No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby, North Penn shall not, and shall not permit or authorize any “Affiliate” (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn to directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transaction” (as defined below) by any other party, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, in the event that, prior to obtaining shareholder approval of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party ...
No Other Bids. Neither the Seller, nor any of their respective affiliates, shall directly or indirectly, through any officer, director, employee, shareholder, agent or otherwise, offer any of the Stock in the Company for sale to any other individual or entity other than Buyer, nor shall they solicit or enter into negotiations with any other party for the disposition of the Assets of the Company.
No Other Bids. In consideration of the substantial expenditure of time, effort and expense to be undertaken by the Purchaser and the Sub in connection with its due diligence review and the consummation of the transactions contemplated hereby, the Shareholders agree that upon the execution hereof and until the Closing Date, unless this Agreement is terminated pursuant to Article XII herein, they will not, and will not permit the Company or its representatives, officers, directors, shareholders or employees to initiate, negotiate or discuss with any other person or entity (other than the other Party hereto) the sale and purchase of the Company, or a substantial interest therein, whether by purchase of assets or stock, merger or other transaction.
No Other Bids. (a) (a) Except with respect to this Agreement and the transactions contemplated hereby, neither Farnsworth nor any "Affilixxx" (xx xefined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, "representative") retained by Farnsworth or any of its sxxxxxxxxxxs shall directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information or assistance), or take any other action designed to facilitate or that is likely to result in, any inquiries or the making of any proposal that constitutes, or is reasonably likely to lead to any Acquisition Proposal, (ii) enter into any agreement with respect to an Acquisition Proposal, (iii) participate in any discussions or negotiations regarding an Acquisition Proposal, or (iv) make or authorize any statement or recommendation in support of any Acquisition Proposal. Notwithstanding the foregoing, if, and only to the extent that, (i) Farnsworth's Board reasonaxxx xxxxxxxnes in good faith, after consultation with outside legal counsel, that such action would be required in order for the directors of Farnsworth to comply with xxxxx xxxpective fiduciary duties under the applicable law in response to a bona fide written Acquisition Proposal not solicited in violation of Section 5.5(a) that the Farnsworth Board believex xx xxxx faith to be a Superior Proposal and (ii) Farnsworth provides noticx xx Xxxxxing and Sterling Bank of its decision to take such action in accordance with the requirements of Section 5.5(b), Farnsworth may (1) furnxxx xxxxxmation with respect to Farnsworth to any Person xxxxxx xuch an Acquisition Proposal pursuant to a customary confidentiality agreement (as determined by Farnsworth after consultxxxxx xxxx outside legal counsel) on terms substantially similar to, and no less favorable to Farnsworth than the terms xxxxxxxxd in any such agreement between Farnsworth and Sterling or Xxxxxxxx Bank, (2) participate in discussions or negotiations regarding the Acquisition Proposal, (3) authorize any statement or recommendation in support of such Acquisition Proposal or (4) enter into an agreement in connection with such Acquisition Proposal. Consistent with the terms of this Section 5.5(a), Farnsworth may take any xxxxxx xx the extent necessary in order to comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act.
No Other Bids. Until the earlier to occur of (a) the Closing or (b) the termination of this Agreement pursuant to its terms, Seller shall not, and Seller shall not authorize any of its officers, directors, employees or other representatives to, directly or indirectly, (i) initiate, solicit or encourage (including by way of furnishing information regarding Seller's business or the Purchased Assets) any inquiries, or make any statements to third parties which may reasonably be expected to lead to any proposal concerning the sale of Seller or the Purchased Assets (whether by way of merger, purchase of capital shares, purchase of assets or otherwise), or (ii) negotiate, engage in any substantive discussions, or enter into any agreement, with any Person concerning the sale of Seller or the Purchased Assets (whether by way of merger, purchase of capital shares, purchase of assets or otherwise).
No Other Bids. Until the earlier to occur of (a) the Closing or (b) the termination of this Agreement pursuant to its terms, Seller shall not, and Seller shall not authorize any of its officers, directors, employees or other representatives to, directly or indirectly, (i) initiate, solicit or encourage (including by way of furnishing information regarding the Business or the Purchased Assets) any inquiries, or make any statements to third parties which may reasonably be expected to lead to any proposal concerning the sale of Seller, the Business or the Purchased Assets (whether by way of merger, purchase of capital shares, purchase of assets or otherwise), or (ii) negotiate, engage in any substantive discussions, or enter into any agreement, with any Person concerning the sale of all or any part of the Business or the Purchased Assets (whether by way of merger, purchase of capital shares, purchase of assets or otherwise).
No Other Bids. From and after the Effective Date until this Agreement is terminated in accordance with the terms hereof, Seller shall not authorize or knowingly permit any equity holder, officer, director, manager or employee of, or any investment banker, attorney, accountant or other representative retained by Seller or its direct or indirect equity holders to solicit, initiate or encourage submission of or engage in any negotiations relating to any Acquisition Proposal or enter into any agreement to effectuate the same. Seller shall promptly communicate to Buyer the terms of any proposal or offer received by it (no matter how preliminary), and the identity of the party making such proposal, in respect of any actual or potential Acquisition Proposal.
No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5, neither Sterling nor any Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representatives”) retained by Sterling shall directly or indirectly (i) initiate, solicit, encourage or otherwise take any action designed to or could reasonably be expected to facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Proposal” (as defined below) by any other party or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Proposal. Neither Sterling nor any Affiliate or representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Sterling shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, in the event that, prior to obtaining shareholder approval of the Merger, Sterling receives an unsolicited bona fide
No Other Bids. Between the date of this Agreement and the ------------- earlier of (i) the Closing Date, (ii) October 9, 1999 or (iii) the termination of this Agreement by Purchaser pursuant to Section 8 of this Agreement, Seller, its stockholders, officers, employees, and agents will not, directly, or indirectly, solicit, initiate, entertain or encourage any proposals or offers from any third party related to any merger or consolidation of Seller, the dissolution of * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. Seller or the acquisition of any or all of the Purchased Assets, or participate in any discussions regarding, or furnish to any person any information with respect to, or otherwise cooperate with, facilitate or encourage any such transaction. Seller agrees promptly to inform Purchaser of any inquiries or proposals from third parties with respect to such matters.
No Other Bids. From and after the date hereof until this Agreement is terminated in accordance with the terms hereof, the Sellers shall not, and shall cause the Company not to, authorize or knowingly permit any equity holder, officer, director, manager or employee of, or any investment banker, attorney, accountant or other representative retained by the Sellers or the Company or their direct or indirect equity holders to solicit, initiate or encourage submission of or engage in any negotiations relating to any proposal or offer (including by way of furnishing information) from any person which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or enter into any agreement to effectuate the same. Each Seller shall promptly communicate to Buyer the terms of any proposal or offer received by it (no matter how preliminary), and the identity of the party making such proposal, in respect of any actual or potential Acquisition Proposal.
