Common use of No Other Bids Clause in Contracts

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby, North Penn shall not, and shall not permit or authorize any “Affiliate” (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn to directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transaction” (as defined below) by any other party, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, in the event that, prior to obtaining shareholder approval of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition Transaction.

No Other Bids. Except with respect to this Agreement and the transactions contemplated herebyhereby or as otherwise permitted by this Section 5.5, North Penn shall not, and shall not permit or authorize neither Sterling nor any “Affiliate” Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativerepresentatives”) retained by North Penn to Sterling shall directly or indirectly (i) initiate, solicit, encourage or otherwise take any action designed to or could reasonably be expected to facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition TransactionProposal” (as defined below) by any other party, party or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, Proposal. Neither Sterling nor any Affiliate or (iii) representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition TransactionProposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn Sterling shall promptly notify Xxxxxxx Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transactiontransaction. North Penn Sterling shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, in the event that, prior to obtaining shareholder approval of the Merger, North Penn Sterling receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor)fide (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Transaction Proposal and (ii) such Acquisition Transaction Proposal constitutes a “Superior Proposal” (as defined below), North Penn Sterling may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn Sterling than the confidentiality agreement with XxxxxxxRoma, and provided further that North Penn Sterling also shall provide to Xxxxxxx Roma a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to XxxxxxxRoma. North Penn Sterling shall promptly advise Xxxxxxx Roma orally and in writing of any Acquisition TransactionProposal, the material terms and conditions of any such Acquisition Transaction Proposal (including any changes thereto) and the identity of the person making any such Acquisition TransactionProposal. North Penn Sterling shall (i) keep Xxxxxxx Roma fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition TransactionProposal, (ii) provide to Xxxxxxx Roma as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn Sterling or any North Penn subsidiary Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Transaction Proposal (including any draft acquisition agreement) and (iii) keep Xxxxxxx Roma fully informed in all material respects of the status and details of any determination by North PennSterling’s Board of Directors with respect to any such Acquisition TransactionProposal.

No Other Bids. Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, North Penn shall notneither FCB, and shall not permit or authorize nor any of its Subsidiaries, nor any “Affiliateaffiliate” (as defined hereinbelow) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn to FCB shall directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transactiontakeover proposal” (as defined below) by any other party, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn FCB shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding Neither FCB nor any affiliate or representative thereof shall furnish any non-public information or negotiate or enter into any agreement or contract with respect to any takeover proposal, and shall direct and use its reasonable efforts to cause its affiliates or representatives not to engage in any of the foregoing provisions foregoing, but FCB may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if (i) the Board of Directors of FCB determines in good faith in the proper exercise of their fiduciary duties after consultation with Xxxxxxxxx & Company, LLC or Xxxxx Capital Group, LLC that it is a Superior Proposal, (ii) the Board of Directors of FCB determines in good faith after consulting with legal counsel that to not furnish non-public information or negotiate or enter into any agreement or contract with respect to such takeover proposal or to not offer such takeover proposal to the shareholders would constitute a breach of the fiduciary duties owed by the members of FCB’s Board of Directors, and (iii) FCB is otherwise incompliance with this Section 5.5. Notwithstanding the foregoing, in FCB shall not furnish any non-public information, grant any access to the event thatbusiness, prior to obtaining shareholder approval properties, assets, books or records of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge FCB or any of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to Subsidiaries by any third party pursuant that may be considering making, or has made, a takeover proposal, or negotiate a takeover proposal unless at least forty-eight (48) hours before it takes any such action or makes any response to this Section 5.5 any request to take such action it has delivered to EVBS written notice advising EVBS that it intends to furnish non-public information, grant such access or negotiate a takeover proposal, and that FCB shall continue to advise EVBS after taking such action of the status and terms of any discussions and negotiations with the third party. In addition, FCB shall notify EVBS promptly (but in no event later than 24 hours) after receipt by FCB or any of its representatives of any takeover proposal or of any request for information relating to FCB or any of its Subsidiaries or for access to the extent not previously business, properties, assets, books or records of FCB or any of its Subsidiaries by any third party that may be considering making, or has made, a takeover proposal, which notice shall be provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing and shall identify the third party making, and the terms and conditions of, any such takeover proposal, indication or request (including any changes thereto). FCB shall keep EVBS reasonably informed, on a current basis, of the status and details of any Acquisition Transactionsuch takeover proposal, indication or request (including any material changes thereto) and shall promptly (but in no event later than 24 hours after receipt) provide to EVBS copies of all correspondence and written materials sent or provided to FCB or any of its Subsidiaries that describe the material terms and conditions of any such Acquisition Transaction takeover proposal. As used in this Section 5.5, an “affiliate” of FCB means any executive officer or director of FCB or direct or indirect beneficial owner of a ten percent (including 10%) or greater equity or voting interest in FCB. As used in this Section 5.5, “takeover proposal” shall mean any changes theretoproposal for a merger or other business combination involving FCB or for the acquisition of fifteen percent (15%) and the identity or more of the person making any such Acquisition Transaction. North Penn shall equity interest in FCB or for the acquisition of fifteen percent (i15%) keep Xxxxxxx fully informed in all material respects or more of the status and details (including any change to the terms thereof) assets or liabilities of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition TransactionFCB.

