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

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, First Priority shall not, and shall not authorize, permit or cause any First Priority Subsidiary or their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “First Priority Representatives”) to, directly or indirectly, (i) initiate, solicit, induce or encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes or could reasonably be expected to lead to a First Priority Acquisition Proposal; (ii) respond to any inquiry relating to a First Priority Acquisition Proposal or a First Priority Acquisition Transaction; (iii) recommend or endorse a First Priority Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any First Priority Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Mid Penn) any information or data with respect to First Priority or any First Priority Subsidiary or otherwise relating to a First Priority Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which First Priority is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any First Priority Acquisition Proposal or approve or resolve to approve any First Priority Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a First Priority Acquisition Proposal. Any violation of the foregoing restrictions by First Priority or any First Priority Representative, whether or not such First Priority Representative is so authorized and whether or not such First Priority Representative is purporting to act on behalf of First Priority or otherwise, shall be deemed to be a breach of this Agreement by First Priority. First Priority and each First Priority Subsidiary shall, and shall cause each of the First Priority Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential First Priority Acquisition Proposal. First Priority shall notify Mid Penn immediately if any such discussions or negotiations are sought to be initiated with First Priority by any Person other than Mid Penn or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid Penn.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, First Priority Fox Chase shall not, and shall not authorize, permit or cause any First Priority each Fox Chase Subsidiary or and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “First Priority Fox Chase Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes constitutes, or could reasonably be expected to lead to to, a First Priority Fox Chase Acquisition Proposal; (ii) respond to any inquiry relating to recommend or endorse a First Priority Acquisition Proposal or a First Priority Fox Chase Acquisition Transaction; (iii) recommend or endorse a First Priority Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any First Priority Fox Chase Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Mid PennUnivest ) any information or data with respect to First Priority Fox Chase or any First Priority Fox Chase Subsidiary or otherwise relating to a First Priority Fox Chase Acquisition Proposal; (viv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which First Priority Fox Chase is a party; or (viv) enter into any agreement, agreement in principle or letter of intent with respect to any First Priority Fox Chase Acquisition Proposal or approve or resolve to approve any First Priority Fox Chase Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a First Priority Fox Chase Acquisition Proposal. Any violation of the foregoing restrictions by First Priority Fox Chase or any First Priority Fox Chase Representative, whether or not such First Priority Fox Chase Representative is so authorized and whether or not such First Priority Fox Chase Representative is purporting to act on behalf of First Priority Fox Chase or otherwise, shall be deemed to be a breach of this Agreement by First PriorityFox Chase. First Priority Fox Chase and each First Priority Fox Chase Subsidiary shall, and shall cause each of the First Priority Fox Chase Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential First Priority Fox Chase Acquisition Proposal. First Priority shall notify Mid Penn immediately if any such discussions or negotiations are sought to be initiated with First Priority by any Person other than Mid Penn or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid Penn.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, First Priority Scottdale shall not, and shall not authorize, permit or cause any First Priority Subsidiary or their respective its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates Affiliates, shareholders owning fifteen percent or more of the outstanding shares of Scottdale (including their family members and beneficial owners, as applicable) and other agents (collectively, the “First Priority Scottdale Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes or could reasonably be expected to lead to a First Priority Scottdale Acquisition Proposal; (ii) respond to any inquiry relating to a First Priority Scottdale Acquisition Proposal or a First Priority Scottdale Acquisition Transaction; (iii) recommend or endorse a First Priority Scottdale Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any First Priority Scottdale Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Mid Penn) any information or data with respect to First Priority or any First Priority Subsidiary Scottdale or otherwise relating to a First Priority Scottdale Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which First Priority Scottdale is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any First Priority Scottdale Acquisition Proposal or approve or resolve to approve any First Priority Scottdale Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a First Priority Scottdale Acquisition Proposal. Any violation of the foregoing restrictions by First Priority Scottdale or any First Priority Scottdale Representative, whether or not such First Priority Scottdale Representative is so authorized and whether or not such First Priority Scottdale Representative is purporting to act on behalf of First Priority Scottdale or otherwise, shall be deemed to be a breach of this Agreement by First PriorityScottdale. First Priority and each First Priority Subsidiary Scottdale shall, and shall cause each of the First Priority Scottdale Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential First Priority Scottdale Acquisition Proposal. First Priority Scottdale shall notify Mid Penn immediately if any such discussions or negotiations are sought to be initiated with First Priority Scottdale by any Person other than Mid Penn or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid Penn. For purposes of this Agreement, “Scottdale Acquisition Proposal” shall mean any inquiry, offer or proposal (other than an inquiry, offer or proposal from Mid Penn), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, a Scottdale Acquisition Transaction. For purposes of this Agreement, “Scottdale Acquisition Transaction” shall mean (A) any transaction or series of transactions involving any merger, consolidation, recapitalization, share exchange, liquidation, dissolution or similar transaction involving Scottdale; (B) any transaction pursuant to which any third party or group acquires or would acquire (whether through sale, lease or other disposition), directly or indirectly, any assets of Scottdale representing, in the aggregate, fifteen percent (15%) or more of the assets of Scottdale on a consolidated basis; (C) any issuance, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing ten percent (10%) or more of the votes attached to the outstanding securities of Scottdale; (D) any tender offer or exchange offer that, if consummated, would result in any third party or group beneficially owning ten percent (10%) or more of any class of equity securities of Scottdale; or (E) any transaction which is similar in form, substance or purpose to any of the foregoing transactions, or any combination of the foregoing.

