Negotiations with Other Parties. Neither Seller nor any other person on his behalf is presently conducting or contemplating negotiations with any other party regarding any acquisition, merger or similar transaction.
Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person or any group of Persons other than the other party to this Agreement or any of its affiliates (a “Potential Acquiror”) concerning any Acquisition Proposal (as defined in Section 6.8(c) of this Agreement) other than as expressly provided in this Agreement. Eastern will promptly inform ProAssurance of any serious, bona fide inquiry it may receive with respect to any Acquisition Proposal and shall furnish to ProAssurance a copy thereof.
(b) Nothing contained in this Agreement shall prohibit Eastern or its Board of Directors from making such disclosures to its shareholders as are required under the Securities Act or by the Nasdaq Global Market or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern from either furnishing information to, or entering into discussions or negotiations with, any Person or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders of Eastern an Acquisition Proposal from any Person or group of Persons, if the Board of Directors of Eastern determines in good faith that such action is appropriate in furtherance of the best interests of the corporation in accordance with the PBCL. In connection with any such determination, (i) Eastern shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such person, entity or group, (ii) Eastern will disclose to ProAssurance that it is furnishing information to, or entering into discussions or negotiations with, such Person or group of Persons, which disclosure shall describe the terms thereof (but need not identify the person, entity or group making the offer), (iii) prior to furnishing such information to such Person or group of Persons, Eastern shall enter into a written agreement with such Person or group of Persons which provides for, among other things, (A) the furnishing to Eastern of information regarding such Person or group of Persons that is relevant to its ability to finance and otherwise perform its obligations un...
Negotiations with Other Parties. So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, neither Pinnacle, on the one hand, nor IFC, on the other hand, shall authorize or knowingly permit any of its representatives, directly or indirectly, to entertain, solicit or encourage negotiations with any person or entity or any group of persons or entities other than the other party to this Agreement or any of its affiliates (a "Potential Acquiror") concerning any "Acquisition Proposal" (as hereinafter defined) other than pursuant to this Agreement. The preceding sentence shall not be construed to prohibit the Board of Directors of Pinnacle, on the one hand, or IFC, on the other hand, from providing, or authorizing or permitting their respective representatives to provide, to any person making an unsolicited Acquisition Proposal, any information that is public or published information or readily ascertainable from such information, or from discussing and considering any such unsolicited Acquisition Proposal if it is advised in writing by legal counsel that such actions are advisable under applicable law in order to discharge their fiduciary duties to stockholders. As used in this Agreement, "Acquisition Proposal" means any (i) proposal pursuant to which any corporation, partnership, person or other entity or group, other than Pinnacle or IFC, would acquire or participate in a merger or other business combination involving Pinnacle or any of the Pinnacle Bank Subsidiaries, on the one hand, or IFC or any of the IFC Bank Subsidiaries, on the other hand, directly or indirectly; (ii) proposal by which any corporation, partnership, person or other entity or group, other than Pinnacle or IFC, would acquire the right to vote 10% or more of the capital stock of Pinnacle or any of the Pinnacle Bank Subsidiaries, on the one hand, or IFC or any of the IFC Bank Subsidiaries, on the other hand, entitled to vote thereon for the election of directors; (iii) acquisition of 10% or more of the assets of Pinnacle or any of the Pinnacle Bank Subsidiaries, on the one hand, or IFC or any of the IFC Bank Subsidiaries, on the other hand, other than in the ordinary course of business; or (iv) acquisition in excess of 10% of the outstanding capital stock of Pinnacle or any of the Pinnacle Bank Subsidiaries, on the one hand, or IFC or any of the IFC Bank Subsidiaries, on the other hand, other than as contemplated by this Agreement.
Negotiations with Other Parties. (a) CorpBank shall not, nor shall it authorize or knowingly permit any of its representatives or CorpBank Subsidiaries, directly or indirectly, to, entertain, solicit or encourage or participate in any discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than Bancorp, CUB and their representatives) concerning any Acquisition Proposal (as hereinafter defined) other than the Acquisition Proposal set forth in this Agreement. CorpBank shall notify CUB immediately in the manner set forth in Section 9.3 if any such inquiry or Acquisition Proposal is received by CorpBank or any CorpBank Subsidiary, including the terms thereof. For purposes of this Agreement, "Acquisition Proposal" means any (i) proposal pursuant to which any corporation, partnership, person or other entity or group, other than Bancorp or CUB, would acquire or participate in a merger or other business combination involving CorpBank or any CorpBank Subsidiary; (ii) proposal by which any corporation, partnership, person or other entity or group, other than Bancorp or CUB, would acquire the right to vote 5% or more of the capital stock of CorpBank or any CorpBank Subsidiary entitled to vote thereon for the election of directors,
Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, the Company and the Members shall not authorize or knowingly permit any of their respective Affiliates, officers, employees, agents or representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person or any group of Persons other than Western (a “Potential Acquiror”) concerning any Acquisition Proposal. The Company and the Members will promptly inform Western of any serious, bona fide inquiry the Company or any Member may receive with respect to any Acquisition Proposal and shall furnish to Western a copy thereof.
(b) As used in this Agreement, “Acquisition Proposal” means (i) any proposal pursuant to which any Person or group of Persons, other than Western, would acquire or participate in a merger or other business combination involving the Company, directly or indirectly; (ii) any proposal by which any Person or group of Persons, other than Western, would acquire the right to vote 10% or more of the Securities or other equity interests of the Company; (iii) any acquisition of 10% or more of the assets of the Company; (iv) any acquisition in excess of 10% of the Securities or other equity interests of the Company other than as contemplated by this Agreement; or (v) any transaction similar to the foregoing.
Negotiations with Other Parties. BOS is not presently conducting negotiations with any other party regarding any acquisition, merger or similar transaction related to BOS.
Negotiations with Other Parties. DYM is not presently conducting negotiations with any other party regarding any acquisition, merger or similar transaction related to DYM.
Negotiations with Other Parties. Neither Arista nor Curcura will participate in any negotiations with any third party for the acquisition of all or any part of the equity or assets of Arista prior to the Closing or the termination of this Agreement pursuant to Section 11. Arista will report to the Nelsxx Xxxpanies any contacts or indications of interest from any third party with respect to such possible acquisition.
Negotiations with Other Parties. Neither RB Bancorp nor BRB shall authorize or knowingly permit any of its representatives to, nor shall either of them in any other manner, directly or indirectly, entertain, solicit or encourage, or participate in any discussions, except for oral responses to unsolicited inquiries, or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than a party hereto and its representatives) concerning any Acquisition Proposal (as hereinafter defined) other than the Acquisition Proposal set forth in this Agreement. RB Bancorp and BRB shall notify FP Bancorp immediately in the manner set forth in Paragraph 8.3 if any such inquiry or Acquisition Proposal is received by either of them, including the terms thereof. For purposes of this Agreement, "Acquisition Proposal" means any (i) proposal pursuant to which any corporation, partnership, person or other entity or group would acquire or participate in a merger or other business combination involving RB Bancorp or BRB; (ii) proposal by which any corporation, partnership, person or other entity or group would acquire the right to vote five percent or more of any class of the capital stock of RB Bancorp or BRB, other than acquisition of voting rights by persons designated
Negotiations with Other Parties. Seller is not presently conducting or contemplating negotiations with any other party regarding any acquisition, merger or similar transaction.