No Other Bids. Except with respect (a) Until the earlier to occur of (a) the Manufacturing Closing or (b) the earlier termination of this Agreement and the transactions contemplated herebypursuant to its terms, North Penn shall not, and shall not permit or authorize any “Affiliate” (as defined herein) thereof, neither Seller nor any investment bankerof Seller’s officers, attorneymanagers, accountant employees, agents or other representative (collectivelyrepresentatives shall, “representative”) retained by North Penn to directly or indirectly indirectly, (i) initiate, solicit, entertain or encourage or otherwise facilitate (including by way of furnishing information regarding the Transferred Assets) any inquiries or the making of any proposal or offer that constitutesAsset Acquisition Proposal, or make any statements to third parties which may reasonably be expected to lead to, to any “Asset Acquisition Transaction” (as defined below) by any other party, Proposal or (ii) enter intonegotiate, continue or otherwise participate engage in any discussions or negotiations regarding or furnish any information with respect tosubstantive discussions, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transactionagreement, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to Person concerning any of the foregoingAsset Acquisition Proposal. Notwithstanding the foregoing provisions of this Section 5.5foregoing, in the event that, if at any time prior to obtaining shareholder approval of the Merger, North Penn Stockholder Approval (i) Seller receives an unsolicited bona fide written proposal for an Asset Acquisition Transaction Proposal that did not solicited in violation result from any breach of this AgreementSection 4.6, and (ii) the North Penn Board concludes of Directors of Seller shall have first determined in good faith that such Asset Acquisition Proposal constitutes a Superior Proposal, (iii) the Board of Directors of Seller shall have first determined in good faith, after consultation with outside counsel, that failure to take such action would result in a breach of its fiduciary duties under the Delaware General Corporation Law (“DGCL”), and (iv) Seller shall have notified Purchaser of such determination (a “Notice of Superior Proposal”) and offered to discuss in good faith with Purchaser (and, if Purchaser accepts, thereafter negotiated in good faith), for a period of no less than five (5) business days, any adjustments in the terms and conditions of this Agreement proposed by Purchaser. If, following such notice and discussions, the Board of Directors of Seller (after consultation with its outside counsel and regionally-recognized independent financial advisor) ) shall have resolved, after taking into account the results of such discussions and proposals by Purchaser, if any, that the Asset Acquisition Proposal remains a Superior Proposal, then Seller may (iA) it is legally necessary for furnish non-public information with respect to Seller to the proper discharge of its fiduciary duties person or group making such Asset Acquisition Proposal and their representatives pursuant to respond to such Acquisition Transaction a customary confidentiality agreement, and (iiB) participate in discussions or negotiations with such person or group and their respective representatives regarding such Asset Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish provided, however, that Seller shall provide or cause make available to be furnished confidential Purchaser any material non-public information concerning Seller, the Business or data the Transferred Assets that is provided to the third party person making such proposal and participate in negotiations Asset Acquisition Proposal or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent its representatives which was not previously provided or made available to XxxxxxxPurchaser. North Penn Each Notice of Superior Proposal delivered pursuant to this Section 4.6(a) shall promptly advise Xxxxxxx orally and in writing include the forms of any Acquisition Transactionagreements pursuant to which the Superior Proposal would be implemented or, if no such agreements have been proposed, a written summary of the material terms and conditions of such Superior Proposal (it being understood that Seller must deliver a new Notice of Superior Proposal and thereafter negotiate as provided herein in the event of any modification to an Asset Acquisition Proposal if such modification results in the determination that such Asset Acquisition Transaction Proposal is a Superior Proposal). 28 (including b) Nothing contained in this Section 4.6 or in Section 4.21 shall prohibit Seller from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any changes thereto) and disclosure to Seller’s stockholders if, in the identity good faith judgment of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors of Seller, after consultation with outside counsel, failure to so disclose would result in a breach of its fiduciary duties under the DGCL; provided that disclosure to stockholders pursuant to Rule 14e-2 relating to an Asset Acquisition Proposal shall be deemed to be a Change in the Seller Board Recommendation under Section 4.21(c) unless the Board of Directors of Seller expressly, and without qualification, concurrently with such disclosure reaffirms the Seller Board Recommendation. (c) Seller will promptly inform Purchaser in writing of any Asset Acquisition Proposal (whether or not such Asset Acquisition Proposal shall be determined by the Board of Directors of Seller to constitute a Superior Proposal) received by them and shall provide to Purchaser the name of such third party and the terms of any such Asset Acquisition Proposal. The covenants in this Section 4.6 will apply to any and all discussions in which Seller is currently involved with third parties with respect to any an Asset Acquisition Proposal, and Seller shall immediately terminate all such Acquisition Transactiondiscussions.

