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

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone and Tower shall not and shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Proposal, (ii) recommend or endorse an Acquisition Proposal, (iii) participate in any discussions or negotiations regarding an Acquisition Proposal, (iv) provide any third party (other than the other party to this Agreement or an Affiliate of such party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal or (v) enter into an agreement with any other party with respect to an Acquisition Proposal. Graystone and Tower will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone and Tower hereto with respect to any of the foregoing, and 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 4.06. Graystone and Tower will notify each other orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Proposal are received or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding the foregoing, the board of directors of Graystone or Tower may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board of directors shall have determined, in good faith after consultation with its legal advisors, that the failure to do so may constitute a breach of their fiduciary duties.

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone and Tower FBKP shall not and FBKP shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition ProposalTransaction (as defined below), (ii) recommend or endorse an Acquisition ProposalTransaction, (iii) participate in any discussions or negotiations regarding an Acquisition ProposalTransaction, (iv) provide any third party (other than the other party to this Agreement PSB or an Affiliate affiliate of such partyPSB) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal Transaction or (v) enter into an agreement with any other party with respect to an Acquisition ProposalTransaction. Graystone and Tower Notwithstanding the foregoing, (i) the Board of Directors of FBKP may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP may recommend or endorse an Acquisition Transaction, in each case, if it receives a written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. FBKP will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone and Tower hereto PSB with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in this the first sentence hereof of the obligations undertaken in this Section 4.06. Graystone and Tower FBKP will notify each other PSB orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Proposal Transaction are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continuedcontinued with, FBKP. Notwithstanding As used in this Agreement, "Acquisition Transaction" shall mean one of the foregoingfollowing transactions with a party other than PSB or an affiliate of PSB: (i) a merger or consolidation, or any similar transaction, involving FBKP or an FBKP Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the board assets or liabilities of directors FBKP or an FBKP Subsidiary or (iii) a purchase or other acquisition (including by way of Graystone share exchange, tender offer, exchange offer or Tower may respond to, in otherwise) of a manner it deems appropriate, recommend or endorse, participate substantial interest in any discussions, provide any third party with nonpublic information, class or enter into series of equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board of directors shall have determined, in good faith after consultation with its legal advisors, that the failure to do so may constitute a breach of their fiduciary dutiesFBKP Subsidiary.

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone and Tower ML shall not and ML shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition ProposalTransaction (as defined below), (ii) recommend or endorse an Acquisition ProposalTransaction, (iii) participate in any discussions or negotiations regarding an Acquisition ProposalTransaction, (iv) provide any third party (other than the other party to this Agreement Sovereign or an Affiliate affiliate of such partySovereign) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal Transaction or (v) enter into an agreement with any other party with respect to an Acquisition ProposalTransaction. Graystone Notwithstanding the foregoing, (i) for a period of 30 days after the date of this Agreement, the Board of Directors of ML may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors may recommend or endorse an Acquisition Transaction if, after having consulted with and Tower considered the written advice of its financial advisers and outside counsel, it has determined in good faith that the failure to do so would result in a reasonable likelihood that the directors, under the BCL, have breached their fiduciary duty. ML will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone and Tower hereto Sovereign with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in this the first sentence hereof of the obligations undertaken in this Section 4.06. Graystone and Tower ML will notify each other Sovereign orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Proposal Transaction are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continuedcontinued with, ML. Notwithstanding As used in this Agreement, "Acquisition Transaction" shall mean one of the foregoingfollowing transactions with a party other than Sovereign of an affiliate of Sovereign (i) a merger or consolidation, or any similar transaction, involving ML or an ML Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the board assets or liabilities of directors ML or an ML Subsidiary or (iii) a purchase or other acquisition (including by way of Graystone share exchange, tender offer, exchange offer or Tower may respond to, in otherwise) of a manner it deems appropriate, recommend or endorse, participate substantial interest in any discussions, provide any third party with nonpublic information, class or enter into series of equity securities of ML (other than as permitted by Section 4.01(a)(ii) hereof) or an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board of directors shall have determined, in good faith after consultation with its legal advisors, that the failure to do so may constitute a breach of their fiduciary dutiesML Subsidiary.

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone and Tower NW Bancorp shall not and shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (ia) solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Proposal, (iib) recommend or endorse an Acquisition Proposal, (iiic) participate in any discussions or negotiations regarding an Acquisition Proposal, (ivd) provide any third party (other than the other party to this Agreement or an Affiliate of such party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal Proposal, or (ve) enter into an agreement with any other party with respect to an Acquisition Proposal. Graystone and Tower NW Bancorp will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone ACNB and Tower hereto the ACNB Subsidiaries with respect to any of the foregoing, and 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 4.065.07. Graystone and Tower NW Bancorp will notify each other ACNB orally (within one daytwo days) and in writing (as promptly as practicablewithin five (5) days) if any inquiries or proposals relating to an Acquisition Proposal are received or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding the foregoing, the board of directors of Graystone or Tower NW Bancorp may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board NW Bancorp Board of directors Directors shall have determined, in good faith after consultation with its legal and financial advisors, that the failure to do so may constitute would result in a breach of their fiduciary duties. Nothing contained in this Agreement shall prevent NW Bancorp from complying with its obligation to pay the termination fee provided in Section 8.01.

