the Effective Time of the Merger, neither VCB ACB nor any of its officers, employees, directors or affiliates, nor any investment banker, attorney, accountant or other agent, advisor or representative retained by VCB ACB shall (a) solicit or encourage, directly or indirectly, any inquiries, discussions or proposals for, continue, propose or enter into discussions or negotiations looking toward, or enter into any agreement or understanding providing for, any Business Combination with any third party; or (b) disclose, directly or indirectly, any nonpublic information to any corporation, partnership, person or other entity or group concerning VCBACB’s business and properties or afford any such other party access to its properties, books or records or otherwise assist or encourage any such other party in connection with the foregoing, or (c) furnish or cause to be furnished any information concerning its business, financial condition, operations, properties or prospects to another person, having any actual or prospective role with respect to any such Business Combination. (iii) VCB ACB shall notify FNB immediately of the details of any indication of interest of any person, corporation, firm, association or group to acquire by any means a controlling interest in VCB ACB or to engage in any Business Combination with VCBACB. (iv) Notwithstanding anything to the contrary contained in this Agreement, in the event the Board of Directors of VCB ACB receives a bona fide unsolicited offer for a Business Combination of VCB ACB with another entity, and reasonably determines, upon advice of counsel, that as a result of such offer, any duty to act or to refrain from doing any act pursuant to this Agreement is inconsistent with the continuing fiduciary duties of the Board of Directors to its shareholders, subject to the provisions of this Agreement including, without limitation, payment of the termination fee specified in Section 10.5(b9.5(b) and the rights accorded to FNB under Section 10.5(b9.5(b) which shall remain in effect, such duty to act or to refrain from doing any act shall be excused and such failure to act or refrain from doing any act shall not (a) constitute the failure of any condition, breach of any covenant or otherwise constitute any breach of this Agreement, or (b) create any claim or cause of action asserting any liability against any member of the Board of Directors of VCBACB.

Merger or Solicitation. (i) Subject to the continuing fiduciary duty of the Board of Directors of VCB BNKA to its shareholders, prior to the Effective Time of the Merger, VCB BNKA shall not effect or agree to effect or enter into a transaction or series of transactions with one or more third persons, groups or entities providing for the acquisition of all or a substantial part of VCB BNKA or its subsidiaries, whether by way of merger, exchange of stock, sale of assets, or otherwise (“"Business Combination”"), acquire or agree to acquire any of its own capital stock or the capital stock or asset (except in a fiduciary capacity or in the Ordinary Course of Business) of any other entity, or commence any proceedings for winding up and dissolution affecting either of them. (ii) Subject to the continuing fiduciary duty of the Board of Directors of VCB BNKA to its shareholders, prior to the Effective Time of the Merger, neither VCB BNKA nor any of its officers, directors or affiliates, nor any investment banker, attorney, accountant or other agent, advisor or representative retained by VCB BNKA shall (a) solicit or encourage, directly or indirectly, any inquiries, discussions or proposals for, continue, propose or enter into discussions or negotiations looking toward, or enter into any agreement or understanding providing for, any Business Combination with any third party; or (b) disclose, directly or indirectly, any nonpublic information to any corporation, partnership, person or other entity or group concerning VCB’s BNKA's business and properties or afford any such other party access to its properties, books or records or otherwise assist or encourage any such other party in connection with the foregoing, or (c) furnish or cause to be furnished any information concerning its business, financial condition, operations, properties or prospects to another person, having any actual or prospective role with respect to any such Business Combination. (iii) VCB BNKA shall notify FNB AMRBK immediately of the details of any indication of interest of any person, corporation, firm, association or group to acquire by any means a controlling interest in VCB BNKA or to engage in any Business Combination with VCBBNKA. (iv) Notwithstanding anything to the contrary contained in this Agreement, in the event the Board of Directors of VCB BNKA receives a bona fide unsolicited offer for a Business Combination of VCB BNKA with another entity, and reasonably determines, upon advice of counsel, that as a result of such offer, any duty to act or to refrain from doing any act pursuant to this Agreement is inconsistent with the continuing fiduciary duties of the Board of Directors to its shareholders, subject to the provisions of this Agreement including, without limitation, payment of the termination fee specified in Section 10.5(b12.e.(ii) and the rights accorded to FNB under Section 10.5(b) AMRBK thereunder which shall remain in effect, such duty to act or to refrain from doing any act shall be excused and such failure to act or refrain from doing any act shall not (a) constitute the failure of any condition, breach of any covenant or otherwise constitute any breach of this Agreement, or (b) create any claim or cause of action asserting any liability against any member of the Board of Directors of VCBBNKA.