No Other Bids. Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, North Penn shall notneither SFC, and shall not permit or authorize nor any of its Subsidiaries, nor any “Affiliateaffiliate” (as defined hereinbelow) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn to SFC shall directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transactiontakeover proposal” (as defined below) by any other party, (ii) enter into, continue . Neither SFC nor any affiliate or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transactiontakeover proposal, and shall direct and use its reasonable efforts to cause its Affiliates affiliates or representatives not to engage in any of the foregoing, but SFC may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if in the proper exercise of their fiduciary duties after consultation with legal counsel, the Board of Directors of SFC determines that such actions are in the best interests of SFC and its shareholders and the Board of Directors determines based upon a written opinion of Xxxxxxxxx & Company, LLC that it is a Superior Proposal. North Penn SFC shall promptly notify Xxxxxxx HRB orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transactiontransaction. North Penn SFC shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of As used in this Section 5.5, an “affiliate” of SFC means any executive officer or director of SFC or direct or indirect beneficial owner of a ten percent (10%) or greater equity or voting interest in SFC. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving SFC or for the event that, prior to obtaining shareholder approval acquisition of ten percent (10%) of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited equity interest in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary SFC or for the proper discharge acquisition of its fiduciary duties to respond to such Acquisition Transaction and ten percent (ii10%) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects assets or liabilities of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition TransactionSFC.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby, North Penn shall not, and shall not permit or authorize neither SE Corp nor any “Affiliate” (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn to SE Corp shall directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transaction” (as defined below) by any other party, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, . Neither SE Corp nor any Affiliate or (iii) representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract Contract with respect to any Acquisition Transaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn SE Corp shall promptly notify Xxxxxxx Beneficial orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn SE Corp shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, in the event that, prior to obtaining shareholder approval of the Merger, North Penn SE Corp receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn SE Corp Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn SE Corp may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn SE Corp shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn SE Corp than the confidentiality agreement with XxxxxxxBeneficial, and provided further that North Penn SE Corp also shall provide to Xxxxxxx Beneficial a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to XxxxxxxBeneficial. North Penn SE Corp shall promptly advise Xxxxxxx Beneficial orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person making any such Acquisition Transaction). North Penn SE Corp shall (i) keep Xxxxxxx Beneficial fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, and (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx Beneficial fully informed in all material respects of the status and details of any determination by North PennSE Corp’s Board of Directors with respect to any such Acquisition Transaction.

No Other Bids. Except For so long as this Agreement shall remain in effect, except with respect to this Agreement and the transactions contemplated hereby, North Penn shall not, and shall not permit or authorize neither CENIT nor any “Affiliate” (as defined herein) Affiliate thereof, nor any investment banker, attorney, accountant or other representative (collectively, “"representative”") retained by North Penn to CENIT, CENIT Bank or any of their respective subsidiaries shall directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transaction” "takeover proposal" (as defined below) by any other party. Except to the extent CENIT's Board of Directors has been advised in writing by counsel to such Board of Directors that the failure to do so could cause a breach of its fiduciary duties, (ii) neither CENIT nor any Affiliate or representative thereof shall enter into, continue or otherwise participate in any discussions or negotiations regarding into a discussion with or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) furnish to a third party any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transactiontakeover proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn However, CENIT may communicate information about such a takeover proposal to its shareholders if the Board of Directors of CENIT has been advised in writing by its counsel that the failure to do so could cause a breach of its fiduciary duties. CENIT shall promptly notify Xxxxxxx SouthTrust orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transactiontransaction. North Penn CENIT shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of As used in this Section 5.5, "takeover proposal" shall mean any proposal for a merger or other business combination involving CENIT, CENIT Bank or any of their respective subsidiaries or for the acquisition of a significant equity interest in CENIT, CENIT Bank or any of their respective subsidiaries or for the event that, prior to obtaining shareholder approval acquisition of a significant portion of the Mergerassets or liabilities of CENIT, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn CENIT Bank or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition Transactiontheir respective subsidiaries.

