Common use of No Other Bids and Related Matters Clause in Contracts

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF Subsidiary, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF or any of its Subsidiaries), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such action, and CNYF shall notify Niagara Bancorp orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptly, PROVIDED, HOWEVER, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF from (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to CNYF's stockholders, (B) the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF (x) provides reasonable notice to Niagara Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting of Stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.

No Other Bids and Related Matters. From So long as this Agreement remains in effect, MNB shall not and after the date hereof until the termination of this Agreement, neither CNYF, CSB shall not authorize or any CNYF Subsidiary, nor permit any of their respective its directors, officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF or any of its Subsidiaries), will, shareholders to directly or indirectlyindirectly (a) solicit, initiate, solicit initiate or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries relating to, or the making of any proposal that constitutes, or may reasonably be expected to lead which relates to, an Acquisition Proposal, (b) recommend or endorse an Acquisition Proposal, (c) participate in any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate negotiations regarding an Acquisition Proposal, (d) provide any third party (other than Fidelity or an Affiliate of Fidelity) with any person nonpublic information in connection with any inquiry or entity in furtherance of such inquiries or proposal relating to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize (e) enter into an agreement with any other party with respect to an Acquisition Proposal. MNB will immediately cease and cause to be terminated any existing activities, discussions or permit negotiations previously conducted with any parties other than Fidelity and the Fidelity Subsidiaries with respect to any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such actionthe foregoing, and CNYF shall will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in this sentence of the obligations undertaken in this Section 4.07. MNB will notify Niagara Bancorp Fidelity orally (within one business daytwo days) and in writing (as promptly as practicablewithin five (5) of all of the relevant details days) if any inquiries or proposals relating to all inquiries and proposals which it or any of its Subsidiaries an Acquisition Proposal are received or any such officernegotiations or discussions are sought to be initiated or continued. Notwithstanding the foregoing, director employeethe board of directors of MNB may respond to, investment bankerin a manner it deems appropriate, financial advisorrecommend or endorse, attorneyparticipate in any discussions, accountant provide any third party with nonpublic information, or other representative may receive enter into an agreement regarding, unsolicited inquiries relating to any an Acquisition Proposal, in each case, if the MNB Board of such matters Directors shall have determined, in good faith after consultation with its legal and if such inquiry or proposal promptly, PROVIDED, HOWEVERfinancial advisors, that nothing the failure to do so would result in a breach of their fiduciary duties. Nothing contained in this Section 5.06 Agreement shall prohibit the Board of Directors of CNYF prevent MNB from (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to CNYF's stockholders, (B) the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF to comply complying with its fiduciary duties obligation to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF (x) provides reasonable notice to Niagara Bancorp to pay the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement termination fee provided in form and substance identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting of Stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable lawSection 7.01. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.

