No Negotiation with Others. (A) Legacy agrees that it shall not, and that it shall cause each Legacy Subsidiary and the respective employees, directors, officers, financial advisors, agents and other representatives of Legacy and each Legacy Subsidiary (collectively, “Legacy Representatives”) not to, directly or indirectly: (i) solicit, knowingly encourage or facilitate, initiate or participate in any negotiations or discussions with any third party (except for the limited purpose of notifying such Person of the existence of the provisions of this Section 5.12) regarding an Acquisition Proposal, whether by acquisition, business combination, purchase of securities or assets or otherwise; (ii) disclose to any third party any information concerning the business, Properties, books or records of Legacy or any Legacy Subsidiary in connection with any Acquisition Proposal; or (iii) cooperate with any third party to make any Acquisition Proposal. Promptly upon receipt of any unsolicited offer, Legacy will communicate to Prosperity the terms of any proposal or request for information and the identity of the parties involved. Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement has been terminated in accordance with its terms, Legacy shall not, and it shall cause each Legacy Subsidiary and Legacy Representative not to, execute or enter into any letter of intent, agreement in principle, merger agreement, asset or stock purchase or share exchange agreement, option agreement or other contract related to any Acquisition Proposal (other than a confidentiality agreement entered into in accordance with Section 5.12(B)).
(B) Notwithstanding anything to the contrary contained in this Section 5.12, if at any time after the date hereof and before the receipt of the Requisite Legacy Stockholder Approval, Legacy and the Legacy Representatives, having each theretofore complied with the terms of Section 5.12(A), receives a bona fide, unsolicited written Acquisition Proposal, Legacy and the Legacy Representatives may engage in negotiations and discussions with, and furnish any information and other access (so long as all such information and access has previously been made available to Prosperity or is made available to Prosperity before or concurrently with the time such information or access is made available to such person) to, any Person making such Acquisition Proposal if, and only if, the Legacy Board determines in good faith, after consultation with outside legal ...
No Negotiation with Others. The Corporation and the Shareholders shall not solicit or participate in negotiations with (and the Corporation and the Shareholders shall use their best efforts to prevent any affiliate, shareholder, director, officer, employee or other representative or agent of the Corporation from negotiating with, soliciting or participating in negotiations with) any third party with respect to the sale of the business of the Corporation or any transaction inconsistent with those contemplated hereby.
No Negotiation with Others. Target shall not solicit or participate in negotiations with (and Target shall use its best efforts to prevent any affiliate, shareholder, director, officer, employee or other representative or agent of Target from negotiating with, soliciting or participating in negotiations with) any third party with respect to the sale of the business of Target or any transaction inconsistent with those contemplated hereby.
No Negotiation with Others. Neither the Company nor any Principal Shareholder shall solicit or participate in negotiations with (and the Company and the Principal Shareholders shall use their best efforts to prevent any affiliate, shareholder, director, officer, employee or other representative or agent of the Company from negotiating with, soliciting or participating in negotiations with) any third party with respect to the sale of the business of the Company or any Subsidiary or any transaction inconsistent with those contemplated hereby, except to the extent necessary to comply with the Company's and the Principal Shareholders' fiduciary duties to the Company's Shareholders under the TBCA.
No Negotiation with Others. Seller shall not solicit or participate in negotiations with (and will prevent any affiliate, shareholder, member, director, officer, manager, employee or other representative or agent of Seller from negotiating with, soliciting or participating in negotiations with) any third party with respect to the sale of the Assets until close of business on the Closing Date. Seller shall notify Buyer promptly upon becoming aware of any activity proscribed by this Section 12.04.