No Other Bids. Except with respect to this Agreement and the ------------- transactions contemplated hereby, North Penn shall not, and shall not permit or authorize neither Community nor any “"Affiliate” " (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “"representative”") retained by North Penn to Community, Community Bank or any of their respective subsidiaries shall directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transaction” "takeover proposal" (as defined below) by any other party. Except to the extent necessary to comply with the fiduciary duties of Community's Board of Directors as advised in writing by counsel to such Board of Directors, (ii) enter into, continue neither Community nor any Affiliate or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transactiontakeover proposal, and shall direct and use its reasonable efforts to cause its Affiliates affiliates or representatives not to engage in any of the foregoing, but Community may communicate information about such a takeover proposal to its shareholders if and to the extent it is required to do so in order to comply with its legal obligations as advised in writing by counsel. North Penn Community shall promptly notify Xxxxxxx Sun orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transactiontransaction. North Penn Community shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of As used in this Section 5.5, "takeover proposal" shall mean any proposal for a merger or other business combination involving Community, Community Bank or any of their respective subsidiaries or for the acquisition of a significant equity interest in Community, Community Bank or any of their respective subsidiaries or for the event that, prior to obtaining shareholder approval acquisition of a significant portion of the Mergerassets or liabilities of Community, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn Community Bank or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition Transactiontheir respective subsidiaries.

No Other Bids. Except with respect (a) Until the earlier to occur of (a) the Manufacturing Closing or (b) the earlier termination of this Agreement and the transactions contemplated herebypursuant to its terms, North Penn shall not, and shall not permit or authorize any “Affiliate” (as defined herein) thereof, neither Seller nor any investment bankerof Seller’s officers, attorneymanagers, accountant employees, agents or other representative (collectivelyrepresentatives shall, “representative”) retained by North Penn to directly or indirectly indirectly, (i) initiate, solicit, entertain or encourage or otherwise facilitate (including by way of furnishing information regarding the Transferred Assets) any inquiries or the making of any proposal or offer that constitutesAsset Acquisition Proposal, or make any statements to third parties which may reasonably be expected to lead to, to any “Asset Acquisition Transaction” (as defined below) by any other party, Proposal or (ii) enter intonegotiate, continue or otherwise participate engage in any discussions or negotiations regarding or furnish any information with respect tosubstantive discussions, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transactionagreement, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to Person concerning any of the foregoingAsset Acquisition Proposal. Notwithstanding the foregoing provisions of this Section 5.5foregoing, in the event that, if at any time prior to obtaining shareholder approval of the Merger, North Penn Stockholder Approval (i) Seller receives an unsolicited bona fide written proposal for an Asset Acquisition Transaction Proposal that did not solicited in violation result from any breach of this AgreementSection 4.6, and (ii) the North Penn Board concludes of Directors of Seller shall have first determined in good faith that such Asset Acquisition Proposal constitutes a Superior Proposal, (iii) the Board of Directors of Seller shall have first determined in good faith, after consultation with outside counsel, that failure to take such action would result in a breach of its fiduciary duties under the Delaware General Corporation Law (“DGCL”), and (iv) Seller shall have notified Purchaser of such determination (a “Notice of Superior Proposal”) and offered to discuss in good faith with Purchaser (and, if Purchaser accepts, thereafter negotiated in good faith), for a period of no less than five (5) business days, any adjustments in the terms and conditions of this Agreement proposed by Purchaser. If, following such notice and discussions, the Board of Directors of Seller (after consultation with its outside counsel and regionally-recognized independent financial advisor) ) shall have resolved, after taking into account the results of such discussions and proposals by Purchaser, if any, that the Asset Acquisition Proposal remains a Superior Proposal, then Seller may (iA) it is legally necessary for furnish non-public information with respect to Seller to the proper discharge of its fiduciary duties person or group making such Asset Acquisition Proposal and their representatives pursuant to respond to such Acquisition Transaction a customary confidentiality agreement, and (iiB) participate in discussions or negotiations with such person or group and their respective representatives regarding such Asset Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish provided, however, that Seller shall provide or cause make available to be furnished confidential Purchaser any material non-public information concerning Seller, the Business or data the Transferred Assets that is provided to the third party person making such proposal and participate in negotiations Asset Acquisition Proposal or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent its representatives which was not previously provided or made available to XxxxxxxPurchaser. North Penn Each Notice of Superior Proposal delivered pursuant to this Section 4.6(a) shall promptly advise Xxxxxxx orally and in writing include the forms of any Acquisition Transactionagreements pursuant to which the Superior Proposal would be implemented or, if no such agreements have been proposed, a written summary of the material terms and conditions of such Superior Proposal (it being understood that Seller must deliver a new Notice of Superior Proposal and thereafter negotiate as provided herein in the event of any modification to an Asset Acquisition Proposal if such modification results in the determination that such Asset Acquisition Transaction Proposal is a Superior Proposal). (including b) Nothing contained in this Section 4.6 or in Section 4.21 shall prohibit Seller from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any changes thereto) and disclosure to Seller’s stockholders if, in the identity good faith judgment of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors of Seller, after consultation with outside counsel, failure to so disclose would result in a breach of its fiduciary duties under the DGCL; provided that disclosure to stockholders pursuant to Rule 14e-2 relating to an Asset Acquisition Proposal shall be deemed to be a Change in the Seller Board Recommendation under Section 4.21(c) unless the Board of Directors of Seller expressly, and without qualification, concurrently with such disclosure reaffirms the Seller Board Recommendation. (c) Seller will promptly inform Purchaser in writing of any Asset Acquisition Proposal (whether or not such Asset Acquisition Proposal shall be determined by the Board of Directors of Seller to constitute a Superior Proposal) received by them and shall provide to Purchaser the name of such third party and the terms of any such Asset Acquisition Proposal. The covenants in this Section 4.6 will apply to any and all discussions in which Seller is currently involved with third parties with respect to any an Asset Acquisition Proposal, and Seller shall immediately terminate all such Acquisition Transactiondiscussions.