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone Penseco and Tower Peoples shall not and shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Proposal, (ii) recommend or endorse an Acquisition Proposal, (iii) participate in any discussions or negotiations regarding an Acquisition Proposal, (iv) provide any third party (other than the other party to this Agreement or an Affiliate of such party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal or (v) enter into an agreement with any other party with respect to an Acquisition Proposal. Graystone Penseco and Tower Peoples will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone Penseco and Tower Peoples hereto with respect to any of the foregoing, and 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 4.06. Graystone Penseco and Tower Peoples will notify each other orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Proposal are received or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding the foregoing, the board of directors of Graystone Penseco or Tower Peoples may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board of directors shall have determined, in good faith after consultation with its legal and financial advisors, that the failure to do so may constitute a breach of their fiduciary duties. Nothing contained in this Agreement shall prevent Penseco and Peoples, and their respective Boards of Directors, from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal; provided, that such Rules will in no way eliminate or modify the effect that any action pursuant to such Rules would otherwise have under this Agreement.

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone and Tower neither party shall not and shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition ProposalTransaction (as defined below), (ii) recommend or endorse an Acquisition ProposalTransaction, (iii) participate in any discussions or negotiations regarding an Acquisition ProposalTransaction, (iv) provide any third party (other than the other party to this Agreement or an Affiliate affiliate of such party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal Transaction or (v) enter into an agreement with any other party with respect to an Acquisition ProposalTransaction. Graystone and Tower Notwithstanding the foregoing, (i) the Board of Directors of Heritage or BCB may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of Heritage or BCB may recommend or endorse an Acquisition Transaction, in each case, if it receives an unqualified written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. Each party hereto will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone and Tower the other party hereto with respect to any of the foregoing, and 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 4.06. Graystone and Tower Each party hereto will notify each the other party hereto orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Proposal Transaction are received or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding As used in this Agreement, "Acquisition Transaction" shall mean one of the foregoingfollowing transactions with a party other than the other party hereto (i) a merger or consolidation, or any similar transaction, (ii) a purchase, lease or other acquisition of all or a substantial portion of the board assets or liabilities of directors a party hereto or (iii) a purchase or other acquisition (including by way of Graystone share exchange, tender offer, exchange offer or Tower may respond to, in otherwise) of a manner it deems appropriate, recommend or endorse, participate substantial interest in any discussions, provide any third party with nonpublic information, class or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board series of directors shall have determined, in good faith after consultation with its legal advisors, that the failure to do so may constitute a breach of their fiduciary dutiesequity securities (other than as permitted by Section 4.01(a)(ii) hereof) or its Subsidiary.

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone and Tower Landmark shall not and shall not authorize or permit any of its directors, officers, employees or agents, or shareholders to directly or indirectly (ia) solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Proposal, (iib) recommend or endorse an Acquisition Proposal, (iiic) participate in any discussions or negotiations regarding an Acquisition Proposal, (ivd) provide any third party (other than the other party parties to this Agreement or an Affiliate of such party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal Proposal, or (ve) enter into an agreement with any other party with respect to an Acquisition Proposal. Graystone and Tower Landmark will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone Fidelity and Tower hereto the Fidelity Subsidiaries with respect to any of the foregoing, and 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 4.065.07. Graystone and Tower Landmark will notify each other Fidelity orally (within one daytwo days) and in writing (as promptly as practicablewithin five (5) days) if any inquiries or proposals relating to an Acquisition Proposal are received or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding the foregoing, the board of directors of Graystone or Tower Landmark may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board Landmark Board of directors Directors shall have determined, in good faith after consultation with its Landmark’s legal advisorscounsel and (as to financial matters) Landmark’s financial advisor, that the failure to do so may constitute would, or would reasonably likely, result in a breach of their its fiduciary duties. Nothing contained in this Agreement shall prevent Landmark from complying with its obligation to pay the termination fee provided in Section 8.01.

