Common use of NEGOTIATION WITH OTHERS; DISPOSITION AND VOTING OF SECURITIES Clause in Contracts

NEGOTIATION WITH OTHERS; DISPOSITION AND VOTING OF SECURITIES. (a) During the Transition Period (the "Exclusive Period"), the Company and the Shareholders shall deal exclusively with Parent and Acquisition Sub regarding the acquisition of or investment in the Company, whether by way of merger, purchase of capital stock, purchase of assets or otherwise (a "Potential Transaction") and, without the prior written consent of Parent or Acquisition Sub, neither the Company nor any Shareholder shall, and the Shareholders' Representative and the Trustee shall cause the Company not to, directly or indirectly, (i) solicit, initiate discussions with or engage in negotiations with any Person (whether such negotiations are initiated by the Company or any Shareholder or otherwise), other than Parent or Acquisition Sub or a party designated by Parent or Acquisition Sub, relating to a Potential Transaction, (ii) provide information or documentation with respect to the Company or the Subject Business to any Person, other than Parent and Acquisition Sub or a party designated by Parent or Acquisition Sub, relating to a Potential Transaction or (iii) enter into an agreement with any Person, other than Parent or Acquisition Sub, providing for any Potential Transaction. If the Company or any Shareholder receives an unsolicited inquiry, offer or proposal relating to any of the above, the Company or such Shareholder shall immediately notify Parent and Acquisition Sub thereof. The Company and the Shareholders represent to Parent and Acquisition Sub that they are not bound to negotiate a Potential Transaction with any other Person and that their execution of this Agreement does not violate any agreement to which any of them are bound or to which any of the assets of the Company are subject. (b) From and after the date hereof, each Shareholder shall, as to himself or itself: (i) without the prior written consent of Acquisition Sub, refrain from transferring, selling or assigning to any Person, or agreeing in any manner to transfer, sell or assign to any Person, or pledge, encumber, deposit in a voting trust or grant a proxy with respect to, any securities of the Company presently or hereafter owned or controlled by him or it; PROVIDED, HOWEVER, that nothing contained in this subparagraph (i) shall prohibit the Trustee from performing its duties under the ESOP in the ordinary course of business and in accordance with the ESOP plan and trust documents, the ESOP Loan Agreement, the Pledge and Proxy Agreement, the Code and ERISA; and (ii) vote the shares of capital stock of the Company presently or hereafter owned or controlled by such Shareholder against any merger (other than the Merger), consolidation, sale of assets, reorganization, recapitalization, liquidation or winding up of the Company at every meeting of shareholders of the Company called therefor and at every adjournment thereof (or withhold consent in writing to any such action proposed to be taken by written consent in lieu of a meeting); PROVIDED, HOWEVER, that nothing contained in this subparagraph (ii) shall prevent the Trustee from voting the ESOP Shares in the manner that the Trustee, in its sole discretion, determines is necessary under the requirements of ERISA and the Code. (c) The parties recognize and acknowledge that a breach by the Company or any Shareholder of this Section 7.8 will cause irreparable and material loss and damage to Parent and Acquisition Sub as to which it will not have an adequate remedy at law or in damages. Accordingly, each party acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach.

NEGOTIATION WITH OTHERS; DISPOSITION AND VOTING OF SECURITIES. (a) __During the Transition Period period from the date hereof to the earlier of the Closing or the termination of this Agreement pursuant to Section 6.1 (the "Exclusive PeriodEXCLUSIVE PERIOD"), the Company and the Shareholders Shareholder Parties shall deal exclusively with the Parent and Acquisition Merger Sub regarding the acquisition of or investment in the Company, whether by way of merger, purchase of capital stock, purchase of assets or otherwise (a "Potential TransactionPOTENTIAL TRANSACTION") and, without the prior written consent of Parent or Acquisition Subthe Parent, neither the Company nor any Shareholder Party shall, and the Shareholders' Representative and the Trustee shall cause the Company not to, directly or indirectly, (i) solicit, initiate discussions with or engage in negotiations with any Person (whether such negotiations are initiated by the Company or any Shareholder Party or otherwise), other than the Parent or Acquisition Sub and its Affiliates or a party designated by Parent or Acquisition Subthe Parent, relating to a Potential Transaction, (ii) provide information or documentation with respect to the Company Company, any Subsidiary or the Subject Business to any Person, other than the Parent and Acquisition Sub its Affiliates or a party designated by Parent or Acquisition Subthe Parent, relating to a Potential Transaction or (iii) enter into an agreement with any Person, other than Parent the Parent, Merger Sub or Acquisition Subany Affiliate thereof, providing for any Potential Transaction. If the Company or any Shareholder receives an unsolicited inquiry, offer or proposal relating to any of the above, the Company or such Shareholder shall immediately notify Parent and Acquisition Sub thereof. The Company and the Shareholders Shareholder Parties represent to the Parent and Acquisition Sub that they are not legally bound to negotiate or enter into a Potential Transaction with any person other Person and that their execution of this Agreement does not violate any agreement to which any of them are bound or to which any of than the assets of the Company are subjectParent. (b) From and after __During the date hereofExclusive Period, each Shareholder Party shall, as to himself himself, herself or itself, and the Company, except as contemplated by this Agreement, shall: (i) without the prior written consent of Acquisition Subthe Parent, refrain from transferring, selling or assigning to any Person, or