No Other Bids. Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, North Penn shall notneither GFH, and shall not permit or authorize nor any of its Subsidiaries, nor any “Affiliateaffiliate” (as defined hereinbelow) thereof, nor any investment banker, attorney, accountant or other representative re presentative (collectively, “representative”) retained by North Penn to GFH shall directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transactiontakeover proposal” (as defined below) by any other party, (ii) enter into, continue . Neither GFH nor any affiliate or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transactiontakeover proposal, and shall direct and use its reasonable efforts to cause its Affiliates affiliates or representatives not to engage in any of the foregoing, but GFH may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if (i) the Board of Directors of GFH determines in good faith in the proper exercise of their fiduciary duties after consultation with Sandler X’Xxxxx + Partners, L.P. that it is a Superior Proposal, (ii) the Board of Directors of GFH determines in good faith after consultin g with legal counsel that to not furnish non-public information or negotiate or enter into any agreement or contract with respect to such takeover proposal or to not offer such takeover proposal to the shareholders would constitute a breach of the fiduciary duties owed by the members of GFH’s Board of Directors, and (iii) GFH is otherwise incompliance with this Section 5.5. North Penn GFH shall promptly notify Xxxxxxx HRB orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transactiontransaction. North Penn GFH shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of As used in this Section 5.5, an “affiliate” of GFH means any executive officer or director of GFH or direct or indirect beneficial owner of a ten percent (10%) or greater equity or voting interest in GFH. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving GFH or for the event that, prior to obtaining shareholder approval acquisition of fifteen percent (15%) or more of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited equity interest in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary GFH or for the proper discharge acquisition of its fiduciary duties to respond to such Acquisition Transaction and fifteen percent (ii15%) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity more of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects assets or liabilities of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition TransactionGFH.

No Other Bids. Except with respect Until the earlier to occur of (a) the Closing or (b) the termination of this Agreement and the transactions contemplated herebypursuant to its terms, North Penn Seller shall not, and Seller shall not permit or authorize any “Affiliate” (as defined herein) thereofof its Representatives to, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn to directly or indirectly indirectly, (i) initiate, solicit, solicit or encourage or otherwise facilitate any inquiries (including by way of furnishing information regarding the Hardware Business or the making of Purchased Assets) any proposal or offer that constitutesinquiries, or make any statements to third parties which may reasonably be expected to lead toto any proposal concerning the sale of the Hardware Business or the Purchased Assets (other than to Merger Party and its Representatives in connection with the Merger), any “Acquisition Transaction” (as defined below) by any other party, or (ii) enter intonegotiate, continue or otherwise participate engage in any discussions or negotiations regarding or furnish any information with respect tosubstantive discussions, or otherwise cooperate enters into any agreement, with any Person concerning the sale of Seller, the Business or the Purchased Assets (other than with the Merger Party and its Representatives). Notwithstanding the foregoing, if Seller or any of its Representatives shall receive an unsolicited set of terms, expression of interest, inquiry, proposal or offer from any Person, entity or group (other than Buyer and its Representations) relating to possible acquisition of the Business or the Hardware Business ( an "Alternative Proposal"), then, (i) Seller will give Buyer Parent prompt written notice thereof, providing the identity of the other Person, entity or group, and a detailed description of the material terms of such Alternative Proposal, and (ii) to the extent the Board of Directors of Seller believes in any way withgood faith that such Alternative Proposal represents a Superior Offer, any Acquisition Transaction, or (iii) furnish any non-public information and the Board of Directors of Seller determines in good faith after consultation with outside legal counsel that it is necessary for the Board of Directors of Seller to comply with its fiduciary duties to Seller's stockholders under applicable law, Seller and its Representatives may furnish in connection therewith information and take such other actions consistent with the fiduciary obligations of the Board of Directors of Seller, and such actions shall not legally obligated be considered a breach of any obligations of Seller hereunder. Notwithstanding the foregoing, if Buyer delivers to furnish Seller a detailed written proposal within five (5) business days of Buyer's receipt of the material terms of the Alternative Proposal, and for which the economic value to Seller is substantively the same or negotiate better than the economic value of a Superior Offer as determined in good faith by Seller's outside legal counsel and financial advisors ("Buyer's Proposal"), Seller shall accept Buyer's Proposal and shall not accept the Superior Offer, and Buyer and Seller shall in good faith and within five (5) business days of Seller's acceptance of Buyer's Proposal amend this Agreement or enter into any agreement additional agreements to reflect the terms of Buyer's Proposal. In the event Seller does not receive Buyer's Proposal within such period of time, or contract if Seller does so receive Buyer's Proposal and Buyer and Seller are unable to amend this Agreement or enter into any additional agreements within such period of time, Seller shall have no further obligation to negotiate with respect to any Acquisition TransactionBuyer under this Section 6.6, and shall direct and use its reasonable efforts have the right to cause its Affiliates or representatives not to engage in any take such actions consistent with the fiduciary obligations of the foregoing. North Penn shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, in the event that, prior to obtaining shareholder approval of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition Transactionof Seller.