No Other Bids and Related Matters. (a) From and after the date hereof until the termination of this Agreement, neither CNYFFirst Franklin, CSB or any CNYF Subsidiarynor Franklin Savings, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF First Franklin or any of its SubsidiariesFranklin Savings), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowinglyfacilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below)Proposal, or enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to seek to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any employees, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountant accountants or other representative retained by any of its subsidiaries representatives to take any such action, and CNYF First Franklin shall notify Niagara Bancorp Cheviot Financial orally (within one business daytwo Business Days) and in writing (as promptly as practicablepracticable but no later than five Business Days) of all of the relevant details relating to all inquiries and proposals which that it or any of its Subsidiaries Franklin Savings or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlyprovide Cheviot Financial a copy of all written communication between First Franklin and the third party. (b) Notwithstanding the foregoing subsection (a), PROVIDED, HOWEVER, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF First Franklin from (i) furnishing information to, or entering into discussions or negotiations with with, any person or entity Person that makes an unsolicited unsolicited, written, bona fide proposal, to acquire CNYF or CSB pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, Acquisition Proposal if, and only to the extent that, : (A) the Board of Directors of CNYF receives a written opinion from First Franklin reasonably determines in consultation with its independent financial advisor advisors that such proposal proposal, after taking into account the impact of financing and regulatory risks, may be superior to the Merger from a financial point-of-view to CNYF's First Franklin’s stockholders, (B) the Board of Directors of CNYFFirst Franklin, after consultation with and based upon the advice of its independent legal counsel, determines in good faith that such action is reasonably necessary for the Board of Directors of CNYF First Franklin to comply with its fiduciary duties to stockholders under applicable law (such proposal any Acquisition Proposal that satisfies (A) and (B) being referred to herein as a "“Superior Proposal"”), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF First Franklin (x) provides reasonable advance notice to Niagara Bancorp Cheviot Financial to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in form and substance substantially identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting meeting of Stockholders holders of First Franklin Common Stock convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act applicable law with regard to a tender or exchange offer, or (iii) prior to obtaining the CNYF Special Meeting approvals of Stockholders convened to approve this AgreementAgreement by First Franklin’s stockholders, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if because there exists a Superior Proposal and and, after consultation with its independent legal counsel, the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is reasonably necessary for such Board of Directors it to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYFIROQ, CSB CB, HFSA or any CNYF IROQ Subsidiary, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF IROQ or any of its Subsidiaries), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such action, and CNYF IROQ shall notify Niagara Bancorp orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptly. Provided, PROVIDED, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF IROQ from (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, to acquire CNYF IROQ or CSB any Subsidiary pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the ------------------- extent that, (A) the Board of Directors of CNYF IROQ receives a written opinion from ----------- its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to CNYFIROQ's stockholders, (B) the Board of Directors of CNYFIROQ, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF IROQ to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF IROQ (x) provides reasonable notice to Niagara Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity (identifying such person or entity) and (y) receives from such person or entity an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreement, and (D) the CNYF IROQ Special Meeting of Stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF IROQ Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYFIROQ, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF IROQ or any of its subsidiariesSubsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSBIROQ, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 1020% or more of the outstanding shares of capital stock of CNYF IROQ or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYFInnes Street, CSB or any CNYF Subsidiarynor Citizens Bank, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF Innes Street or any of its SubsidiariesCitizens Bank), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any employees, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountant accountants or other representative retained by any of its subsidiaries representatives to take any such action, and CNYF Innes Street shall notify Niagara Gxxxxx Bancorp orally (within one business dayBusiness Day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which that it or any of its Subsidiaries Citizens Bank or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters. Provided, PROVIDED, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF Innes Street from (i) furnishing information to, or entering into discussions or negotiations with any person or entity Person that makes an unsolicited written, bona fide proposal, to acquire CNYF Innes Street or CSB Citizens Bank pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF Innes Street receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to CNYFInnes Street's stockholdersshareholders, (B) the Board of Directors of CNYFInnes Street, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF Innes Street to comply with its fiduciary duties to stockholders shareholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF Innes Street (x) provides reasonable notice to Niagara Gxxxxx Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity (identifying such person or entity) and (y) receives from such person or entity an executed confidentiality agreement in form and substance substantially identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting Innes Street meeting of Stockholders shareholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Innes Street Special Meeting of Stockholders Shareholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYFshareholders, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF Innes Street or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSBInnes Street, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 1020% or more of the outstanding shares of capital stock of CNYF Innes Street or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF Subsidiary, WEST ESSEX nor any of their respective its officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF or any of its SubsidiariesWEST ESSEX), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such action, and CNYF WEST ESSEX shall notify Niagara Bancorp Kearny orally (within one business day) and in writing, within forty-eight hours, which writing (shall be updated as promptly as practicable) , of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters, PROVIDED, HOWEVER, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF from from: (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB WEST ESSEX Bancorp and WEST ESSEX Bank pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF WEST ESSEX Bancorp receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-point of view to CNYF's WEST ESSEX Bancorp stockholders, (B) legal counsel advises WEST ESSEX Bancorp that the proposed acquiror may legally acquire WEST ESSEX Bancorp and WEST ESSEX Bank, (C) the Board of Directors of CNYFWEST ESSEX Bancorp, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF WEST ESSEX Bancorp to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) (B) and (BC) being referred to herein as a "Superior Proposal"), (CD) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF WEST ESSEX Bancorp (x) provides reasonable notice to Niagara Bancorp Kearny to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreement, and (DE) the CNYF Special Meeting WEST ESSEX Bancorp special meeting of Stockholders stockholders convened to approve this Agreement has not occurred, ; (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, ; or (iii) prior to the CNYF Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.)

