Common use of No Other Bids Clause in Contracts

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5, neither Sterling nor any Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representatives”) retained by 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 Proposal” (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 Proposal. Neither Sterling nor any Affiliate or 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 Proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. 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, Sterling receives an unsolicited bona fide (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Proposal and (ii) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), 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, Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling than the confidentiality agreement with Roma, and provided further that Sterling also shall provide to 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 Roma. Sterling shall promptly advise Roma orally and in writing of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) and the identity of the person making any such Acquisition Proposal. Sterling shall (i) keep Roma fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Proposal, (ii) provide to Roma as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling or Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma fully informed in all material respects of the status and details of any determination by Sterling’s Board of Directors with respect to any such Acquisition Proposal.

No Other Bids. Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5hereby, neither Sterling FCB, nor any Affiliate of its Subsidiaries, nor any “affiliate” (as defined hereinbelow) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling FCB 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 Proposaltakeover proposal” (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 Proposalparty. Neither Sterling nor any Affiliate or 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 Proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Sterling 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, Sterling receives an unsolicited bona fide (i) it is legally necessary for the proper discharge FCB or any of its fiduciary duties for the Board to respond to such Acquisition Proposal and (ii) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), 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, Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling than the confidentiality agreement with Roma, and provided further that Sterling also shall provide to Roma 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 Roma. Sterling shall promptly advise Roma 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 Proposalsuch 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 Proposal 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 Proposal. Sterling shall equity interest in FCB or for the acquisition of fifteen percent (i15%) keep Roma 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 Proposal, (ii) provide to Roma as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling or Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma fully informed in all material respects of the status and details of any determination by Sterling’s Board of Directors with respect to any such Acquisition ProposalFCB.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby hereby, North Penn shall not, and shall not permit or as otherwise permitted by this Section 5.5, neither Sterling nor authorize any Affiliate “Affiliate” (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling shall North Penn to 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 ProposalTransaction” (as defined below) by any other party or 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 Proposal. Neither Sterling nor any Affiliate Transaction, or representative thereof shall (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 ProposalTransaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling North Penn shall promptly notify Roma Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such transactionAcquisition Transaction. Sterling 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, Sterling North Penn receives an unsolicited bona fidefide 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 Proposal Transaction and (ii) such Acquisition Proposal Transaction constitutes a “Superior Proposal” (as defined below), Sterling 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, Sterling North Penn shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling North Penn than the confidentiality agreement with RomaXxxxxxx, and provided further that Sterling North Penn also shall provide to Roma 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 RomaXxxxxxx. Sterling North Penn shall promptly advise Roma Xxxxxxx orally and in writing of any Acquisition ProposalTransaction, the material terms and conditions of any such Acquisition Proposal Transaction (including any changes thereto) and the identity of the person making any such Acquisition ProposalTransaction. Sterling North Penn shall (i) keep Roma Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition ProposalTransaction, (ii) provide to Roma Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling North Penn or Sterling Bank any North Penn subsidiary from any person that describes any of the terms or conditions of any Acquisition Proposal Transaction (including any draft acquisition agreement) and (iii) keep Roma Xxxxxxx fully informed in all material respects of the status and details of any determination by SterlingNorth Penn’s Board of Directors with respect to any such Acquisition ProposalTransaction.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5hereby, neither Sterling Central Jersey nor any Affiliate “Affiliate” (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling Central Jersey 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 ProposalTransaction” (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 ProposalTransaction. Neither Sterling Central Jersey nor any Affiliate or 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 Proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. 