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 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.

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. (b) For purposes of this Agreement, "Seller Acquisition Proposal" shall mean any inquiry, offer or proposal (other than an inquiry, offer or proposal from Buyer), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, a Seller Acquisition Transaction. For purposes of this Agreement, "Seller Acquisition Transaction" shall mean (A) an acquisition of the Business or all or substantially all of the Purchased Assets, in either case independent of the acquisition of any other business or assets of Seller, in a single transaction or series of transactions involving any merger, consolidation, purchase of assets, recapitalization, purchase or exchange or equity interests, liquidation, dissolution or similar transaction involving the Business or all or substantially all of the Purchased Assets, in either case independent of the acquisition of any other business or assets of Seller or (B) any transaction which is similar in form, substance and purpose to the transactions provided for and contemplated by this Agreement. Notwithstanding the foregoing and for the avoidance of doubt, (i) "Seller Acquisition Transaction" does not include (x) the acquisition of the Business or all or substantially all of the Purchased Assets together with any other business or assets of Seller (an "Exempt Sale") or (y) the acquisition of any other business or assets of Seller independent of the acquisition of the Business or all or substantially all of the Purchased Assets, in each case whether by merger, consolidation, purchase of assets, recapitalization, purchase or exchange or equity interests, liquidation, dissolution or similar transaction, and (ii) Seller shall not be in breach of Section 6.10(a) by virtue of taking any actions in furtherance of an Exempt Sale, including preparing and distributing a confidential information memorandum (or similar document), even if a third party makes a Seller Acquisition Proposal in connection therewith.

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. (b) For purposes of this Agreement, “Seller Acquisition Proposal” shall mean any inquiry, offer or proposal (other than an inquiry, offer or proposal from Buyer), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, a Seller Acquisition Transaction. For purposes of this Agreement, “Seller Acquisition Transaction” shall mean (A) an acquisition of the Business or all or substantially all of the Purchased Assets, in either case independent of the acquisition of any other business or assets of Seller, in a single transaction or series of transactions involving any merger, consolidation, purchase of assets, recapitalization, purchase or exchange or equity interests, liquidation, dissolution or similar transaction involving the Business or all or substantially all of the Purchased Assets, in either case independent of the acquisition of any other business or assets of Seller or (B) any transaction which is similar in form, substance and purpose to the transactions provided for and contemplated by this Agreement. Notwithstanding the foregoing and for the avoidance of doubt, (i) “Seller Acquisition Transaction” does not include (x) the acquisition of the Business or all or substantially all of the Purchased Assets together with any other business of Seller (an “Exempt Sale”) or (y) the acquisition of any other business of Seller independent of the acquisition of the Business or all or substantially all of the Purchased Assets, in each case whether by merger, consolidation, purchase of assets, recapitalization, purchase or exchange or equity interests, liquidation, dissolution or similar transaction, and (ii) Seller shall not be in breach of Section 6.11(a) by virtue of taking any actions in furtherance of an Exempt Sale, including preparing and distributing a confidential information memorandum (or similar document), even if a third party makes a Seller Acquisition Proposal in connection therewith.