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF Subsidiary, Apple Valley nor any of their its respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF or any of its SubsidiariesApple Valley), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any employees, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountant accountants or other representative retained by any of its subsidiaries representatives to take any such action, and CNYF Apple Valley shall notify Niagara Bancorp New England Bancshares orally (within one business dayBusiness Day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which that it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters. Provided, PROVIDED, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF from Apple Valley, nor any of its respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by Apple Valley) from: (i) furnishing information to, or entering into discussions or negotiations with any person or entity Person that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB Apple Valley pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF Apple Valley receives a written opinion from its independent financial advisor that such proposal may be is superior to the Merger from a financial point-of-view to CNYFApple Valley's stockholders, (B) the Board of Directors of CNYFApple Valley, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF Apple Valley to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF Apple Valley (x1) provides reasonable notice to Niagara Bancorp New England Bancshares to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity (identifying such person or entity) and (y2) receives from such person or entity an executed confidentiality agreement in form and substance substantially identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting Apple Valley meeting of Stockholders stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting special meeting of Stockholders stockholders of Apple Valley convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if because there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiariesApple Valley: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSBApple Valley, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 1020% or more of the outstanding shares of capital stock of CNYF Apple Valley or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF Subsidiary, Ridgewood nor any of their respective its officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF or any of its SubsidiariesRidgewood), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such action, and CNYF Ridgewood shall notify Niagara Bancorp Provident orally (within one two business daydays) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters, PROVIDEDprovided, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF from from: (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB Ridgewood Financial and Ridgewood Savings pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF Ridgewood Financial receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-point of view to CNYF's Ridgewood Financial stockholders, (B) legal counsel advises Ridgewood Financial that the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF (x) provides reasonable notice to Niagara Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting of Stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.proposed acquiror may legally

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF SubsidiaryEquinox Financial nor Equinox, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF Equinox Financial or any of its SubsidiariesEquinox), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any employees, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountant accountants or other representative retained by any of its subsidiaries representatives to take any such action, and CNYF Equinox Financial shall notify Niagara Northwest Bancorp orally (within one business dayBusiness Day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which that it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters. Provided, PROVIDED, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF from Equinox Financial from: (i) furnishing information to, or entering into discussions or negotiations with any person or entity Person that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transactionAcquisition Proposal, if, and only to the extent that, (A) the Board of Directors of CNYF Equinox Financial receives a written opinion advice from its independent financial advisor that such proposal may be is superior to the Merger from a financial point-of-view to CNYFEquinox Financial's stockholders, (B) the Board of Directors of CNYFEquinox Financial, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF Equinox Financial to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entityPerson, CNYF Equinox Financial (x1) provides reasonable notice to Niagara Northwest Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity Person (identifying such Person) and (y2) receives from such person or entity Person an executed confidentiality agreement in form and substance substantially identical in all material respects to the Confidentiality Agreement, unless the Board of Directors of Equinox Financial, after consultation with outside legal counsel, believes that such requirements would violate its duties to its shareholders under Florida law, and (D) the CNYF Special Meeting Equinox Financial meeting of Stockholders stockholders convened to approve this Agreement has not occurred, or (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting special meeting of Stockholders stockholders of Equinox Financial convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if because