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, Sterling receives an unsolicited bona fideto (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Proposal Transaction and (ii) such Acquisition Proposal Transaction constitutes a “Superior Proposalsuperior proposal” (as defined below), Sterling Central Jersey 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, Sterling Central Jersey shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling Central Jersey than the confidentiality agreement with RomaKearny, and provided further that Sterling Central Jersey also shall provide to Roma Kearny 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 RomaKearny. Sterling Central Jersey shall promptly advise Roma Kearny orally and in writing of any Acquisition ProposalTransaction, the material terms and conditions of any such Acquisition Proposal Transaction (including any changes thereto) and the identity of the person making any such Acquisition ProposalTransaction. Sterling Central Jersey shall (i) keep Roma Kearny fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition ProposalTransaction, (ii) provide to Roma Kearny as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling Central Jersey or Sterling Bank any Central Jersey subsidiary from any person that describes any of the terms or conditions of any Acquisition Proposal Transaction (including any draft acquisition agreement) and (iii) keep Roma Kearny fully informed in all material respects of the status and details of any determination by SterlingCentral Jersey’s Board of Directors with respect to any such Acquisition ProposalTransaction.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5hereby, neither Sterling SE Corp nor any Affiliate “Affiliate” (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling SE Corp 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 ProposalTransaction” (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 ProposalTransaction. Neither Sterling SE Corp nor any Affiliate or 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 ProposalTransaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling SE Corp shall promptly notify Roma Beneficial orally and in writing in the event that it receives any inquiry or proposal relating to any such transactionAcquisition Transaction. Sterling 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, Sterling SE Corp receives an unsolicited bona fidefide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the 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 for the Board to respond to such Acquisition Proposal Transaction and (ii) such Acquisition Proposal Transaction constitutes a “Superior Proposal” (as defined below), Sterling 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, Sterling SE Corp shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling SE Corp than the confidentiality agreement with RomaBeneficial, and provided further that Sterling SE Corp also shall provide to Roma 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 RomaBeneficial. Sterling SE Corp shall promptly advise Roma Beneficial orally and in writing of any Acquisition ProposalTransaction, the material terms and conditions of any such Acquisition Proposal Transaction (including any changes thereto) and the identity of the person making any such Acquisition Proposal). Sterling SE Corp shall (i) keep Roma Beneficial fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition ProposalTransaction, and (ii) provide to Roma as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling or Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma Beneficial fully informed in all material respects of the status and details of any determination by SterlingSE Corp’s Board of Directors with respect to any such Acquisition ProposalTransaction.

No Other Bids. Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5hereby, neither Sterling GFH, nor any Affiliate of its Subsidiaries, nor any “affiliate” (as defined hereinbelow) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling GFH 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 Proposaltakeover proposal” (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 Proposalparty. Neither Sterling GFH nor any Affiliate affiliate or 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 Proposaltakeover 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. Sterling GFH shall promptly notify Roma HRB orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Sterling 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, Sterling receives an unsolicited bona fide (i) it is legally necessary equity interest in GFH or for the proper discharge acquisition of its fiduciary duties for the Board to respond to such Acquisition Proposal and fifteen percent (ii15%) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), 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, Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling than the confidentiality agreement with Roma, and provided further that Sterling also shall provide to 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 Roma. Sterling shall promptly advise Roma orally and in writing of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) and the identity more of the person making any such Acquisition Proposal. Sterling shall (i) keep Roma fully informed in all material respects assets or liabilities of the status and details (including any change to the terms thereof) of any Acquisition Proposal, (ii) provide to Roma as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling or Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma fully informed in all material respects of the status and details of any determination by Sterling’s Board of Directors with respect to any such Acquisition ProposalGFH.

