No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, Fox Chase shall not, and shall cause each Fox Chase Subsidiary and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “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, or could reasonably be expected to lead to, a Fox Chase Acquisition Proposal; (ii) recommend or endorse a Fox Chase Acquisition Transaction; (iii) participate in any discussions or negotiations regarding any Fox Chase Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest ) any information or data with respect to Fox Chase or any Fox Chase Subsidiary or otherwise relating to a Fox Chase Acquisition Proposal; (iv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase is a party; or (v) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase Acquisition Proposal or approve or resolve to approve any Fox Chase Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase Acquisition Proposal. Any violation of the foregoing restrictions by Fox Chase or any Fox Chase Representative, whether or not such Fox Chase Representative is so authorized and whether or not such Fox Chase Representative is purporting to act on behalf of Fox Chase or otherwise, shall be deemed to be a breach of this Agreement by Fox Chase. Fox Chase and each Fox Chase Subsidiary shall, and shall cause each of the 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 Fox Chase Acquisition Proposal.
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Samples: Merger Agreement (Fox Chase Bancorp Inc), Merger Agreement (Univest Corp of Pennsylvania)
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, Fox Chase William Penn shall not, and shall not authorize, permit or cause each Fox Chase Subsidiary any William Penn Subsidiary, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Fox Chase William Penn 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 Fox Chase William Penn Acquisition Proposal; (ii) respond to any inquiry relating to a William Penn Acquisition Proposal or a William Penn Acquisition Transaction (except to notify a Person that has made a William Penn Acquisition Proposal of the existence of the provisions of this Section 6.8); (iii) recommend or endorse a Fox Chase William Penn Acquisition Transaction; (iiiiv) participate in any discussions or negotiations regarding any Fox Chase William Penn Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest Mid Penn) any confidential or nonpublic information or data with respect to Fox Chase William Penn or any Fox Chase William Penn Subsidiary or otherwise relating to a Fox Chase William Penn Acquisition Proposal; (ivv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase William Penn is a party; or (vvi) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase William Penn Acquisition Proposal or approve or resolve to approve any Fox Chase William Penn Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase William Penn Acquisition Proposal. Any violation of the foregoing restrictions by Fox Chase William Penn or any Fox Chase William Penn Representative, whether or not such Fox Chase William Penn Representative is so authorized and whether or not such Fox Chase William Penn Representative is purporting to act on behalf of Fox Chase William Penn or otherwise, shall be deemed to be a breach of this Agreement by Fox ChaseWilliam Penn. Fox Chase William Penn and each Fox Chase William Penn Subsidiary shall, and shall cause each of the Fox Chase William Penn 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 Fox Chase William Penn Acquisition Proposal. William Penn shall notify Mid Penn immediately if any such discussion or negotiations are sought to be initiated with William Penn 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.
Appears in 2 contracts
Samples: Merger Agreement (Mid Penn Bancorp Inc), Merger Agreement (William Penn Bancorporation)
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, Fox Chase Brunswick shall not, and shall not authorize, permit or cause each Fox Chase any Brunswick Subsidiary and or their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Fox Chase Brunswick 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 Fox Chase Brunswick Acquisition Proposal; (ii) respond to any inquiry relating to a Brunswick Acquisition Proposal or a Brunswick Acquisition Transaction (except to notify a Person that has made a Brunswick Acquisition Proposal of the existence of the provisions of this Section 6.8); (iii) recommend or endorse a Fox Chase Brunswick Acquisition Transaction; (iiiiv) participate in any discussions or negotiations regarding any Fox Chase Brunswick Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest Mid Penn) any confidential or nonpublic information or data with respect to Fox Chase Brunswick or any Fox Chase Brunswick Subsidiary or otherwise relating to a Fox Chase Brunswick Acquisition Proposal; (ivv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase Brunswick is a party; or (vvi) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase Brunswick Acquisition Proposal or approve or resolve to approve any Fox Chase Brunswick Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase Brunswick Acquisition Proposal. Any violation of the foregoing restrictions by Fox Chase Brunswick or any Fox Chase Brunswick Representative, whether or not such Fox Chase Brunswick Representative is so authorized and whether or not such Fox Chase Brunswick Representative is purporting to act on behalf of Fox Chase Brunswick or otherwise, shall be deemed to be a breach of this Agreement by Fox ChaseBrunswick. Fox Chase Brunswick and each Fox Chase Brunswick Subsidiary shall, and shall cause each of the Fox Chase Brunswick 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 Fox Chase Brunswick Acquisition Proposal. Brunswick shall notify Mid Penn immediately if any such discussions or negotiations are sought to be initiated with Brunswick 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.
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