No Other Bids. Except with respect to this Agreement and the transactions contemplated herebyhereby or as otherwise permitted by this Section 5.5, North Penn shall not, and shall not permit or authorize neither Xxxx nor any “Affiliate” Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativerepresentatives”) retained by North Penn to Xxxx shall directly or indirectly (i) initiate, solicit, encourage or otherwise take any action designed to or which could reasonably be expected to facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition TransactionProposal” (as defined below) by any other party, party or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, Proposal. Neither Xxxx nor any Affiliate or (iii) representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition TransactionProposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, in the event that, prior to obtaining shareholder approval of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor). (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Transaction Proposal and (ii) such Acquisition Transaction Proposal constitutes a “Superior Proposal” (as defined below), North Penn Xxxx may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn Xxxx shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn Xxxx than the confidentiality agreement with XxxxxxxTBOP, and provided further that North Penn Xxxx also shall provide to Xxxxxxx TBOP a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to XxxxxxxTBOP. North Penn Xxxx shall promptly advise Xxxxxxx TBOP orally and in writing of any Acquisition TransactionProposal, the material terms and conditions of any such Acquisition Transaction Proposal (including any changes thereto) and the identity of the person making any such Acquisition TransactionProposal. North Penn Xxxx shall (i) keep Xxxxxxx TBOP fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition TransactionProposal, (ii) provide to Xxxxxxx TBOP as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn Xxxx or any North Penn subsidiary Xxxx from any person that describes any of the terms or conditions of any Acquisition Transaction Proposal (including any draft acquisition agreement) and (iii) keep Xxxxxxx TBOP fully informed in all material respects of the status and details of any determination by North PennXxxx’s Board of Directors with respect to any such Acquisition TransactionProposal.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby, North Penn Delaware shall not, and shall not permit or authorize any “Affiliate” (as defined herein) Delaware Subsidiary or any Affiliate thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn Delaware to directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transaction” (as defined below) by any other party, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn Delaware shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn Delaware shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.55.6, in the event that, prior to obtaining shareholder approval of the Merger, North Penn Delaware receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Delaware Board concludes in good faith (after consultation with its outside counsel and financial advisor)considering the written advice of its (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn Delaware may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn Delaware shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn Delaware than the confidentiality agreement with Xxxxxxx, and provided further that North Penn Delaware also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 5.6 to the extent not previously provided or made available to Xxxxxxx. North Penn Delaware shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person making any such Acquisition Transaction. North Penn Delaware shall (i) keep Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn Delaware or any North Penn subsidiary Delaware Subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North PennDelaware’s Board of Directors with respect to any such Acquisition Transaction.