No Negotiation with Others. Except to the extent required in order for the BVB Board to fulfill its fiduciary duties to shareholders of BVB as determined by the written advice of counsel, neither BVB nor any of its Subsidiaries, Affiliates, employees, directors, officers, financial advisors or agents shall, directly or indirectly, (i) solicit, encourage, initiate or participate in any negotiations or discussions with any third party with respect to any offer or proposal to merge with or acquire BVB or any BVB Subsidiary or all or substantially all the business of BVB or any BVB Subsidiary whether by merger, acquisition, tender offer, exchange offer, purchase of stock, options, warrants or assets or otherwise; (ii) disclose to any third party any information concerning the business, Properties, books or records of BVB or any BVB Subsidiary, except in the ordinary course of business for purposes other than an acquisition or as compelled by law; or (iii) cooperate with any third party to make any proposal to merge with or acquire all or any part of the capital stock or assets of BVB or any BVB Subsidiary other than non-essential or excess assets. Promptly upon receipt of any unsolicited offer, BVB will communicate to Interchange the terms of any proposal or request for information and the identity of the parties involved.
No Negotiation with Others. Neither ZNC, the Company nor HOP shall solicit or participate in negotiations with (and ZNC, the Company and HOP shall use their best efforts to prevent any affiliate, shareholder, director, officer, employee or other representative or agent of ZNC or the Companies from negotiating with, soliciting or participating in negotiations with) any person, entity of organization with respect to any proposal for a business combination, acquisition or purchase involving any of the assets or capital stock of any of the Companies or any transaction inconsistent with those contemplated hereby.
No Negotiation with Others. (a) Neither PCCI nor the Bank (i) shall solicit, initiate, participate in discussions or negotiations of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to any Acquisition Proposal (as defined below) with respect to PCCI or the Bank, or (ii) shall enter into any agreement, arrangement or understanding (whether written or oral) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, under any of the instances described in this Section. PCCI shall immediately instruct and otherwise use its reasonable best efforts to cause its directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries), consultants and other representatives to comply with such prohibitions. Notwithstanding the foregoing, PCCI may provide information at the request of or enter into discussions or negotiations with a third party with respect to an Acquisition Proposal or provide a recommendation to its shareholders regarding an Acquisition Proposal if the Board of Directors of PCCI determines in good faith (following consultation with outside counsel) that the failure to do so is, or would be reasonably likely to be, inconsistent with its fiduciary duties under applicable law. PCCI shall promptly notify PCBC 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. This Section shall not prohibit accurate disclosure by PCCI in any document (including the Proxy Statement) or other disclosure under applicable law if in the opinion of the Board of Directors of PCCI, disclosure is appropriate under applicable law.
No Negotiation with Others. Until the Effective Date or the earlier termination of this Agreement, SBB shall not, directly or indirectly, nor shall it permit any of its officers, directors, employees, representatives or agents to, directly or indirectly: (i) encourage, solicit or initiate discussions or negotiations with, or (ii) except upon advice of counsel to the extent required to fulfill the fiduciary duties owed to the shareholders of SBB, entertain, discuss or negotiate with, or provide any information to, or cooperate with, any corporation, partnership, person or other entity or group (other than Pacific or its Affiliates or associates or officers, partners, employees or other authorized representatives of Pacific or such Affiliates or associates) concerning any merger, tender offer or other takeover offer, sale of substantial assets, sale of shares of capital stock or similar transaction involving SBB (unless any such transaction is expressly conditioned upon the performance by SBB of all of SBB's obligations under this Agreement). As soon as practicable following receipt of any unsolicited written offer, SBB will communicate to Pacific the terms of any proposal or request for information.
No Negotiation with Others. FTC shall not, directly or -------------------------- indirectly, nor shall it permit the Bank or their officers, directors, employees, representatives or agents to, directly or indirectly (A) encourage, solicit or initiate discussions or negotiations with, or (B) except upon advice of counsel to the extent required to fulfill the fiduciary duties owed to the shareholders of FTC, entertain, discuss or negotiate with, or provide any information to, or cooperate with, any corporation, partnership, person or other entity or group (other than BOKF or its Affiliates or associates or officers, partners, employees or other authorized representatives of BOKF or such Affiliates or associates) concerning any merger, tender offer or other takeover offer, sale of substantial assets, sale of shares of capital stock or similar transaction involving FTC or the Bank. Immediately upon receipt of any unsolicited offer, FTC will communicate to BOKF the terms of any proposal or request for information and the identity of the parties involved.