No Other Bids and Related Matters. So long as this --------------------------------- Agreement remains in effect, Graystone and Tower neither party shall not and shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition ProposalTransaction (as defined below), (ii) recommend or endorse an Acquisition ProposalTransaction, (iii) participate in any discussions or negotiations regarding an Acquisition ProposalTransaction, (iv) provide any third party (other than the other party to this Agreement or an Affiliate affiliate of such party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal Transaction or (v) enter into an agreement with any other party with respect to an Acquisition ProposalTransaction. Graystone and Tower Notwithstanding the foregoing, (i) the Board of Directors of Heritage or BCB may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of Heritage or BCB may recommend or endorse an Acquisition Transaction, in each case, if it receives an unqualified written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. Each party hereto will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone and Tower the other party hereto with respect to any of the foregoing, and 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 4.06. Graystone and Tower Each party hereto will notify each the other party hereto orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Proposal Transaction are received or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding As used in this Agreement, "Acquisition Transaction" shall mean one of the foregoingfollowing transactions with a party other than the other party hereto (i) a merger or consolidation, or any similar transaction, (ii) a purchase, lease or other acquisition of all or a substantial portion of the board assets or liabilities of directors a party hereto or (iii) a purchase or other acquisition (including by way of Graystone share exchange, tender offer, exchange offer or Tower may respond to, in otherwise) of a manner it deems appropriate, recommend or endorse, participate substantial interest in any discussions, provide any third party with nonpublic information, class or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board series of directors shall have determined, in good faith after consultation with its legal advisors, that the failure to do so may constitute a breach of their fiduciary dutiesequity securities (other than as permitted by Section 4.01(a)(ii) hereof) or its Subsidiary.

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone and Tower FC Bancorp shall not and shall not authorize or permit any of its directors, officers, employees employees, agents or agents, shareholders to directly or indirectly (ia) solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Proposal, (iib) recommend or endorse an Acquisition Proposal, (iiic) participate in any discussions or negotiations regarding an Acquisition Proposal, (ivd) provide any third party (other than the other party to this Agreement ACNB or an Affiliate of such partyACNB) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal Proposal, or (ve) enter into an agreement with any other party with respect to an Acquisition Proposal. Graystone and Tower FC Bancorp will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone ACNB and Tower hereto the ACNB Subsidiaries with respect to any of the foregoing, and 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 4.065.07. Graystone and Tower FC Bancorp will notify each other ACNB orally (within one daytwo days) and in writing (as promptly as practicablewithin five (5) days) if any inquiries or proposals relating to an Acquisition Proposal are received or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding the foregoing, the board of directors of Graystone or Tower FC Bancorp may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board FC Bancorp Board of directors Directors shall have determined, in good faith after consultation with its legal and financial advisors, that the failure to do so may constitute would result in a breach of their fiduciary duties. Nothing contained in this Agreement shall prevent FC Bancorp from complying with its obligation to pay the termination fee provided in Section 8.01.

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone and Tower Traditions shall not and shall not authorize or permit any of its directors, officers, employees employees, agents or agents, shareholders to directly or indirectly (ia) solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Proposal, (iib) recommend or endorse an Acquisition Proposal, (iiic) participate in any discussions or negotiations regarding an Acquisition Proposal, (ivd) provide any third party (other than the other party parties to this Agreement or an Affiliate of such partyparties) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal Proposal, or (ve) enter into an agreement with any other party with respect to an Acquisition Proposal. Graystone and Tower Traditions will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone ACNB and Tower hereto the ACNB Subsidiaries with respect to any of the foregoing, and 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 4.065.07. Graystone and Tower Traditions will notify each other ACNB orally (within one daytwo days) and in writing (as promptly as practicablewithin five (5) days) if any inquiries or proposals relating to an Acquisition Proposal are received or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding the foregoing, the board of directors of Graystone or Tower Traditions may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective Traditions board of directors shall have determined, in good faith after consultation with its legal and financial advisors, that the failure to do so may constitute would result in a breach of their fiduciary duties. Nothing contained in this Agreement shall prevent Traditions from complying with its obligation to pay the termination fee provided in Section 8.01.

No Other Bids and Related Matters. So long as this Agreement remains in effect, Graystone and Tower Waypoint shall not and Waypoint shall not authorize or permit any of its directors, officers, employees employees, investment bankers, lawyers or agents, agents or other representatives to directly or indirectly indirectly: (ia) solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition ProposalTransaction, (iib) respond to any inquiry relating to an Acquisition Transaction, except as otherwise advised in a written legal opinion of outside counsel to Waypoint to the effect that a failure to do so would result in a breach of their fiduciary obligations under Pennsylvania law (provided that a copy of such written opinion shall have been provided to Sovereign together with a written notice that Waypoint intends to respond to the inquiry no earlier that three (3) Business Days following receipt by Sovereign of such notice), (c) recommend or endorse an Acquisition ProposalTransaction, (iiid) participate in any discussions or negotiations regarding an Acquisition ProposalTransaction, (ive) provide any third party (other than the other party to this Agreement Sovereign or an Affiliate affiliate of such partySovereign) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal or Transaction, (vf) enter into an agreement with any other party with respect to an Acquisition ProposalTransaction, or (g) fail to recommend and support the Merger to Waypoint shareholders. Graystone and Tower Waypoint will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Graystone and Tower hereto Sovereign with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in this the first sentence hereof of the obligations undertaken in this Section 4.06. Graystone and Tower Waypoint will notify each other Sovereign orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Proposal Transaction are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding the foregoingcontinued with, the board of directors of Graystone or Tower may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board of directors shall have determined, in good faith after consultation with its legal advisors, that the failure to do so may constitute a breach of their fiduciary dutiesWaypoint.