No Negotiation with Others. (A) GBNK agrees that it shall not, and that it shall cause each GBNK Subsidiary and the respective employees, directors, officers, financial advisors, agents and other representatives of GBNK and each GBNK Subsidiary (collectively, “GBNK 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 5.10) regarding an Acquisition Proposal (as defined below), 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 GBNK or any GBNK 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, GBNK will communicate to IBG 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, GBNK shall not, and it shall cause each GBNK Subsidiary and GBNK 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 5.10(B)).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Guaranty Bancorp), Agreement and Plan of Reorganization (Independent Bank Group, Inc.)
No Negotiation with Others. (A) GBNK Legacy agrees that it shall not, and that it shall cause each GBNK Legacy Subsidiary and the respective employees, directors, officers, financial advisors, agents and other representatives of GBNK Legacy and each GBNK Legacy Subsidiary (collectively, “GBNK 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 5.105.12) regarding an Acquisition Proposal (as defined below)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 GBNK Legacy or any GBNK 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, GBNK Legacy will communicate to IBG 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, GBNK Legacy shall not, and it shall cause each GBNK Legacy Subsidiary and GBNK 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 5.10(B5.12(B)).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (LegacyTexas Financial Group, Inc.), Agreement and Plan of Reorganization (Prosperity Bancshares Inc)