No Other Bids and Related Matters. (a) So long as From and after the date hereof until the termination of this Agreement remains in effectAgreement, except as otherwise expressly permitted in this Agreement, First Priority Riverview shall not, and shall not authorize, permit or cause any First Priority Riverview Subsidiary or their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “First Priority Riverview Representatives”) to, directly or indirectly, (i) initiate, solicit, induce or encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes or could reasonably be expected to lead to a First Priority Riverview Acquisition Proposal; (ii) respond to any inquiry relating to a First Priority Riverview Acquisition Proposal or a First Priority Riverview Acquisition TransactionTransaction (except to notify a Person that has made a Riverview Acquisition Proposal of the existence of the provisions of this Section 6.8); (iii) recommend or endorse a First Priority Riverview Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any First Priority Riverview Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Mid Penn) any confidential or nonpublic information or data with respect to First Priority Riverview or any First Priority Riverview Subsidiary or otherwise relating to a First Priority Riverview Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which First Priority Riverview is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any First Priority Riverview Acquisition Proposal or approve or resolve to approve any First Priority Riverview Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a First Priority Riverview Acquisition Proposal. Any violation of the foregoing restrictions by First Priority Riverview or any First Priority Riverview Representative, whether or not such First Priority Riverview Representative is so authorized and whether or not such First Priority Riverview Representative is purporting to act on behalf of First Priority Riverview or otherwise, shall be deemed to be a breach of this Agreement by First PriorityRiverview. First Priority Riverview and each First Priority Riverview Subsidiary shall, and shall cause each of the First Priority Riverview Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential First Priority Riverview Acquisition Proposal. First Priority shall notify Mid Penn immediately if any such discussions or negotiations are sought to be initiated with First Priority by any Person other than Mid Penn or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid Penn.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, First Priority Seller shall not, and shall not authorize, permit or cause any First Priority Subsidiary or each Seller Affiliate and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “First Priority Seller Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes or could reasonably be expected to lead to a First Priority Seller Acquisition Proposal; (ii) respond to any inquiry relating to a First Priority Seller Acquisition Proposal or a First Priority Acquisition TransactionProposal; (iii) recommend or endorse a First Priority Seller Acquisition Proposal or Seller Acquisition Transaction, except in connection with a Seller Subsequent Determination permitted pursuant to Section 6.11(g); (iv) participate in any discussions or negotiations regarding any First Priority Seller Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Mid PennBuyer) to any non-public information or data with respect to First Priority or any First Priority Subsidiary the Business or otherwise relating to a First Priority Seller Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which First Priority Seller is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any First Priority Seller Acquisition Proposal or approve or resolve to approve any First Priority Seller Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a First Priority Seller Acquisition Proposal. Any In the event of any violation of the foregoing restrictions by First Priority or any First Priority RepresentativeSeller Representative becomes known to Seller, whether or Seller shall use best efforts both to promptly cure, to the extent practicable, any prior violation and to cause such Seller Representative to not such First Priority Representative is so authorized and whether or not such First Priority Representative is purporting to act on behalf of First Priority or otherwise, shall be deemed to be a breach commit any additional violations of this Agreement by First PrioritySection. First Priority and each First Priority Subsidiary shall, and shall cause each of the First Priority Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential First Priority Acquisition Proposal. First Priority Seller shall notify Mid Penn immediately Buyer promptly if any such discussions or negotiations are sought to be initiated with First Priority Seller by any Person other than Mid Penn Buyer or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid PennBuyer.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, First Priority Seller shall not, and shall not authorize, permit or cause any First Priority Subsidiary or each Seller Affiliate and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “First Priority "Seller Representatives”") not to, directly or indirectly, (i) initiate, solicit, induce or encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes or could reasonably be expected to lead to a First Priority Seller Acquisition Proposal; (ii) respond to any inquiry relating to a First Priority Seller Acquisition Proposal or a First Priority Acquisition TransactionProposal; (iii) recommend or endorse a First Priority Seller Acquisition Proposal or Seller Acquisition Transaction, except in connection with a Seller Subsequent Determination permitted pursuant to Section 6.10(g); (iv) participate in any discussions or negotiations regarding any First Priority Seller Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Mid