No Conduct Inconsistent with this Agreement. (a) The Company shall not, and shall cause the Company Subsidiaries to not, during the term of this Agreement, directly or indirectly, solicit, encourage or facilitate inquiries or proposals or enter into any agreement with respect to, or initiate or participate in any negotiations or discussions with any Person (other than Parent and its subsidiaries) concerning, any proposal, indication or offer, including any proposal, indication or offer from or to the Company’s stockholders, made by any Person or group (as defined under Rule 13(d) of the Exchange Act) other than Parent or its subsidiaries and/or affiliates relating to, whether in a single transaction or series of related transactions, and whether directly or indirectly, any transaction or series of transactions (including any merger, reorganization, share exchange, consolidation, business combination, tender offer, joint venture, partnership, recapitalization, dissolution, liquidation or similar direct or indirect transaction involving the (i) acquisition, license or purchase of assets of the Company and/or the Company Subsidiaries equal to fifteen percent or more of the consolidated assets of the Company and the Company Subsidiaries or to which fifteen percent or more of the Company’s revenues or earnings on a consolidated basis are attributable or (ii) acquisition of beneficial ownership (as defined under Rule 13(d) of the Exchange Act) of equity interests representing a fifteen percent or greater economic or voting interest in the Company or tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person or group (as defined under Rule 13(d) of the Exchange Act) beneficially owning equity interests representing a fifteen percent (in number or voting power) or greater economic or voting interest in the Company (each, an “Acquisition Proposal”), or furnish any information to any Person proposing or seeking an Acquisition Proposal.
No Conduct Inconsistent with this Agreement. (a) The Minority Bank shall not during the term of this Agreement, directly or indirectly, solicit, encourage or facilitate inquiries or proposals or enter into any agreement with respect to, or initiate or participate in any negotiations or discussions with any person or entity concerning, any proposed transaction or series of transactions involving or affecting the Minority Bank (or the securities or assets of either) that, if effected, would constitute an acquisition of control of the Minority Bank (each, an “Acquisition Proposal”), or furnish any information to any person or entity proposing or seeking an Acquisition Proposal. Notwithstanding the foregoing, the Minority Bank may provide information at the request of, or enter into discussions with, a third party with respect to an acquisition proposal that was not, directly or indirectly, after the date hereof, made, encouraged, solicited or assisted by the Minority Bank, but only to the extent that the Minority Bank Board determines, in good faith, that the exercise of its fiduciary duties to the Minority Bank stockholders under applicable law, as advised by its counsel, requires it to take such action.
No Conduct Inconsistent with this Agreement. (a) Piedmont agrees that it shall not, and shall not permit the Bank to, nor shall it encourage or authorize any individual, corporation or other entity to, during the term of this Agreement, solicit, encourage or authorize any individual, corporation or other entity to solicit from any third party any inquiries or proposals (each an “Acquisition Proposal”) relating to the disposition of its business or assets, or the acquisition of its capital stock, or the merger of it or the Bank with any corporation or other entity other than as provided by this Agreement except pursuant to a written direction from a regulatory authority; or negotiate with or entertain any proposal (each an “Acquisition Proposal”) from any other person for any such transaction wherein the business, assets or capital stock of it or the Bank would be acquired, directly or indirectly, by any party other than as provided in this Agreement. Piedmont shall, and shall cause the Bank to, (i) reject in writing any such proposal and (ii) notify Private of all of the relevant details relating to all inquiries and proposals that it may receive after the date hereof relating to any proposed disposition of its business or assets, or the acquisition of its capital stock, or the merger of it or the Bank with any corporation or other entity other than as provided by this Agreement and shall keep Private informed of the status and details of any such inquiry or proposal. Notwithstanding the foregoing, upon receipt of a bona fide, written proposal or offer unsolicited after the date hereof made by any person or group (other than Private or any of its affiliates) with respect to an Acquisition Transaction (as defined below) that the Board of Directors of Piedmont determines, in good faith, could result in a Superior Proposal (as defined below), Piedmont may provide information at the request of, or enter into negotiations with a third party with respect to such Acquisition Transaction, and provided, further, that Piedmont shall provide to Private concurrently any information it provides to such third party which it has not previously provided to Private. Piedmont shall promptly notify Private orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries.