there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF Equinox Financial or any of its subsidiariesEquinox Financial Subsidiary: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSBEquinox Financial, taken as a whole, in a single transaction or series of transactionstransactions except for the sale of loans in the ordinary course of business; (iii) any tender offer or exchange offer for 1020% or more of the outstanding shares of capital stock of CNYF Equinox Financial or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF SubsidiaryGreensburg Bancshares nor Greensburg, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF Greensburg Bancshares or any of its SubsidiariesGreensburg), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any employees, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountant accountants or other representative retained by any of its subsidiaries representatives to take any such action, and CNYF Greensburg Bancshares shall notify Niagara Bancorp First Guaranty Bancshares orally (within one business dayBusiness Day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which that it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters. Provided, PROVIDED, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF from Greensburg Bancshares from: (i) furnishing information to, or entering into discussions or negotiations with any person or entity Person that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transactionAcquisition Proposal, if, and only to the extent that, (A) the Board of Directors of CNYF Greensburg Bancshares receives a written opinion advice from its independent financial advisor that such proposal may be is superior to the Merger from a financial point-of-view to CNYF's Greensburg Bancshares’s stockholders, (B) the Board of Directors of CNYFGreensburg Bancshares, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF Greensburg Bancshares to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "“Superior Proposal"”), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entityPerson, CNYF Greensburg Bancshares (x1) provides reasonable notice to Niagara Bancorp First Guaranty Bancshares to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity Person (identifying such Person) and (y2) receives from such person or entity Person an executed confidentiality agreement in form and substance substantially identical in all material respects to the Confidentiality Agreement, unless the Board of Directors of Greensburg Bancshares, after consultation with outside legal counsel, believes that such requirements would violate its duties to its shareholders under Louisiana law, and (D) the CNYF Special Meeting Greensburg Bancshares meeting of Stockholders stockholders convened to approve this Agreement has not occurred, or (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting meeting of Stockholders stockholders of Greensburg Bancshares convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if because there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.“

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF SubsidiaryCitizens shall not, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF or any of its Subsidiaries), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or shall it authorize or permit any of its officers, directors, directors or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any it to: (a) Initiate, solicit, encourage (including by way of its subsidiaries to furnishing information), or take any such actionother action to facilitate, and CNYF any inquiries or the making of any proposal which constitutes an Acquisition Proposal (as hereinafter defined); (b) Enter into or maintain or continue discussions or negotiate with any person in furtherance of an Acquisition Proposal; or (c) Agree to or endorse any Acquisition Proposal. 28 Citizens shall notify Niagara Bancorp orally (within one business day) and in writing (C&N as promptly as practicable) of all of the relevant details relating , in reasonable detail, as to all any inquiries and proposals which it or any of its Subsidiaries representatives or agents may receive. Notwithstanding the foregoing, provisions of this Section 4.06, Citizens may, and may permit its officers, directors, employees, agents and representatives to respond to and engage in any discussions or negotiations with or provide any information to any Person in response to a Superior Proposal (as hereinafter defined) if and only to the extent that (x) Citizens’ board of directors concludes in good faith, after consultation with its outside legal counsel and financial advisors, that failure to do so would constitute a breach of its fiduciary duties to Citizens’ shareholders under applicable Law, (y) prior to providing any information or data to any Person in connection with a Superior Proposal by any such officerPerson, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptly, PROVIDED, HOWEVER, that nothing contained in this Section 5.06 shall prohibit the Citizens’ Board of Directors receives from such Person an executed confidentiality agreement, the terms of CNYF from which shall be no less favorable to Citizens than those contained in the Confidentiality Agreement between Citizens and C&N, a copy of which executed confidentiality agreement shall have been provided to C&N for informational purposes, and (iz) furnishing at least 48 hours prior to providing any information to, or data to any Person or entering into any discussions or negotiations with any person or entity that makes an unsolicited writtensuch Person, Citizens notifies C&N in writing of the name of such Person and the material terms of any such Superior Proposal. As used herein, the term “Acquisition Proposal” means a bona fide proposal, to acquire CNYF proposal (including a written or