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 hereby or as otherwise permitted by this Section 5.5pursuant to its terms, neither Sterling Seller nor any Affiliate (as defined herein) thereofof Seller’s officers, nor any investment bankermanagers, attorneyemployees, accountant agents or other representative (collectivelyrepresentatives shall, “representatives”) retained by Sterling shall directly or indirectly indirectly, (i) initiate, solicit, entertain or encourage or otherwise take (including by way of furnishing information regarding the Transferred Assets) any action designed to or could reasonably be expected to facilitate 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 Proposal” (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 enter into any way withagreement, with any Person concerning any Asset Acquisition Proposal. Neither Sterling nor Notwithstanding the foregoing, if at any Affiliate or representative thereof time prior to obtaining the Stockholder Approval (i) Seller receives an unsolicited bona fide written Asset Acquisition Proposal that did not result from any breach of this Section 4.6, (ii) the Board 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 (A) 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 Seller to the person or group making such Asset Acquisition ProposalProposal and their representatives pursuant to a customary confidentiality agreement, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage (B) participate in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Sterling shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with such person or group and their respective representatives regarding such Asset Acquisition Proposal, provided, however, that Seller shall provide or make available to Purchaser any other parties conducted heretofore with respect material non-public information concerning Seller, the Business or the Transferred Assets that is provided 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, Sterling receives an unsolicited bona fide (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to person making such Asset Acquisition Proposal and (ii) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), 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, Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling than the confidentiality agreement with Roma, and provided further that Sterling also shall provide to 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 its representatives which was not previously provided or made available to RomaPurchaser. Sterling Each Notice of Superior Proposal delivered pursuant to this Section 4.6(a) shall promptly advise Roma orally and in writing include the forms of any Acquisition Proposalagreements 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 Proposal is a Superior Proposal). (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 disclosure to Seller’s stockholders if, in the good faith judgment of the 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 (including any changes theretowhether 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 identity terms of the person making any such Asset Acquisition Proposal. Sterling shall (i) keep Roma fully informed The covenants in this Section 4.6 will apply to any and all material respects of the status and details (including any change discussions in which Seller is currently involved with third parties with respect to the terms thereof) of any an Asset Acquisition Proposal, (ii) provide to Roma as soon as practicable after receipt or delivery thereof copies of and Seller shall immediately terminate all correspondence and other written material sent or provided to Sterling or Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma fully informed in all material respects of the status and details of any determination by Sterling’s Board of Directors with respect to any such Acquisition Proposaldiscussions.

No Other Bids. Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5hereby, neither Sterling GFH, nor any Affiliate of its Subsidiaries, nor any “affiliate” (as defined hereinbelow) thereof, nor any investment banker, attorney, accountant or other representative re presentative (collectively, “representativesrepresentative”) retained by Sterling GFH 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 Proposaltakeover proposal” (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 Proposalparty. Neither Sterling GFH nor any Affiliate affiliate or 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 Proposaltakeover 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. Sterling GFH shall promptly notify Roma HRB orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Sterling 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, Sterling receives an unsolicited bona fide (i) it is legally necessary equity interest in GFH or for the proper discharge acquisition of its fiduciary duties for the Board to respond to such Acquisition Proposal and fifteen percent (ii15%) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), 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, Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling than the confidentiality agreement with Roma, and provided further that Sterling also shall provide to 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 Roma. Sterling shall promptly advise Roma orally and in writing of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) and the identity more of the person making any such Acquisition Proposal. Sterling shall (i) keep Roma fully informed in all material respects assets or liabilities of the status and details (including any change to the terms thereof) of any Acquisition Proposal, (ii) provide to Roma as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling or Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma fully informed in all material respects of the status and details of any determination by Sterling’s Board of Directors with respect to any such Acquisition ProposalGFH.