agreeing in any manner to transfer, sell or assign to any Person, or pledge, encumber, deposit in a voting trust or grant a proxy (other than for purposes of effectuating the transactions contemplated by this Agreement and the Related Documents and other than with respect to the granting of any proxy to, or entering into any voting trust with, any Principal Shareholder or in the normal course of corporate governance which is not intended to impede or delay the transactions contemplated by this Agreement) with respect to, any securities of the Company presently or hereafter owned or controlled by him him, her or it; PROVIDED, HOWEVER, that nothing contained in this subparagraph (i) shall prohibit the Trustee from performing its duties under the ESOP in the ordinary course of business and in accordance with the ESOP plan and trust documents, the ESOP Loan Agreement, the Pledge and Proxy Agreement, the Code and ERISA; and (ii) vote the shares of capital stock of the Company presently or hereafter owned or controlled by such Shareholder Party or the Company (or any other security which has voting rights) against any merger (other than the Merger), consolidation, sale of assets, reorganization, recapitalization, liquidation or winding up of the Company at every meeting of shareholders of the Company called therefor and at every adjournment thereof (or withhold consent in writing to any such action proposed to be taken by written consent in lieu of a meeting); PROVIDED, HOWEVER, that nothing contained in this subparagraph (ii) shall prevent the Trustee from voting the ESOP Shares in the manner that the Trustee, in its sole discretion, determines is necessary under the requirements of ERISA and the Code. (c) __The parties recognize and acknowledge that a breach by the Company or any Shareholder Party of this Section 7.8 4.16 will cause irreparable and material loss and damage to the Parent and Acquisition Merger Sub as to which it they will not have an adequate remedy at law or in damages. Accordingly, each party acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach.

NEGOTIATION WITH OTHERS; DISPOSITION AND VOTING OF SECURITIES. (a) During the Transition Period (the "Exclusive Period"), Holding, the Company Company, and the Shareholders shall deal exclusively with Parent and Acquisition Sub the Buyer regarding the acquisition of or investment in Holding or the Company, whether by way of merger, purchase of capital stock, purchase of assets or otherwise (a "Potential Transaction") and, without the prior written consent of Parent or Acquisition Subthe Buyer, neither Holding, the Company nor any Shareholder shall, and the Shareholders' Representative and the Trustee shall cause the Company not to, directly or indirectly, indirectly (i) solicit, initiate discussions with or engage in negotiations with any Person (whether such negotiations are initiated by Holding, the Company or any Shareholder or otherwise), other than Parent or Acquisition Sub the Buyer and its Affiliates or a party designated by Parent or Acquisition Subthe Buyer, relating to a Potential Transaction, (ii) provide information or documentation with respect to Holding, the Company or the Subject Business its business to any Person, other than Parent the Buyer and Acquisition Sub its Affiliates or a party designated by Parent or Acquisition Subthe Buyer, relating to a Potential Transaction or (iii) enter into an agreement with any Person, other than Parent the Buyer or Acquisition Subany Affiliate thereof, providing for any Potential Transaction. If Holding, the Company or any Shareholder receives an unsolicited inquiry, offer or proposal relating to any of the above, Holding, the Company or such Shareholder shall immediately notify Parent and Acquisition Sub the Buyer thereof. The Holding, the Company and the Shareholders represent to Parent and Acquisition Sub the Buyer that they are not bound to negotiate a Potential Transaction with any other Person and that their execution of this Agreement does not violate any agreement to which any of them are bound or to which any of the assets of Holding or the Company are subject. (b) From and after During the date hereofTransition Period, each Shareholder shallShareholder, as to himself himself, herself or itself, and Holding (with respect to the securities of the Company) shall: (i) without the prior written consent of Acquisition Subthe Buyer, refrain from transferring, selling or assigning to any Person, or agreeing in any manner to transfer, sell or assign to any Person, or pledge, encumber, deposit in a voting trust or grant a proxy with respect to, any securities of Holding or the Company presently or hereafter owned or controlled by him him, her or it; PROVIDED, HOWEVER, that nothing contained in this subparagraph (i) shall prohibit the Trustee from performing its duties under the ESOP in the ordinary course of business and in accordance with the ESOP plan and trust documents, the ESOP Loan Agreement, the Pledge and Proxy Agreement, the Code and ERISA; and (ii) vote the shares of capital stock of Holding and the Company presently or hereafter owned or controlled by such Shareholder (or any other security which has voting rights) against any merger (other than the Merger)merger, consolidation, sale of assets, reorganization, recapitalization, liquidation or winding up of Holding or the Company at every meeting of shareholders of Holding or the Company called therefor and at every adjournment thereof (or withhold consent in writing to any such action proposed to be taken by written consent in lieu of a meeting); PROVIDED, HOWEVER, that nothing contained in this subparagraph (ii) shall prevent the Trustee from voting the ESOP Shares in the manner that the Trustee, in its sole discretion, determines is necessary under the requirements of ERISA and the Code. (c) The parties recognize and acknowledge that a breach by Holding, the Company or any Shareholder of this Section 7.8 6.8 will cause irreparable and material loss and damage to Parent and Acquisition Sub the Buyer as to which it they will not have an adequate remedy at law or in damages. Accordingly, each party acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach.

