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, Valley Green shall not, and shall cause each Valley Green Subsidiary and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Valley Green 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 Valley Green Acquisition Proposal; (ii) respond to any inquiry relating to a Valley Green Acquisition Proposal or a Valley Green Acquisition Transaction; (iii) recommend or endorse a Valley Green Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any Valley Green Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest) any information or data with respect to Valley Green or any Valley Green Subsidiary or otherwise relating to a Valley Green Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Valley Green is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any Valley Green Acquisition Proposal or approve or resolve to approve any Valley Green Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Valley Green Acquisition Proposal. Any violation of the foregoing restrictions by Valley Green or any Valley Green Representative, whether or not such Valley Green Representative is so authorized and whether or not such Valley Green Representative is purporting to act on behalf of Valley Green or otherwise, shall be deemed to be a breach of this Agreement by Valley Green. Valley Green and each Valley Green Subsidiary shall, and shall cause each of the Valley Green 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 Valley Green Acquisition Proposal. Valley Green shall notify Univest immediately if any such discussions or negotiations are sought to be initiated with Valley Green by any Person other than Univest or if any such requests for information, inquiries, proposals or communications are received from any Person other than Univest.

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, Valley Green Riverview shall not, and shall not authorize, permit or cause each Valley Green any Riverview Subsidiary and or their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Valley Green Riverview 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 Valley Green Riverview Acquisition Proposal; (ii) respond to any inquiry relating to a Valley Green Riverview Acquisition Proposal or a Valley Green 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 Valley Green Riverview Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any Valley Green Riverview Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than UnivestMid Penn) any confidential or nonpublic information or data with respect to Valley Green Riverview or any Valley Green Riverview Subsidiary or otherwise relating to a Valley Green Riverview Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Valley Green Riverview is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any Valley Green Riverview Acquisition Proposal or approve or resolve to approve any Valley Green Riverview Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Valley Green Riverview Acquisition Proposal. Any violation of the foregoing restrictions by Valley Green Riverview or any Valley Green Riverview Representative, whether or not such Valley Green Riverview Representative is so authorized and whether or not such Valley Green Riverview Representative is purporting to act on behalf of Valley Green Riverview or otherwise, shall be deemed to be a breach of this Agreement by Valley GreenRiverview. Valley Green Riverview and each Valley Green Riverview Subsidiary shall, and shall cause each of the Valley Green 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 Valley Green Riverview Acquisition Proposal. Valley Green shall notify Univest immediately if any such discussions or negotiations are sought to be initiated with Valley Green by any Person other than Univest or if any such requests for information, inquiries, proposals or communications are received from any Person other than Univest.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, Valley Green Scottdale shall not, and shall cause each Valley Green Subsidiary and 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 “Valley Green 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 Valley Green Scottdale Acquisition Proposal; (ii) respond to any inquiry relating to a Valley Green Scottdale Acquisition Proposal or a Valley Green Scottdale Acquisition Transaction; (iii) recommend or endorse a Valley Green Scottdale Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any Valley Green Scottdale Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than UnivestMid Penn) any information or data with respect to Valley Green or any Valley Green Subsidiary Scottdale or otherwise relating to a Valley Green Scottdale Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Valley Green Scottdale is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any Valley Green Scottdale Acquisition Proposal or approve or resolve to approve any Valley Green Scottdale Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Valley Green Scottdale Acquisition Proposal. Any violation of the foregoing restrictions by Valley Green Scottdale or any Valley Green Scottdale