No Conduct Inconsistent with this Agreement Sample Clauses

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. (b) Notwithstanding the foregoing, prior to obtaining the Company Stockholder Approval, in the event that the Company Board determines in good faith and after consultation with outside counsel, that in light of an Acquisition Proposal, it is necessary to provide such information or engage in such negotiations or discussions in order to act in a manner consistent with such Board’s fiduciary duties, the Company Board may, in response to an Acquisition Proposal that did not result from a breach of Section 4.8(a) and that constitu...
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No Conduct Inconsistent with this Agreement. (a) HBE shall not from the date hereof through the Effective Time or the termination 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 the HBE Bank, respectively, 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 HBE Bank, respectively, 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 HBE reasonably believes, upon the written opinion of counsel, that its fiduciary duties require it to enter into discussions with such party. HBE shall promptly notify SFS of all of the relevant details relating to all inquiries and proposals which 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 HBE Bank, respectively, with any corporation or other entity other than as provided by this Agreement and shall keep SFS informed of the status and details of any such inquiry or proposal, and shall give SFS five days' advance notice of any agreement to be entered into with, or any information to be supplied to, any person making such inquiry or proposal; or (b) Nothing contained herein shall prohibit HBE from disclosing to its shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act with respect to a tender offer for HBE Common Stock, or satisfying any other applicable disclosure obligations under the federal securities laws.
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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. (b) In addition to the obligations of the Minority Bank set forth in Section 5.7(a), the Minority Bank shall immediately advise First Community orally and in writing of (i) any request for information or of any Acquisition Proposal that the Minority Bank receives from another party, (ii) the material terms and conditions of such request or Acquisition Proposal and (iii) the identity of the person or entity making such request or Acquisition Proposal. The Minority Bank shall keep First Community reasonably informed of the status and details (including amendments or proposed amendments) of any such request or Acquisition Proposal.
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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.
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No Conduct Inconsistent with this Agreement. After the date of this Agreement, First Ozaukee shall not permit or authorize any of its officers, directors, shareholders or employees, or any investment banker, attorney, accountant, agent or other representative of First Ozaukee to directly or indirectly solicit, invite, entertain, encourage, facilitate, participate in or undertake any discussions for the purpose of merging or consolidating First Ozaukee with any other person, entity or group or causing First Ozaukee to sell any of its assets or any shares of its capital stock to any other person, entity or group or to issue or grant any options or rights to purchase shares of any class of its stock to any other person, entity or group or causing the liquidation of First Ozaukee, nor shall First Ozaukee enter into any agreement to accomplish any of the foregoing, except (i) upon the termination of this Agreement pursuant to Section 7.4(g) hereof; (ii) with the prior written consent of Buyer; (iii) pursuant to a written direction from any regulatory authority; or (iv) upon First Ozaukee receiving an unsolicited bonafide offer from a third party where the Board of Directors of FOCC reasonably believes that its fiduciary duties require it to enter into discussions with such party.
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No Conduct Inconsistent with this Agreement. From the date hereof until the Closing Date, or earlier termination of this Agreement as provided herein, neither the Seller, the Company nor any of their respective Affiliates shall, nor shall the Company or the Seller authorize or permit any of its respective representatives to, directly or indirectly: (i) solicit, initiate, encourage the initiation or submission by others of any Acquisition Proposal; (ii) enter into or participate in discussions or negotiations with, respond to solicitations relating to, furnish to any Person any information with respect to, or take any other action to encourage or facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; or (iii) enter into any contract, agreement or commitment (whether or not binding) with respect to any Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” means any proposal with respect to a merger, consolidation, share exchange, strategic alliance, business combination or other similar transaction involving the Shares (including, but not limited to, any transaction in which a third party could become the direct or indirect beneficial owner of the Shares, other than through the acquisition of any securities of the Seller), the Company, all or any significant portion of the assets of the Company or any other securities of the Company. The Company and Seller shall promptly advise Buyer orally and in writing of (i) the receipt by either of them (or any of the Persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, (ii) the material terms and conditions of any such Acquisition Proposal or inquiry and (iii) the identity of the Person making any such Acquisition Proposal or inquiry. The Company and Seller shall (i) keep Buyer fully informed of the status, including any change to the details of any such Acquisition Proposal or inquiry and (ii) provide to Buyer promptly after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to the Company or Seller from any third party in connection with any Acquisition Proposal.
Sample 1
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
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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. (b) Notwithstanding the foregoing, in the event that the Company Board determines in good faith and after consultation with outside legal counsel, that an Acquisition Proposal which was not solicited by or on behalf of the Company or the Bank and did not otherwise result from a breach of Section 5.7(a) constitutes or is reasonably likely to result in a Superior Acquisition Proposal and that failure to pursue such Acquisition Proposal is reasonably likely to result in a breach of its fiduciary duties under applicable law, the Company Board may, so long as the Company complies at all times with its obligations under Section 5.7(c), (i) furnish information with respect to the Company or the Bank to such person or entity making such Acquisition Proposal pursuant to a customary confidentiality agreement, (ii) participate in discussions or negotiations regarding such Acquisition Proposal, (iii) withdraw, modify or otherwise change in a manner adverse to Buyer, the Company’s recommendation to its stockholders with respect to this Agreement and the Merger, and/or (iv) terminate this Agreement in order to concurrently enter into an agreement with respect to such Acquisition Proposal; provided, however, that the Company Board may not terminate this Agreement pursuant to this Section 5.7(b) unless and until (A) five (5) business days have elapsed following the delivery to Buyer of a written notice of such determination by the Company Board and during such five (5) business-day period, the Company and the Bank otherwise cooperate with Buyer with the intent of enabling the Parties to engage in good faith negotiations so that the Merge...
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Related to No Conduct Inconsistent with this Agreement