CSB pursuant to verbal communication) involving a Person other than C&N or an Affiliate of C&N for: (A) a merger, consolidationconsolidation or acquisition of all or substantially all the assets or liabilities of Citizens, share exchangeCTC, or any other business combination, tender combination involving Citizens or exchange offer CTC; or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to CNYF's stockholders, (B) a transaction involving the Board transfer of Directors beneficial ownership (with the meaning of CNYF, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF (x) provides reasonable notice to Niagara Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting of Stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated 13d-3 under the Exchange Act with regard to Act) of any class or series of equity securities of Citizens or CTC and as a tender or exchange offerresult of such transaction, or (iii) prior to the CNYF Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of Person would beneficially own 20% or more of the assets then outstanding shares or units of CNYF such class or CSBseries. As used herein, taken as the term “Superior Proposal” means, with respect to Citizens, any bona fide, unsolicited written Acquisition Proposal made by a wholePerson other than C&N which is on terms which the board of directors of Citizens in good faith concludes (after consultation with its financial advisors and outside counsel), in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more taking into account, among other things, all break-up fees, expense reimbursement provisions and conditions to consummation and all legal, financial, regulatory and other aspects of the outstanding shares of capital stock of CNYF or proposal and the filing of a registration statement under person making the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan (A) is more favorable to its shareholders from a financial point of view than the transactions contemplated by this Agreement, and (B) is such that the failure to pursue such Acquisition Proposal would or intention could reasonably be expected to do any constitute a breach of the foregoing or any agreement to engage in any of the foregoingits fiduciary duties.

No Other Bids and Related Matters. Liberty will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal (as defined below), and will enforce all confidentiality agreements to which it is a party. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF Subsidiary, Liberty nor any of their respective its officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF or any of its SubsidiariesLiberty), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below)Proposal, or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such action, and CNYF Liberty shall notify Niagara Bancorp Northfield orally (within one two business daydays) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters, PROVIDED, HOWEVER, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF from Liberty from: (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB Liberty Bancorp and Liberty Bank pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF Liberty Bancorp receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-point of view to CNYF's Liberty Bancorp stockholders, (B) legal counsel advises Liberty Bancorp that the proposed acquirer may legally acquire Liberty Bancorp and Liberty Bank, (C) the Board of Directors of CNYFLiberty Bancorp, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF Liberty Bancorp to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) (B) and (BC) being referred to herein as a "Superior Proposal"), (CD) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF Liberty Bancorp (x) provides reasonable notice to Niagara Bancorp Northfield to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in form and substance identical in all material respects substantially similar to the Confidentiality Agreement, and (DE) the CNYF Special Meeting Liberty Bancorp special meeting of Stockholders stockholders convened to approve this Agreement has not occurred, ; (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.or

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYFWHG, CSB or nor any CNYF WHG Subsidiary, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF WHG or any of its Subsidiaries), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such action, and CNYF WHG shall notify Niagara Bancorp BCSB orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries or any such officer, director director, employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters, PROVIDEDprovided, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF WHG from (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, proposal to acquire CNYF or CSB WHG pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF WHG receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to CNYF's stockholders, (B) the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF (x) provides reasonable notice to Niagara Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting of Stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.opinion