No Conduct Inconsistent with this Agreement. (a) HBE shall not from the date hereof through the Effective Time or the termination of this Agreement:
No Conduct Inconsistent with this Agreement. Neither Premier nor Northern Illinois shall (a) solicit, encourage or authorize any individual, corporation or other entity to solicit from any third party any inquiries or proposals relating to the disposition of the business or assets, or the acquisition of its capital stock, or the merger of it or any of its Subsidiaries with any corporation or other entity other than as provided by this Agreement, except pursuant to a written direction from a regulatory authority, or (b) negotiate with or entertain any proposals from any other person for any such transaction wherein the business, assets or capital stock of it or any of its Subsidiaries would be acquired, directly or indirectly, by any party other than GPF, except pursuant to a written direction from any regulatory authority or upon the receipt of an unsolicited offer from a third party where the Board of Directors of the party receiving such offer reasonably believes, upon the written advice of counsel, that its fiduciary duties require it to enter into discussions with such party. Each party shall promptly notify the other of all of the relevant details relating to all inquiries and proposals which it may receive relating to any proposed disposition of the business or assets, or the acquisition of its capital stock, or the merger of it or any of its Subsidiaries with any corporation or other entity other than as provided by this Agreement.
No Conduct Inconsistent with this Agreement. (a) First Financial agrees that it will not, during the term of this Agreement, (i) solicit, encourage or authorize or take any other action to facilitate any inquiries or proposals that constitute, or may be reasonably expected to lead to, any Transaction Proposal, as defined below, or discuss or negotiate with any Person, as defined below, in furtherance of such inquiries or to obtain a Transaction Proposal, or agree to or endorse any Transaction Proposal, or authorize or permit any of its officers, directors, or employees or any investment banker, financial advisor, attorney, accountant, or other representative retained by it or any of its Subsidiaries to take any such action; provided, however, that the Board of Directors of First Financial may, in response to an unsolicited written proposal from a third party regarding a Superior Proposal, as defined below, furnish or cause to be furnished information to and engage in discussions with such third party, but only if the Board of Directors of First Financial shall determine in good faith and based upon an opinion of its outside counsel that failure to take such action could be reasonably expected to result in a breach of the fiduciary duties of such Board under applicable law. In the event that the Board furnishes information to or engages in such discussions with any Person, First Financial shall promptly notify
No Conduct Inconsistent with this Agreement. (a) The Company shall not, and shall cause the Bank to not, during the term of this Agreement, directly or indirectly, solicit, facilitate or encourage inquiries or proposals or enter into any agreement with respect to, or initiate or participate in any negotiations or discussions with any person or entity concerning, any proposed transaction or series of transactions involving or affecting the Company or the Bank (or the securities or assets of either) that, if effected, would constitute an acquisition of control of either the Company or the Bank within the meaning of 12 U.S.C.A. §1817(j) (disregarding the exceptions set forth in 12 U.S.C.A. §1817(j)(17)) and the regulations of the Federal Reserve thereunder (each, an “Acquisition Proposal”), or furnish any information to any person or entity proposing or seeking an Acquisition Proposal.
No Conduct Inconsistent with this Agreement. (a) Neither FCB nor OSB shall:
No Conduct Inconsistent with this Agreement. (a) Tarpon agrees that it shall not, during the term of this Agreement, (i) solicit, encourage or authorize any individual, corporation or other entity to solicit from any third party any inquires or proposals relating to the disposition of its business or assets, or the acquisition of its capital stock, or the merger of it or any of the Tarpon Subsidiaries with any corporation or other entity other than as provided by this Agreement except pursuant to a written direction from a regulatory authority; or (ii) negotiate with or entertain any proposals from any other person for any such transaction wherein the business, assets or capital stock of it or the Tarpon Subsidiaries would be acquired, directly or indirectly, by any party other than as provided by this Agreement, except pursuant to a written direction from any regulatory authority or upon the receipt of an unsolicited offer from a third party where the Board of Directors of Tarpon reasonably believes, upon the opinion of counsel, that its fiduciary duties require it to enter into discussions with such party. Tarpon shall promptly notify Buyer of all of the relevant details relating to all inquiries and proposals that it may receive relating to any proposed disposition of its business or assets, or the acquisition of its capital stock, or the merger of it or the Tarpon Subsidiaries with any corporation or other entity other than as provided by this Agreement and shall keep Buyer informed of the status and details of any such inquiry or proposal.
No Conduct Inconsistent with this Agreement. (a) Each of ANTEC and TSX and their respective Subsidiaries shall, and ANTEC and TSX shall cause their respective officers and directors to, and each of ANTEC and TSX shall use all reasonable efforts to cause its employees, affiliates, representatives, agents and advisors to, immediately cease any existing discussions or negotiations with respect to any of the following involving ANTEC or TSX, as the case may be, or any of their respective subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transaction in which holders of ANTEC or TSX, as the case may be, would hold less than a majority of the voting interests in the surviving entity, (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the company and its subsidiaries taken as a whole, in a single transaction or series of transactions, (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of Common Stock or the filing of a registration statement under the Securities Act in connection therewith, (iv) the issuance, sale or other disposal (including by way of merger, consolidation, share exchange or any similar transaction) of securities representing, or convertible into or exercisable for the acquisition of, 10% or more of the voting power of ANTEC or TSX or any of their respective Subsidiaries or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing (collectively, an "Alternate Transaction"), other than with each other.