PennBuyer) to any non-public information or data with respect to First Priority or any First Priority Subsidiary the Business or otherwise relating to a First Priority Seller Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which First Priority Seller is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any First Priority Seller Acquisition Proposal or approve or resolve to approve any First Priority Seller Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a First Priority Seller Acquisition Proposal. Any In the event of any violation of the foregoing restrictions by First Priority or any First Priority RepresentativeSeller Representative becomes known to Seller, whether or Seller shall use best efforts both to promptly cure, to the extent practicable, any prior violation and to cause such Seller Representative to not such First Priority Representative is so authorized and whether or not such First Priority Representative is purporting to act on behalf of First Priority or otherwise, shall be deemed to be a breach commit any additional violations of this Agreement by First PrioritySection. First Priority and each First Priority Subsidiary shall, and shall cause each of the First Priority Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential First Priority Acquisition Proposal. First Priority Seller shall notify Mid Penn immediately Buyer promptly if any such discussions or negotiations are sought to be initiated with First Priority Seller by any Person other than Mid Penn Buyer or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid PennBuyer.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, First Priority Luzerne shall not, and shall not authorize, permit or cause any First Priority each Luzerne Subsidiary or and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “First Priority Luzerne Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes constitutes, relates or could reasonably be expected to lead to a First Priority Luzerne Acquisition Proposal; (ii) respond to any inquiry relating to a First Priority Luzerne Acquisition Proposal or a First Priority Luzerne Acquisition Transaction; (iii) recommend or endorse a First Priority Luzerne Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any First Priority Luzerne Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Mid PennPenns Xxxxx) any information or data with respect to First Priority Luzerne or any First Priority Luzerne Subsidiary or otherwise relating to a First Priority Luzerne Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which First Priority Luzerne is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any First Priority Luzerne Acquisition Proposal or approve or resolve to approve any First Priority Luzerne Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a First Priority Luzerne Acquisition Proposal. Any violation of the foregoing restrictions by First Priority Luzerne or any First Priority Luzerne Representative, whether or not such First Priority Luzerne Representative is so authorized and whether or not such First Priority Luzerne Representative is purporting to act on behalf of First Priority Luzerne or otherwise, shall be deemed to be a breach of this Agreement by First PriorityLuzerne. First Priority Luzerne and each First Priority Luzerne Subsidiary shall, and shall cause each of the First Priority Luzerne Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential First Priority Luzerne Acquisition Proposal. First Priority Luzerne shall notify Mid Penn Penns Xxxxx immediately if any such discussions or negotiations are sought to be initiated with First Priority Luzerne by any Person other than Mid Penn Penns Xxxxx or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid PennPenns Xxxxx.

No Other Bids and Related Matters. (a) So long Except as this Agreement remains set forth in effectSection 6.10(b), except as otherwise expressly permitted in this Agreement, First Priority FNBPA shall not, and shall not authorize, permit or cause any First Priority each FNBPA Subsidiary or and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “First Priority FNBPA Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes constitutes, relates or could reasonably be expected to lead to a First Priority FNBPA Acquisition Proposal; (ii) respond to any inquiry relating to a First Priority FNBPA Acquisition Proposal or a First Priority FNBPA Acquisition TransactionTransaction (defined below); (iii) recommend or endorse a First Priority FNBPA Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any First Priority FNBPA Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Mid PennJuniata) any information or data with respect to First Priority FNBPA or any First Priority FNBPA Subsidiary or otherwise relating to a First Priority FNBPA Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which First Priority FNBPA is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any First Priority FNBPA Acquisition Proposal or approve or resolve to approve any First Priority FNBPA Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a First Priority an FNBPA Acquisition Proposal. Any violation of the foregoing restrictions by First Priority FNBPA or any First Priority FNBPA Representative, whether or not such First Priority FNBPA Representative is so authorized and whether or not such First Priority FNBPA Representative is purporting to act on behalf of First Priority FNBPA or otherwise, shall be deemed to be a breach of this Agreement by First PriorityFNBPA. First Priority FNBPA and each First Priority FNBPA Subsidiary shall, and shall cause each of the First Priority FNBPA Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential First Priority FNBPA Acquisition Proposal. First Priority shall notify Mid Penn immediately if any such discussions or negotiations are sought to be initiated with First Priority by any Person other than Mid Penn or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid Penn.