Representative, whether or not such Valley Green Scottdale Representative is so authorized and whether or not such Valley Green Scottdale Representative is purporting to act on behalf of Valley Green Scottdale or otherwise, shall be deemed to be a breach of this Agreement by Valley GreenScottdale. Valley Green and each Valley Green Subsidiary Scottdale shall, and shall cause each of the Valley Green 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 Valley Green Scottdale Acquisition Proposal. Valley Green Scottdale shall notify Univest Mid Penn immediately if any such discussions or negotiations are sought to be initiated with Valley Green Scottdale by any Person other than Univest Mid Penn or if any such requests for information, inquiries, proposals or communications are received from any Person other than UnivestMid 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. (b) Notwithstanding Section 6.8(a), Scottdale may take any of the actions described in clause (ii) or (iv) of Section 6.8(a) if but only if, (i) Scottdale has received a bona fide unsolicited written Scottdale Acquisition Proposal that did not result from a breach of this Section 6.8; (ii) the Scottdale Board of Directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and its independent financial advisor, that such Scottdale Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); (iii) Scottdale has provided Mid Penn with at least one Business Day’s prior notice of such determination; and (iv) prior to furnishing or affording access to any information or data with respect to Scottdale or otherwise relating to a Scottdale Acquisition Proposal, Scottdale receives from such Person a confidentiality agreement with terms no less favorable to Mid Penn than those contained in the Confidentiality Agreement and provides a copy of the same to Mid Penn. Scottdale shall promptly provide to Mid Penn any non-public information regarding Scottdale provided to any other Person that was not previously provided to Mid Penn, such additional information to be provided no later than the date of provision of such information to such other party. For purposes of this Agreement, “Superior Proposal” means any bona fide written proposal (on its most recently amended or modified terms, if amended or modified) made by a third party to enter into a Scottdale Acquisition Transaction on terms that the Scottdale Board of Directors determines in its good faith judgment, after consultation with and having considered the advice of outside legal counsel and financial advisor (i) would, if consummated, result in the acquisition of all, but not less than all, of the issued and outstanding shares of Scottdale Common Stock or all, or substantially all, of the assets of Scottdale on a consolidated basis; (ii) would result in a transaction that (A) involves consideration to the holders of the shares of Scottdale Common Stock that is more favorable, from a financial point of view, than the consideration to be paid to Scottdale’s shareholders pursuant to this Agreement, considering, among other things, the nature of the consideration being offered and any material regulatory approvals or other risks associated with the timing of the proposed transaction beyond or in addition to those specifically contemplated hereby, and which proposal is not conditioned upon obtaining additional financing and (B) is, in light of the other terms of such proposal, more favorable to Scottdale than the Merger and the transactions contemplated by this Agreement; and (iii) is reasonably likely to be completed on the terms proposed, in each case taking into account all legal, financial, regulatory and other aspects of the proposal. (c) Scottdale shall promptly (and in any event within twenty-four (24) hours) notify Mid Penn in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, Scottdale or any Scottdale Representatives, in each case in connection with any Scottdale Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other electronic communications) unless (i) such materials constitute confidential information of the party making such offer or proposal under an effective confidentiality agreement, (ii) disclosure of such materials jeopardizes the attorney-client privilege, or (iii) disclosure of such materials contravenes any law, rule, regulation, order, judgment or decree.) Scottdale agrees that it shall keep Mid Penn informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). (d) Subject to 6.8(e), neither the Scottdale Board of Directors nor any committee thereof shall (i) withdraw, qualify or modify, or propose to withdraw, qualify or modify, in a manner adverse to Mid Penn in connection with the transactions contemplated by this Agreement (including the Merger), the Scottdale Recommendation, or make any statement, filing or release, in connection with the Scottdale Shareholders’ Meeting or otherwise, inconsistent with the Scottdale Recommendation (it being understood that taking a neutral position or no position with respect to a Scottdale Acquisition Proposal shall be considered an adverse modification of the Scottdale