No Other Bids. Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5hereby, neither Sterling SFC, nor any Affiliate of its Subsidiaries, nor any “affiliate” (as defined hereinbelow) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling SFC 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 Proposaltakeover proposal” (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 Proposalparty. Neither Sterling SFC nor any Affiliate affiliate or 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 Proposaltakeover 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. Sterling SFC shall promptly notify Roma HRB orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Sterling 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, Sterling receives an unsolicited bona fide (i) it is legally necessary equity interest in SFC or for the proper discharge acquisition of its fiduciary duties for the Board to respond to such Acquisition Proposal and ten percent (ii10%) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), 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, Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling than the confidentiality agreement with Roma, and provided further that Sterling also shall provide to 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 Roma. Sterling shall promptly advise Roma orally and in writing of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) and the identity of the person making any such Acquisition Proposal. Sterling shall (i) keep Roma fully informed in all material respects assets or liabilities of the status and details (including any change to the terms thereof) of any Acquisition Proposal, (ii) provide to Roma as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling or Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma fully informed in all material respects of the status and details of any determination by Sterling’s Board of Directors with respect to any such Acquisition ProposalSFC.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby hereby, Seller shall not, and shall not permit or as otherwise permitted by this Section 5.5, neither Sterling nor authorize any Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling shall Seller to 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 Proposal” Transaction (as defined below) by any other party or 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 Proposal. Neither Sterling nor any Affiliate Transaction, or representative thereof shall (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 ProposalTransaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling Seller shall promptly notify Roma Buyer orally and in writing in the event that it receives any inquiry or proposal relating to any such transactionAcquisition Transaction. Sterling 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, Sterling Seller receives an unsolicited bona fidefide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the 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 for the Board to respond to such Acquisition Proposal and Transaction (ii) such Acquisition Proposal Transaction constitutes a “Superior Proposal” Proposal (as defined below)) and (iii) at least two business days prior to furnishing any nonpublic information to, Sterling 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, Sterling Seller shall have entered into a confidentiality agreement with such third party on terms no less restrictive more favorable to Sterling that Person than the confidentiality agreement with RomaBuyer, and provided further that Sterling Seller also shall provide to Roma 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 RomaBuyer. Sterling Seller shall promptly (within 24 hours) advise Roma Buyer orally and in writing of any Acquisition ProposalTransaction, the material terms and conditions of any such Acquisition Proposal Transaction (including any changes thereto) and the identity of the person Person making any such Acquisition ProposalTransaction. Sterling Seller shall (i) keep Roma Buyer fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition ProposalTransaction, (ii) provide to Roma Buyer as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling Seller or Sterling Bank any Seller Subsidiary from any person Person that describes any of the terms or conditions of any Acquisition Proposal Transaction (including any draft acquisition agreement) and (iii) keep Roma Buyer fully informed in all material respects of the status and details of any determination by SterlingSeller’s Board of Directors with respect to any such Acquisition ProposalTransaction immediately upon any such determination.

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 or as otherwise permitted by this Section 5.5hereby, neither Sterling CENIT nor any Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representatives”"representative") retained by Sterling CENIT, CENIT Bank or any of their respective subsidiaries 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 Proposal” "takeover proposal" (as defined below) by any other party or (ii) enter intoparty. 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, 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 Proposal. Neither Sterling neither CENIT nor any Affiliate or representative thereof shall enter into a discussion with or 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 Proposaltakeover proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling 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 Roma SouthTrust orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Sterling 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, Sterling receives an unsolicited bona fide (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Proposal and (ii) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), Sterling may furnish CENIT Bank 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, Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling than the confidentiality agreement with Roma, and provided further that Sterling also shall provide to 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 Roma. Sterling shall promptly advise Roma orally and in writing of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) and the identity of the person making any such Acquisition Proposal. Sterling shall (i) keep Roma fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Proposal, (ii) provide to Roma as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling or Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma fully informed in all material respects of the status and details of any determination by Sterling’s Board of Directors with respect to any such Acquisition Proposaltheir respective subsidiaries.