  • Compliance with this Agreement The Purchaser shall have performed and complied with all of its agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Purchaser on or before the Closing Date.

  • LAW GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York City, New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

  • NOW THIS AGREEMENT WITNESSES Definitions

  • Conflict With Other Agreement If there is a conflict between this Agreement and any other agreement relating to a Collateral Account, this Agreement will govern.

  • SUBJECT MATTER OF THE CONTRACT The Parties referred to in Article I hereof enter into this Agreement under stipulation of Section 51 Law Act No. 40/1964 Book of Statutes - Civil Code, as amended, for the purpose of providing financial support from the Institution to the Participant in the amount as specified herein.

  • NOW THIS AGREEMENT WITNESSES —

  • PARTIES TO THIS AGREEMENT This is an agreement for indemnity reinsurance solely between the Company and the Reinsurer. The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The acceptance of risks under this Agreement shall create no right or legal relationship between the Reinsurer and the insured, owner or beneficiary of any insurance policy or other contract of the Company.

  • Vendor’s Resellers as Related to This Agreement Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller. If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response to same and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at xxxxx://xxxxxxxxxxx.xxxxx.xxx/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 0000 Xxxxxxx 000 Xxxxx Xxxxxxxxx, XX,00000 And by an email sent to xxxx@xxxx-xxx.xxx The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: When the Vendor or its subcontractors are liable for any damages or claims, the Vendor’s policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips- xxx.xxx. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award.

  • TERMINATING THIS AGREEMENT You can terminate this Agreement at any time by notifying us in writing and by discontinuing the use of your Logon ID. We can also terminate this Agreement and revoke access to Online Banking at any time. Whether you terminate the Agreement or we terminate the Agreement, the termination will not affect your obligations under this Agreement, even if we allow any transaction to be completed with your Logon ID after this Agreement has been terminated.

  • Interpretation of This Agreement All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plans shall be binding and conclusive upon the Company and the Employee. If there is any inconsistency between the provisions of this Agreement and the Plans, the provisions of the Plans shall govern.

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