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF SubsidiaryFNB shall not, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF or any of its Subsidiaries), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or shall it authorize or permit any of its officers, directors, shareholders, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any it to: (a) Initiate, solicit, encourage (including by way of its subsidiaries to furnishing information), or take any such actionother action to facilitate, and CNYF any inquiries or the making of any proposal which constitutes an Acquisition Proposal (as defined herein); (b) Except as specifically provided in the second paragraph following subpart (c), enter into or maintain or continue discussions or negotiate with any person in furtherance of an Acquisition Proposal; (c) Agree to or endorse any Acquisition Proposal. FNB shall notify Niagara Bancorp orally (within one business day) and in writing (Orrstown as promptly as practicable) of all of the relevant details relating , in reasonable detail, as to all any inquiries and proposals which it or any of its Subsidiaries representatives or agents may receive. Notwithstanding the foregoing, it shall not be a breach of this Section 4.06 for the FNB board of directors to review and consider any unsolicited Acquisition Proposal, and/or to discuss the terms and negotiate with the Person making the unsolicited Acquisition Proposal, provided that the FNB board of directors shall have determined in its good faith judgment and after receipt of written advice of outside counsel that a failure to do so would constitute a breach of its fiduciary duties under applicable Law (provided that a copy of such officerwritten advice, director employeetogether with written notice in reasonable detail as to any unsolicited Acquisition Proposal, shall be provided to Orrstown as promptly as practicable after receipt of the unsolicited Acquisition Proposal), provided that in doing so FNB, its officers, directors, shareholders, employees, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptly, PROVIDED, HOWEVER, that nothing contained in do not otherwise breach this Section 5.06 shall prohibit 4.06. As used herein, the Board of Directors of CNYF from (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, term “Acquisition Proposal” means a bona fide proposal, to acquire CNYF proposal (including a written or CSB pursuant to verbal communication) involving a Person other than Orrstown or an Affiliate of Orrstown for: (A) a merger, consolidationconsolidation or acquisition of all or substantially all the assets or liabilities of FNB, share exchangeany FNB Subsidiary, or any other business combination, tender combination involving FNB or exchange offer any FNB Subsidiary; or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to CNYF's stockholders, (B) a transaction involving the Board transfer of Directors beneficial ownership (with the meaning of CNYF, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF (x) provides reasonable notice to Niagara Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting of Stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated 13d-3 under the Exchange Act with regard to a tender Act) of any class or exchange offer, or (iii) prior to the CNYF Special Meeting series of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board equity securities of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF FNB or any FNB Subsidiary and as a result of its subsidiaries: (i) any mergersuch transaction, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20such Person would beneficially own 5% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the then outstanding shares or units of capital stock of CNYF such class or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingseries.

No Other Bids and Related Matters. From and after the date hereof until the earlier of the Closing or the termination of this Agreement, neither CNYFVBC, CSB or nor any CNYF VBC Subsidiary, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF VBC or any of its SubsidiariesVBC Subsidiary), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries VBC Subsidiary or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries VBC Subsidiary to take any such action, and CNYF VBC shall notify Niagara Bancorp Oneida Financial orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries VBC Subsidiary or any such officer, director director, employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters; provided, PROVIDED, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF VBC from (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, proposal to acquire CNYF or CSB VBC pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, : (A) the Board of Directors of CNYF receives a written opinion from VBC determines in its good faith, after reasonable inquiry and consultation with its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to CNYFVBC's stockholders, ; (B) the Board of Directors of CNYFVBC, after consultation with and based upon after considering the advice of independent legal counsel, determines in good faith that failure to take such action is necessary for may cause the Board of Directors of CNYF VBC to comply with breach its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), ; (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF VBC (x) provides reasonable notice to Niagara Bancorp to the effect that it is furnishing notifies Oneida Financial of such inquiries, proposals or offers received by, any such information torequested from, or entering into any such discussions or negotiations withsought to be initiated or continued with VBC or any of its representatives, indicating in connection with such notice, the name of such person and the material terms and conditions of any inquiries, proposals or entity offers, and (y) receives from such person or entity an executed confidentiality agreement in form and substance substantially identical in all material respects to the Confidentiality Agreement, ; and (D) the CNYF Special Meeting VBC special meeting of Stockholders stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting VBC special meeting of Stockholders stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.approve