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5, neither Sterling Xxxx nor any Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representatives”) retained by Sterling 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 Proposal” (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 Proposal. Neither Sterling Xxxx nor any Affiliate or 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 Proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. 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, Sterling receives an unsolicited bona fide. (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Proposal and (ii) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), Sterling 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, Sterling Xxxx shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling Xxxx than the confidentiality agreement with RomaTBOP, and provided further that Sterling Xxxx also shall provide to Roma 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 RomaTBOP. Sterling Xxxx shall promptly advise Roma TBOP orally and in writing of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) and the identity of the person making any such Acquisition Proposal. Sterling Xxxx shall (i) keep Roma TBOP fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Proposal, (ii) provide to Roma TBOP as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling Xxxx or Sterling Bank Xxxx from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma TBOP fully informed in all material respects of the status and details of any determination by SterlingXxxx’s Board of Directors with respect to any such Acquisition Proposal.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby hereby, UpState shall not, and shall not permit or as otherwise permitted by this Section 5.5, neither Sterling nor authorize any UpState Subsidiary or any Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling shall UpState to 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 ProposalTransaction” (as defined below) by any other party or 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 Proposal. Neither Sterling nor any Affiliate Transaction, or representative thereof shall (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 ProposalTransaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling UpState shall promptly notify Roma Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such transactionAcquisition Transaction. Sterling 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, Sterling UpState receives an unsolicited bona fidefide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the 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 for the Board to respond to such Acquisition Proposal Transaction and (ii) such Acquisition Proposal Transaction constitutes a “Superior Proposal” (as defined below), Sterling 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, Sterling UpState shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling UpState than the confidentiality agreement with RomaXxxxxxx in effect as of the date hereof, and provided further that Sterling UpState also shall provide to Roma 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 RomaXxxxxxx. Sterling UpState shall promptly advise Roma Xxxxxxx orally and in writing of any Acquisition ProposalTransaction, the material terms and conditions of any such Acquisition Proposal Transaction (including any changes thereto) and the identity of the person making any such Acquisition ProposalTransaction. Sterling UpState shall (i) keep Roma Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition ProposalTransaction, (ii) provide to Roma Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling UpState or Sterling Bank any UpState Subsidiary from any person that describes any of the terms or conditions of any Acquisition Proposal Transaction (including any draft acquisition agreement) and (iii) keep Roma Xxxxxxx fully informed in all material respects of the status and details of any determination by SterlingUpState’s Board of Directors with respect to any such Acquisition ProposalTransaction.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby hereby, Delaware shall not, and shall not permit or as otherwise permitted by this Section 5.5, neither Sterling nor authorize any Delaware Subsidiary or any Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling shall Delaware to 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 ProposalTransaction” (as defined below) by any other party or 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 Proposal. Neither Sterling nor any Affiliate Transaction, or representative thereof shall (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 ProposalTransaction, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling Delaware shall promptly notify Roma Xxxxxxx orally and in writing in the event that it receives any inquiry or proposal relating to any such transactionAcquisition Transaction. Sterling 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, Sterling Delaware receives an unsolicited bona fidefide written proposal for an Acquisition Transaction not solicited in violation of this Agreement, and the Delaware Board concludes in good faith (after consultation with and considering the written advice of its (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Proposal Transaction and (ii) such Acquisition Proposal Transaction constitutes a “Superior Proposal” (as defined below), Sterling 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, Sterling Delaware shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling Delaware than the confidentiality agreement with RomaXxxxxxx, and provided further that Sterling Delaware also shall provide to Roma 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 RomaXxxxxxx. Sterling Delaware shall promptly advise Roma Xxxxxxx orally and in writing of any Acquisition ProposalTransaction, the material terms and conditions of any such Acquisition Proposal Transaction (including any changes thereto) and the identity of the person making any such Acquisition ProposalTransaction. Sterling Delaware shall (i) keep Roma Xxxxxxx fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition ProposalTransaction, (ii) provide to Roma Xxxxxxx as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling Delaware or Sterling Bank any Delaware Subsidiary from any person that describes any of the terms or conditions of any Acquisition Proposal Transaction (including any draft acquisition agreement) and (iii) keep Roma Xxxxxxx fully informed in all material respects of the status and details of any determination by SterlingDelaware’s Board of Directors with respect to any such Acquisition ProposalTransaction.