NEGOTIATION WITH OTHERS; DISPOSITION AND VOTING OF SECURITIES. (a) During the Transition Period (the "Exclusive Period"), the Company and the Shareholders shall deal exclusively with Parent the Purchaser and Acquisition Sub regarding the acquisition of or investment in the Company, whether by way of merger, purchase of capital stock, purchase of assets or otherwise (a "Potential TransactionPOTENTIAL TRANSACTION") and, without the prior written consent of Parent or the Purchaser and Acquisition Sub, neither the Company nor any Shareholder the Shareholders shall, and the Shareholders' Representative and the Trustee shall cause the Company not to, directly or indirectly, (i) solicit, initiate discussions with or engage in negotiations with any Person (whether such negotiations are initiated by the Company or any Shareholder Company, the Shareholders or otherwise), other than Parent or the Purchaser, Acquisition Sub and its Affiliates or a party designated by Parent or the Purchaser and Acquisition Sub, relating to a Potential Transaction, (ii) provide information or documentation with respect to the Company or the Subject Business Business, to any Person, other than Parent and the Purchaser, Acquisition Sub or a party designated by Parent or the Purchaser and Acquisition Sub, relating to a Potential Transaction or (iii) enter into an agreement with any Person, other than Parent the Purchaser, Acquisition Sub or Acquisition Subany Affiliate thereof, providing for any Potential Transaction. If the Company or any Shareholder receives an unsolicited inquiry, offer or proposal relating to any of the above, the Company or such Shareholder shall immediately notify Parent the Purchaser and Acquisition Sub thereof. The Company , including information as to the content and the Shareholders represent to Parent and Acquisition Sub that they are not bound to negotiate a Potential Transaction with any other Person and that their execution terms of this Agreement does not violate any agreement to which any of them are bound or to which any of the assets of the Company are subjectsuch proposal. (b) From and after During the date hereofTransition Period, each Shareholder shallShareholder, as to himself or itself, shall: (i) without the prior written consent of the Purchaser and Acquisition Sub, refrain from transferring, selling or assigning to any Person, or agreeing in any manner to transfer, sell or assign to any Person, or pledge, encumber, deposit in a voting trust or -38- grant a proxy with respect to, any securities of the Company presently or hereafter owned or controlled by him him, her or it; PROVIDED; (ii) refrain from soliciting or entering into any agreement or arrangement with any Person with respect to any transfer, HOWEVER, that nothing contained in this subparagraph (i) shall prohibit sale or assignment of any securities of the Trustee from performing its duties under Company other than with respect to the ESOP in the ordinary course of business and in accordance with the ESOP plan and trust documents, the ESOP Loan Agreement, the Pledge and Proxy Agreement, the Code and ERISAtransactions contemplated hereby; and (iiiii) other than with respect to the transactions contemplated hereby, vote the shares of capital stock of the Company presently or hereafter owned or controlled by such Shareholder against any merger (other than the Merger)merger, consolidation, sale of assets, reorganization, recapitalization, liquidation or winding up of the Company at every meeting of shareholders Shareholders of the Company called therefor and at every adjournment thereof (or withhold consent in writing to any such action proposed to be taken by written consent in lieu of a meeting); PROVIDED, HOWEVER, that nothing contained in this subparagraph (ii) shall prevent the Trustee from voting the ESOP Shares in the manner that the Trustee, in its sole discretion, determines is necessary under the requirements of ERISA and the Code. (c) The parties recognize and acknowledge that a breach by the Company or any Shareholder of this Section 7.8 SECTION 8.8 will cause irreparable and material loss and damage to Parent the Purchaser and Acquisition Sub as to which it will not have an adequate remedy at law or in damages. Accordingly, each party acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach; PROVIDED, HOWEVER; that the remedies provided for herein shall be cumulative and shall not preclude Purchaser and the Acquisition Sub from seeking any other remedies against the Company.