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF SubsidiaryUnion Bancshares nor Union Bank, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF Union Bancshares or any of its SubsidiariesUnion Bank), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-non- public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any employees, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountant accountants or other representative retained by any of its subsidiaries representatives to take any such action, and CNYF Union Bancshares shall notify Niagara Bancorp First Guaranty Bancshares orally (within one business dayBusiness Day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which that it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters. Provided, PROVIDED, HOWEVERhowever, that nothing contained in this Section 5.06 6.05 shall prohibit the Board of Directors of CNYF from Union Bancshares from: (i) furnishing information to, or entering into discussions or negotiations with any person or entity Person that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transactionAcquisition Proposal, if, and only to the extent that, (A) the Board of Directors of CNYF Union Bancshares receives a written opinion advice from its independent financial advisor that such proposal may be is superior to the Merger Share Exchange from a financial point-of-view to CNYFUnion's stockholders, (B) the Board of Directors of CNYFUnion Bancshares, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF Union Bancshares to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF (x) provides reasonable notice to Niagara Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting of Stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.,

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF SubsidiaryFirst Bell Bancorp, nor Bell Federal Savings will, nor will they perxxx any of their respective xxxxective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF First Bell Bancorp or any of its Subsidiaries), willBell Federal Savings) to, directly or indirectlyindirxxxxy, initiate, solicit xxxicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowinglyfacilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any employees, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountant accountants or other representative retained by any of its subsidiaries representatives to take any such action, and CNYF First Bell Bancorp shall notify Niagara Northwest Bancorp orally (within one business dayoxx Xusiness Day) and in writing (as promptly as practicablepracticable but no later than three Business Days) of all of the relevant details relating to all inquiries and proposals which that it or any of its Subsidiaries Bell Federal Savings or any such officer, director employee, investment invxxxxent banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlyprovide Northwest Bancorp a copy of all written communication between First Bell Bancorp and the third party, PROVIDEDprovided, HOWEVERhowever, that nothing contained xxntained in this Section 5.06 shall prohibit the Board of Directors of CNYF First Bell Bancorp from (i) furnishing information to, or entering into discussions xxscussions or negotiations with any person or entity Person that makes an unsolicited written, bona fide proposal, to acquire CNYF First Bell Bancorp or CSB Bell Federal Savings pursuant to a merger, consolidationxxxsolidation, share xxxre exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF receives a written opinion from First Bell Bancorp is advised in writing by its independent financial advisor xxvisor that such proposal may be superior to the Merger from a financial point-of-view to CNYFFirst Bell Bancorp's stockholders, (B) the Board of Directors of CNYFXxrst Bell Bancorp, after consultation with and based upon the advice advixx of independent legal counsel, determines in good faith that failure to take such action is necessary for the Board could reasonably be expected to constitute a breach of Directors of CNYF to comply with its such directors' fiduciary duties to stockholders under applicable law (such any proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF First Bell Bancorp (x) provides reasonable notice to Niagara Northwest Bancorp to xx the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity (identifying such person or entity) and (y) receives from such person or entity an executed confidentiality agreement in form and substance substantially identical in all material respects to the Confidentiality Agreement, and (D) the CNYF Special Meeting First Bell Bancorp meeting of Stockholders stockholders convened to approve this Agreement Xxxxement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting meeting of Stockholders stockholders of First Bell Bancorp convened to approve this Agreement, failing to make xxxe or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, First Bell Bancorp determines after consultation with and based upon the xxx advice of independent legal counsel, determined in good faith that failure to take such action is necessary for could reasonably be expected to constitute a breach of such Board of Directors to comply with its directors' fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF First Bell Bancorp or any of its subsidiariesxx xts Subsidiaries: (i) any offer or proposal for, or any indication of interest in, any merger, consolidation, share exchange, recapitalization, business combination, or other similar transactionstransaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSBFirst Bell Bancorp, taken as a whole, in a single transaction or series sexxxx of transactions; (iii) any tender offer or exchange offer for 1020% or more of the outstanding shares of capital stock of CNYF First Bell Bancorp or the filing of a registration statement under the Securities Sxxxxities Act in connection therewith; or (iv) 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.