No Other Bids. (a) (a) Except with respect to this Agreement and the transactions contemplated hereby, North Penn shall not, and shall not permit or authorize neither Farnsworth nor any “Affiliate” "Affilixxx" (as defined xx xefined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “"representative”") retained by North Penn to Farnsworth or any of its sxxxxxxxxxxs shall directly or indirectly (i) initiate, solicit, initiate or encourage (including by way of furnishing information or otherwise assistance), or take any other action designed to facilitate or that is likely to result in, any inquiries or the making of any proposal or offer that constitutes, or may is reasonably be expected likely to lead to, to any “Acquisition Transaction” (as defined below) by any other partyProposal, (ii) enter intointo any agreement with respect to an Acquisition Proposal, continue or otherwise (iii) participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any an Acquisition TransactionProposal, or (iiiiv) furnish make or authorize any non-public information statement or recommendation in support of any Acquisition Proposal. Notwithstanding the foregoing, if, and only to the extent that, (i) Farnsworth's Board reasonaxxx xxxxxxxnes in good faith, after consultation with outside legal counsel, that it is such action would be required in order for the directors of Farnsworth to comply with xxxxx xxxpective fiduciary duties under the applicable law in response to a bona fide written Acquisition Proposal not legally obligated solicited in violation of Section 5.5(a) that the Farnsworth Board believex xx xxxx faith to furnish or negotiate or enter into any agreement or contract be a Superior Proposal and (ii) Farnsworth provides noticx xx Xxxxxing and Sterling Bank of its decision to take such action in accordance with the requirements of Section 5.5(b), Farnsworth may (1) furnxxx xxxxxmation with respect to Farnsworth to any Person xxxxxx xuch an Acquisition TransactionProposal pursuant to a customary confidentiality agreement (as determined by Farnsworth after consultxxxxx xxxx outside legal counsel) on terms substantially similar to, and shall direct and use its reasonable efforts no less favorable to cause its Affiliates or representatives not to engage Farnsworth than the terms xxxxxxxxd in any such agreement between Farnsworth and Sterling or Xxxxxxxx Bank, (2) participate in discussions or negotiations regarding the Acquisition Proposal, (3) authorize any statement or recommendation in support of the foregoing. North Penn shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition TransactionProposal or (4) enter into an agreement in connection with such Acquisition Proposal. North Penn Consistent with the terms of this Section 5.5(a), Farnsworth may take any xxxxxx xx the extent necessary in order to comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act. (b) Farnsworth and each of its xxxxxxxxxies shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any Persons (other parties than Sterling or Sterling Bank) conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, Farnsworth shall notify Xxxxxxxx xnd Sterling Bank promptly (but in the no event that, prior to obtaining shareholder approval of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Board concludes in good faith (later than 24 hours) after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions receipt of any such Acquisition Transaction Proposal, or any material modification or material amendment to any Acquisition Proposal, or any request for nonpublic information relating to Farnsworth or any of its xxxxxxxxxxes or for access to the properties, books or records of Farnsworth or any of its xxxxxxxxxxes by any Person who informs the Farnsworth Board or a membxx xx xxxxor management of Farnsworth or any of its sxxxxxxxxxxs that it is considering making, or has made, an Acquisition Proposal. Farnsworth shall keep Sterxxxx xxx Xterling Bank fully informed, on a current basis, of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. Farnsworth also shall promxxxx, xxx in any event, within 24 hours, notify Sterling and Sterling Bank orally and in writing, if it enters into discussions or negotiations concerning any Acquisition Proposal in accordance with Section 5.5(a). Farnsworth shall ensure txxx xxx xirectors, officers, employees, agents and representatives (including any changes theretoinvestment bankers, financial advisors, attorneys, accountants or other retained representatives) of Farnsworth and the identity each of its xxxxxxxxxies are aware of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed restrictions described in all material respects of the status and details (including any change this Section 5.5 as reasonably necessary to the terms avoid violations thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition Transaction.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby, North Penn Seller shall not, and shall not permit or authorize any “Affiliate” Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn Seller to directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transaction” Transaction (as defined below) by any other party, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding regarding, or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn Seller shall promptly notify Xxxxxxx Buyer orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn Seller shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, in the event that, prior to obtaining shareholder approval of the Merger, North Penn Seller receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn Seller Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” Proposal (as defined below)) and (iii) at least two business days prior to furnishing any nonpublic information to, North Penn or entering into discussions with, such Person, Seller gives Buyer written notice of the identity of such Person and of Seller’s intention to furnish nonpublic information to, or enter into discussions with, such Person, Seller may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn Seller shall have entered into a confidentiality agreement with such third party on terms no less restrictive more favorable to North Penn that Person than the confidentiality agreement with XxxxxxxBuyer, and provided further that North Penn Seller also shall provide to Xxxxxxx Buyer a copy of any such confidential information or and any data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to XxxxxxxBuyer. North Penn Seller shall promptly (within 24 hours) advise Xxxxxxx Buyer orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person Person making any such Acquisition Transaction. North Penn Seller shall (i) keep Xxxxxxx Buyer fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx Buyer as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn Seller or any North Penn subsidiary Seller Subsidiary from any person Person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx Buyer fully informed in all material respects of the status and details of any determination by North PennSeller’s Board of Directors with respect to any such Acquisition TransactionTransaction immediately upon any such determination.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby, North Penn UpState shall not, and shall not permit or authorize any “Affiliate” (as defined herein) UpState Subsidiary or any Affiliate thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn UpState to directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transaction” (as defined below) by any other party, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. North Penn UpState shall promptly notify Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transaction. North Penn UpState shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.55.6, in the event that, prior to obtaining shareholder approval of the Merger, North Penn UpState receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the North Penn UpState Board concludes in good faith (after consultation with and considering the written advice of its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn UpState may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn UpState shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn UpState than the confidentiality agreement with XxxxxxxXxxxxxx in effect as of the date hereof, and provided further that North Penn UpState also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 5.6 to the extent not previously provided or made available to Xxxxxxx. North Penn UpState shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person making any such Acquisition Transaction. North Penn UpState shall (i) keep Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn UpState or any North Penn subsidiary UpState Subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North PennUpState’s Board of Directors with respect to any such Acquisition Transaction.