Recommendation); (ii) approve or recommend, or publicly propose to approve or recommend, any Scottdale Acquisition Proposal; or (iii) enter into (or cause Scottdale to enter into) any letter of intent, agreement in principle, acquisition agreement or other agreement (A) related to any Scottdale Acquisition Transaction (other than a confidentiality agreement entered into in accordance with the provisions of Section 6.8(b)) or (B) requiring Scottdale to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement. (e) Notwithstanding Section 6.8(d) above, prior to the date of Scottdale Shareholders’ Meeting, the Scottdale Board of Directors may approve or recommend to the shareholders of Scottdale a Superior Proposal and withdraw, qualify or modify the Scottdale Recommendation in connection therewith or take any of the other actions otherwise prohibited by Section 6.8(d) (a “Scottdale Subsequent Determination”) after the fifth (5th) Business Day following the receipt by Mid Penn of a notice (the “Notice of Superior Proposal”) from Scottdale advising Mid Penn that the Scottdale Board of Directors has decided that a bona fide unsolicited written Scottdale Acquisition Proposal that it received (that did not result from a breach of this Section 6.8) constitutes a Superior Proposal (it being understood that Scottdale shall be required to deliver a new Notice of Superior Proposal in respect of any revised Superior Proposal from such third party or its affiliates that Scottdale proposes to accept and the subsequent notice period shall be five (5) Business Days) if, but only if, (i) the Scottdale Board of Directors has reasonably determined in good faith, after consultation with and having considered the advice of outside legal counsel and its financial advisor, that the failure to take such actions would be inconsistent with its fiduciary duties to Scottdale’s shareholders under applicable law and (ii) at the end of such five (5) Business Day period, after taking into account any such adjusted, modified or amended terms as may have been committed to in writing by Mid Penn since its receipt of such Notice of Superior Proposal (provided, however, that Mid Penn shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement), the Scottdale Board of Directors has again in good faith made the determination (A) in clause (i) of this Section 6.8(e) and (B) that such Scottdale Acquisition Proposal constitutes a Superior Proposal. (f) Nothing contained in this Section 6.8 or elsewhere in this Agreement shall prohibit Scottdale or the Scottdale Board of Directors from (i) complying with Scottdale’s obligations under Rule 14d-9 (as if such rule were applicable to Scottdale) and Rule 14e-2(a) promulgated under the Exchange Act, or (ii) making any disclosure to its shareholders if, in each case, the Board of Directors is advised in a written legal opinion of outside counsel to Scottdale that the failure to make such disclosure to Scottdale’s shareholders would result in a breach of their fiduciary duty under Pennsylvania law.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, Valley Green Luzerne shall not, and shall cause each Valley Green Luzerne Subsidiary and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Valley Green 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 Valley Green Luzerne Acquisition Proposal; (ii) respond to any inquiry relating to a Valley Green Luzerne Acquisition Proposal or a Valley Green Luzerne Acquisition Transaction; (iii) recommend or endorse a Valley Green Luzerne Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any Valley Green Luzerne Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than UnivestPenns Xxxxx) any information or data with respect to Valley Green Luzerne or any Valley Green Luzerne Subsidiary or otherwise relating to a Valley Green Luzerne Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Valley Green Luzerne is a party; or (vi) enter into any agreement, agreement in principle or letter of intent with respect to any Valley Green Luzerne Acquisition Proposal or approve or resolve to approve any Valley Green Luzerne Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Valley Green Luzerne Acquisition Proposal. Any violation of the foregoing restrictions by Valley Green Luzerne or any Valley Green Luzerne Representative, whether or not such Valley Green Luzerne Representative is so authorized and whether or not such Valley Green Luzerne Representative is purporting to act on behalf of Valley Green Luzerne or otherwise, shall be deemed to be a breach of this Agreement by Valley GreenLuzerne. Valley Green Luzerne and each Valley Green Luzerne Subsidiary shall, and shall cause each of the Valley Green 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 Valley Green Luzerne Acquisition Proposal. Valley Green Luzerne shall notify Univest Penns Xxxxx immediately if any such discussions or negotiations are sought to be initiated with Valley Green Luzerne by any Person other than Univest Penns Xxxxx or if any such requests for information, inquiries, proposals or communications are received from any Person other than UnivestPenns Xxxxx.