No Other Bids. (a) (a) Except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5hereby, neither Sterling Farnsworth nor any Affiliate "Affilixxx" (as defined xx xefined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representatives”"representative") retained by Sterling 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 could reasonably be expected that is likely to facilitate 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 Proposal” (as defined below) by any other party or , (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 toan Acquisition Proposal, or otherwise cooperate (iv) make or authorize any statement or recommendation in any way with, support of any Acquisition Proposal. Neither 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 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 solicited in violation of Section 5.5(a) that the Farnsworth Board believex xx xxxx faith to be a Superior Proposal and (ii) Farnsworth provides noticx xx Xxxxxing and Sterling nor any Affiliate or representative thereof shall furnish any non-public information that it is not legally obligated Bank of its decision to furnish or negotiate or enter into any agreement or contract 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 Proposal pursuant to a customary confidentiality agreement (as determined by Farnsworth after consultxxxxx xxxx outside legal counsel) on terms substantially similar to, and no less favorable to 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 such Acquisition Proposal or (4) enter into an agreement in connection with such Acquisition Proposal. 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 shall direct 14e-2 promulgated under the Exchange Act. (b) Farnsworth and use each of its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Sterling 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, Sterling receives an unsolicited bona fide (ilater than 24 hours) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Proposal and (ii) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), 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, Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling than the confidentiality agreement with Roma, and provided further that Sterling also shall provide to Roma a copy after receipt of any such confidential information Acquisition Proposal, or data that it is providing any material modification or material amendment to any third party pursuant to this Section 5.5 to the extent not previously provided or made available to Roma. Sterling shall promptly advise Roma orally and in writing of 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 and conditions 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 Proposal. Sterling shall (i) keep Roma 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 Proposal, (ii) provide to Roma as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling or Sterling Bank from any person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma fully informed in all material respects of the status and details of any determination by Sterling’s Board of Directors with respect to any such Acquisition Proposal.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.55.7, neither Sterling the Company nor any Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representatives”) retained by Sterling the Company 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 Proposal” (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 Proposal. Neither Sterling nor any Affiliate or 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 Proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. 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, Sterling receives an unsolicited bona fidewhich could (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Proposal and (ii) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), Sterling the Company 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, Sterling the Company shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling the Company than the confidentiality agreement with RomaParent, and provided further that Sterling the Company also shall provide to Roma Parent a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.5 5.7 to the extent not previously provided or made available to RomaParent. Sterling The Company shall promptly advise Roma Parent orally and in writing of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) and the identity of the person Person making any such Acquisition Proposal. Sterling The Company shall (i) keep Roma Parent fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition Proposal, (ii) provide to Roma Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling the Company or Sterling Bank the Company from any person Person that describes any of the terms or conditions of any Acquisition Proposal (including any draft acquisition agreement) and (iii) keep Roma Parent fully informed in all material respects of the status and details of any determination by Sterlingthe Company’s Board of Directors with respect to any such Acquisition Proposal.

No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5hereby, neither Sterling Central Jersey nor any Affiliate “Affiliate” (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representativesrepresentative”) retained by Sterling Central Jersey 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 ProposalTransaction” (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 Proposal. Neither Sterling nor any Affiliate or 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 Proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. 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, Sterling receives an unsolicited bona fideTransaction. (i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Proposal Transaction and (ii) such Acquisition Proposal Transaction constitutes a “Superior Proposalsuperior proposal” (as defined below), Sterling Central Jersey 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, Sterling Central Jersey shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling Central Jersey than the confidentiality agreement with RomaKearny, and provided further that Sterling Central Jersey also shall provide to Roma Kearny 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 RomaKearny. Sterling Central Jersey shall promptly advise Roma Kearny orally and in writing of any Acquisition ProposalTransaction, the material terms and conditions of any such Acquisition Proposal Transaction (including any changes thereto) and the identity of the person making any such Acquisition ProposalTransaction. Sterling Central Jersey shall (i) keep Roma Kearny fully informed in all material respects of the status and details (including any change to the terms thereof) of any Acquisition ProposalTransaction, (ii) provide to Roma Kearny as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to Sterling Central Jersey or Sterling Bank any Central Jersey subsidiary from any person that describes any of the terms or conditions of any Acquisition Proposal Transaction (including any draft acquisition agreement) and (iii) keep Roma Kearny fully informed in all material respects of the status and details of any determination by SterlingCentral Jersey’s Board of Directors with respect to any such Acquisition ProposalTransaction.