No Other Bids and Related Matters. From and after the date hereof until the termination of this Agreement, neither CNYFFirst Coastal, CSB Coastal Bank or any CNYF First Coastal Subsidiary, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF First Coastal or any of its Subsidiaries), will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such action, and CNYF First Coastal shall notify Niagara Norway Bancorp orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries or any such officer, director employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters. Provided, PROVIDED, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF First Coastal from (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, to acquire CNYF First Coastal or CSB any Subsidiary pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNYF First Coastal receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to CNYFFirst Coastal's stockholders, (B) the Board of Directors of CNYFFirst Coastal, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CNYF First Coastal to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF First Coastal (x) provides reasonable notice to Niagara Norway Bancorp to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity (identifying such person or entity) and (y) receives from such person or entity an executed confidentiality agreement in form and substance substantially identical in all material respects to the Confidentiality AgreementAgreement entered into between Norway Bancorp and First Coastal on March 2, 2001, and (D) the CNYF First Coastal Special Meeting of Stockholders convened to approve this Agreement has not occurred, (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) prior to the CNYF Special Meeting of Stockholders convened to approve this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYF, after consultation with and based upon the advice of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF or CSB, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of CNYF or the filing of a registration statement under the Securities Act in connection therewith; or (iv) 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.this

No Other Bids and Related Matters. (a) From and after the date hereof until the termination of this Agreement, neither CNYF, CSB or any CNYF Subsidiary, Skibo nor any of their respective its officers, directors, employees, representativesrepresxxxxxives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by CNYF or any of its SubsidiariesSkibo), will, directly or indirectly, initiate, solicit or knowingly knoxxxxxy encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such action, and CNYF Skibo shall notify Niagara Bancorp Northwest orally (within one two business daydays) and in anx xx writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries or any such officer, director director, employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and if such inquiry or proposal promptlymatters; provided, PROVIDED, HOWEVERhowever, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of CNYF from from: (i) furnishing information to, or entering into discussions or negotiations with any person or entity that makes an unsolicited written, bona fide proposal, to acquire CNYF or CSB Skibo Financial and/or First Carnegie pursuant to a mergermergxx, consolidationxonsolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, , (A) the Board of Directors of CNYF Skibo Financial receives a written opinion from xxxx its independent financial advisor that such proposal may be is superior to the Merger from a financial point-of-point of view to CNYF's Skibo Financial stockholders, ; (B) the Board Xxxxx of Directors of CNYFSkibo Financial, after consultation with and based upon xxxxxpt of the advice of independent legal counselcounsel (including whether the proposed acquiror may legally acquire Skibo and the prospects of regulatory approval uxxxx regulations and policies of the OTS), determines in good faith that such action is necessary for the Board of Directors of CNYF Skibo Financial to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal"), ; (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNYF (x) Skibo Financial provides reasonable notice to Niagara Bancorp Northwest to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) Skibo Financial receives from such person or entity xxxxty an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreement, and agreement; and (D) the CNYF Special Meeting Skibo Financial special meeting of Stockholders stockxxxxxrs convened to approve this Agreement has not occurred, ; (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or ; or (iii) prior to the CNYF Special Meeting Skibo Financial meeting of Stockholders stockholders convened to approve apxxxxx this Agreement, failing to make or withdrawing or modifying its recommendation to stockholders, and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of CNYFSkibo Financial, after consultation with and based upon the advice advixx of independent legal counsel, determined in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. . (b) For purposes of this Agreement, "Acquisition Proposal" shall mean any of the following (other than the transactions contemplated hereunder) involving CNYF or any of its subsidiariesSkibo: (i) any merger, consolidation, share exchange, business combinationbusinxxx xombination, or other similar transactionstransaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of CNYF Skibo Financial or CSBFirst Carnegie, taken as a whole, in a single transaction xxxxxaction or series of transactions; (iii) any tender offer or exchange offer for 1020% or more of the outstanding shares of capital stock of CNYF Skibo Financial or the filing of a registration statement under the Securities Act xxx Xecurities Laws in connection therewith; or (iv) any bona fide public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.