Common use of No Conduct Inconsistent with this Agreement Clause in Contracts

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.

No Conduct Inconsistent with this Agreement. (a) HBE shall not from From the date hereof through until the Effective Time Closing Date, or the earlier termination of this Agreement: Agreement as provided herein, the Shareholder shall not authorize or permit the Company to, and the Company shall not, 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 authorize facilitate any individualinquiries or the making of any proposal that constitutes, corporation 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 entity similar transaction (including, but not limited to, any transaction in which a third party could become the direct or indirect beneficial owner of the Shares) involving the Shareholder or the Company, or any purchase of all or any significant portion of the assets of the Company. The Shareholder and the Company shall promptly advise Buyer orally and in writing of (i) the receipt by it (or any of the Persons referred to solicit 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 Shareholder and the Company 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 Shareholder or the Company 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, in connection 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 lawsAcquisition Proposal.

No Conduct Inconsistent with this Agreement. (a) HBE shall not from the date hereof through the Effective Time or the termination of this AgreementNeither FCB nor OSB shall: (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 HBE BankFCB Subsidiaries or the OSB Subsidiaries, 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 BankFCB Subsidiaries or the OSB Subsidiaries, 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 the party receiving such offer reasonably believes, upon the written opinion of counsel, that its fiduciary duties require it to enter into discussions with such party. HBE Each party shall promptly notify SFS the other 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 BankFCB Subsidiaries or the OSB Subsidiaries, respectively, with any corporation or other entity other than as provided by this Agreement and shall keep SFS the other party informed of the status and details of any such inquiry or proposal, and shall give SFS the other party 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 a party 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 lawsthat party's common stock.

No Conduct Inconsistent with this Agreement. (a) HBE Tarpon agrees that it shall not from not, during the date hereof through the Effective Time or the termination 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 HBE Bank, respectively, 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 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, 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 HBE Tarpon reasonably believes, upon the written opinion of counsel, that its fiduciary duties require it to enter into discussions with such party. HBE Tarpon shall promptly notify SFS Buyer of all of the relevant details relating to all inquiries and proposals which 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 HBE Bank, respectively, Tarpon Subsidiaries with any corporation or other entity other than as provided by this Agreement and shall keep SFS Buyer 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 in Section 5.9(a) hereof shall prohibit HBE Tarpon 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 lawsTarpon’s common stock.

No Conduct Inconsistent with this Agreement. (a) HBE Each of ANTEC and TSX and their respective Subsidiaries shall, and ANTEC and TSX shall not from 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 date hereof through following involving ANTEC or TSX, as the Effective Time case may be, or the termination any of this Agreement: their respective subsidiaries: (i) solicitany merger, encourage or authorize any individualconsolidation, corporation share exchange, business combination, or other entity to solicit from any third party any inquires similar transaction in which holders of ANTEC or proposals relating to TSX, as the disposition case may be, would hold less than a majority of its business or assetsthe voting interests in the surviving entity, 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 any sale, lease, exchange, mortgage, pledge, transfer or entertain 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 proposals from any other person tender offer or exchange offer for any such transaction wherein 10% or more of the business, assets or capital stock outstanding shares of it Common Stock or the HBE Bankfiling of a registration statement under the Securities Act in connection therewith, respectively(iv) the issuance, would be acquiredsale 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. (b) Neither ANTEC nor TSX nor any of their respective Subsidiaries shall, and ANTEC and TSX shall cause their respective officers and directors not to, and each of ANTEC and TSX shall use all reasonable efforts to cause its employees, affiliates, representatives, agents and advisors not to, directly or indirectly, by encourage, solicit, initiate, engage or participate in any party discussions or negotiations with, or provide any information or access to information to, any corporation, partnership, person or other entity or group, other than as provided by the other party to this Agreement, except pursuant to a written direction from concerning any regulatory authority or upon the receipt Alternate Transaction. (c) Each 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 ANTEC and TSX shall promptly notify SFS inform the other of all any inquiry, offer or proposal (including the terms thereof and the identity of the relevant details relating to all inquiries and proposals which party making such inquiry, offer or proposal) that it may receive relating to receives in respect of any proposed disposition of its business or assetsAlternate Transaction, 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 from each other, and shall keep SFS informed of furnish to the status and details other a copy of any such inquiry inquiry, offer 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; orproposal that is in writing. (bd) Nothing contained herein shall prohibit HBE either ANTEC or TSX or their respective Boards of Directors from taking and disclosing to its shareholders their stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act with respect to a tender offer for HBE Common Stockby a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or satisfying any other from making such disclosure to their respective stockholders which, in the judgment of their Boards of Directors with the advice of counsel, may be required under applicable disclosure obligations under the federal securities lawslaw.

No Conduct Inconsistent with this Agreement. (a) HBE Piedmont agrees that it shall not, and shall not from permit the date hereof through Bank to, nor shall it encourage or authorize any individual, corporation or other entity to, during the Effective Time or the termination term of this Agreement: (i) , solicit, encourage or authorize any individual, corporation or other entity to solicit from any third party any inquires 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 HBE Bank, respectively, 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 (ii) or negotiate with or entertain any proposals proposal (each an “Acquisition Proposal”) from any other person for any such transaction wherein the business, assets or capital stock of it or the HBE Bank, respectively, Bank would be acquired, directly or indirectly, by any party other than as provided by in this Agreement. Piedmont shall, except pursuant to a written direction from and shall cause the Bank to, (i) reject in writing 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 proposal and (ii) notify SFS Private of all of the relevant details relating to all inquiries and proposals which 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 HBE Bank, respectively, Bank with any corporation or other entity other than as provided by this Agreement and shall keep SFS 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 give SFS five days' advance notice of any agreement provide to be entered into with, or Private concurrently any information it provides to be supplied 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 person making such inquiry or proposal; or (b) Nothing contained herein proposal and shall prohibit HBE from disclosing provide reasonable detail of all relevant facts relating 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 lawssuch inquiries.