No Other Bids. Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, North Penn shall notneither GFH, and shall not permit or authorize nor any of its Subsidiaries, nor any “Affiliateaffiliate” (as defined hereinbelow) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn to GFH shall directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transactiontakeover proposal” (as defined below) by any other party, (ii) enter into, continue . Neither GFH nor any affiliate or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transactiontakeover proposal, and shall direct and use its reasonable efforts to cause its Affiliates affiliates or representatives not to engage in any of the foregoing, but GFH may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if (i) the Board of Directors of GFH determines in good faith in the proper exercise of their fiduciary duties after consultation with Sandler X’Xxxxx + Partners, L.P. that it is a Superior Proposal, (ii) the Board of Directors of GFH determines in good faith after consulting with legal counsel that to not furnish non-public information or negotiate or enter into any agreement or contract with respect to such takeover proposal or to not offer such takeover proposal to the shareholders would constitute a breach of the fiduciary duties owed by the members of GFH’s Board of Directors, and (iii) GFH is otherwise incompliance with this Section 5.5. North Penn GFH shall promptly notify Xxxxxxx HRB orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transactiontransaction. North Penn GFH shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of As used in this Section 5.5, an “affiliate” of GFH means any executive officer or director of GFH or direct or indirect beneficial owner of a ten percent (10%) or greater equity or voting interest in GFH. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving GFH or for the event that, prior to obtaining shareholder approval acquisition of fifteen percent (15%) or more of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited equity interest in violation of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary GFH or for the proper discharge acquisition of its fiduciary duties to respond to such Acquisition Transaction and fifteen percent (ii15%) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity more of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects assets or liabilities of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition TransactionGFH.

No Other Bids. Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, North Penn shall not, and shall not permit or authorize neither Albemarle First nor any “Affiliateaffiliate” (as defined hereinbelow) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by North Penn to Albemarle First shall directly or indirectly (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Transactiontakeover proposal” (as defined below) by any other party, (ii) enter into, continue . Neither Albemarle First nor any affiliate or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction, or (iii) representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Transactiontakeover proposal, and shall direct and use its reasonable efforts to cause its Affiliates affiliates or representatives not to engage in any of the foregoing, but Albemarle First may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if in the proper exercise of their fiduciary duties after consultation with legal counsel, the Board of Directors of Albemarle First determines that such actions are in the best interests of Albemarle First and its shareholders. North Penn Albemarle First shall promptly notify Xxxxxxx Premier orally and in writing in the event that it receives any inquiry or proposal relating to any such Acquisition Transactiontransaction. North Penn Albemarle First shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of As used in this Section 5.5, an “affiliate” of Albemarle First means any executive officer or director of Albemarle First or direct or indirect beneficial owner of a 10% or greater equity or voting interest in Albemarle First. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving Albemarle First or for the event that, prior to obtaining shareholder approval acquisition of a significant equity interest in Albemarle First or for the acquisition of a significant portion of the Merger, North Penn receives an unsolicited bona fide written proposal for an Acquisition Transaction not solicited in violation assets or liabilities of this Agreement, and the North Penn Board concludes in good faith (after consultation with its outside counsel and financial advisor) (i) it is legally necessary for the proper discharge of its fiduciary duties to respond to such Acquisition Transaction and (ii) such Acquisition Transaction constitutes a “Superior Proposal” (as defined below), North Penn may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to North Penn than the confidentiality agreement with Xxxxxxx, and provided further that North Penn also shall provide to Xxxxxxx a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Xxxxxxx. North Penn shall promptly advise Xxxxxxx orally and in writing of any Acquisition Transaction, the material terms and conditions of any such Acquisition Transaction (including any changes thereto) and the identity of the person making any such Acquisition Transaction. North Penn shall (i) keep Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Transaction, (ii) provide to Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to North Penn or any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Transaction (including any draft acquisition agreement) and (iii) keep Xxxxxxx fully informed in all material respects of the status and details of any determination by North Penn’s Board of Directors with respect to any such Acquisition TransactionAlbemarle First.