Common use of No Other Bids Clause in Contracts

No Other Bids. (a) (a) Except with respect to this Agreement and the transactions contemplated hereby, neither Farnsworth nor any "Affilixxx" (xx xefined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, "representative") retained by Farnsworth or any of its sxxxxxxxxxxs shall directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information or assistance), or take any other action designed to facilitate or that is likely to result in, any inquiries or the making of any proposal that constitutes, or is reasonably likely to lead to any Acquisition Proposal, (ii) enter into any agreement with respect to an Acquisition Proposal, (iii) participate in any discussions or negotiations regarding an Acquisition Proposal, or (iv) make or authorize any 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 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 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 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 14e-2 promulgated under the Exchange Act.

No Other Bids. (a) (a) Except For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, neither Farnsworth Albemarle First nor any "Affilixxx" “affiliate” (xx xefined hereinas defined below) thereof, nor any investment banker, attorney, accountant or other representative (collectively, "“representative"”) retained by Farnsworth or any of its sxxxxxxxxxxs Albemarle First shall directly or indirectly (i) initiate, solicit, initiate encourage or encourage (including by way of furnishing information or assistance), or take any other action designed to otherwise facilitate or that is likely to result in, any inquiries or the making of any proposal or offer that constitutes, or is may reasonably likely be expected to lead to, any “takeover proposal” (as defined below) by any other party. Neither Albemarle First nor any affiliate or representative thereof shall furnish any non-public information that it is not legally obligated to any Acquisition Proposal, (ii) furnish 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, but Albemarle First may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an Acquisition Proposalunsolicited 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, (iii) participate the Board of Directors of Albemarle First determines that such actions are in the best interests of Albemarle First and its shareholders. Albemarle First shall promptly notify Premier orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Albemarle First shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations regarding an Acquisition Proposal, or (iv) make or authorize with any 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 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 Bank of its decision to take such action in accordance with the requirements of Section 5.5(b), Farnsworth may (1) furnxxx xxxxxmation other parties conducted heretofore 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 of the terms xxxxxxxxd foregoing. As used 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)5.5, Farnsworth may take an “affiliate” of Albemarle First means any xxxxxx xx 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 extent necessary acquisition of a significant equity interest in order to comply with Rules 14d-9 and 14e-2 promulgated under Albemarle First or for the Exchange Actacquisition of a significant portion of the assets or liabilities of Albemarle First.

No Other Bids. (a) (a) Except For so long as this Agreement shall remain in effect, except with respect to this Agreement and the transactions contemplated hereby, neither Farnsworth CENIT nor any "Affilixxx" (xx xefined herein) Affiliate thereof, nor any investment banker, attorney, accountant or other representative (collectively, "representative") retained by Farnsworth CENIT, CENIT Bank or any of its sxxxxxxxxxxs their respective subsidiaries shall directly or indirectly (i) initiate, solicit, initiate encourage or encourage (including by way of furnishing information or assistance), or take any other action designed to otherwise facilitate or that is likely to result in, any inquiries or the making of any proposal or offer that constitutes, or is may reasonably likely be expected to lead to, any "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, neither CENIT nor any Acquisition Proposal, (ii) Affiliate or representative thereof shall enter into a discussion with or furnish to a third party any non-public information or negotiate or enter into any agreement or contract with respect to an Acquisition Proposalany takeover proposal, (iii) participate and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. 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 SouthTrust orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. CENIT shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations regarding an Acquisition Proposal, or (iv) make or authorize with any 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 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 Bank of its decision to take such action in accordance with the requirements of Section 5.5(b), Farnsworth may (1) furnxxx xxxxxmation other parties conducted heretofore 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 of the terms xxxxxxxxd foregoing. As used 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)5.5, Farnsworth may take "takeover proposal" shall mean any xxxxxx xx proposal for a merger or other business combination involving CENIT, CENIT Bank or any of their respective subsidiaries or for the extent necessary acquisition of a significant equity interest in order to comply with Rules 14d-9 and 14e-2 promulgated under CENIT, CENIT Bank or any of their respective subsidiaries or for the Exchange Actacquisition of a significant portion of the assets or liabilities of CENIT, CENIT Bank or any of their respective subsidiaries.

No Other Bids. Until the earlier to occur of (a) the Closing or (ab) Except with respect to the termination of this Agreement pursuant to its terms, Seller shall not, and the transactions contemplated hereby, neither Farnsworth nor any "Affilixxx" (xx xefined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, "representative") retained by Farnsworth or Seller shall not authorize any of its sxxxxxxxxxxs shall Representatives to, directly or indirectly indirectly, (i) solicitinitiate, initiate solicit or encourage (including by way of furnishing information regarding the Hardware Business or assistance)the Purchased Assets) any inquiries, or take make any other action designed statements to facilitate or that is likely to result in, any inquiries or the making of any proposal that constitutes, or is third parties which may reasonably likely be expected to lead to any Acquisition Proposalproposal concerning the sale of the Hardware Business or the Purchased Assets (other than to Merger Party and its Representatives in connection with the Merger), or (ii) enter negotiate, engage in any substantive discussions, or enters into any agreement agreement, with respect to an Acquisition Proposalany Person concerning the sale of Seller, the Business or the Purchased Assets (iii) participate in any discussions or negotiations regarding an Acquisition Proposal, or (iv) make or authorize any statement or recommendation in support of any Acquisition Proposalother than with the Merger Party and its Representatives). Notwithstanding the foregoing, ifif 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 only its Representations) relating to possible acquisition of the extent thatBusiness or the Hardware Business ( an "Alternative Proposal"), then, (i) Farnsworth's 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 reasonaxxx xxxxxxxnes of Directors of Seller believes in good faithfaith that such Alternative Proposal represents a Superior Offer, and the Board of Directors of Seller determines in good faith after consultation with outside legal counsel, counsel that such action would be required in order it is necessary for the directors Board of Farnsworth Directors of Seller to comply with xxxxx xxxpective 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 applicable law in response fiduciary obligations of the Board of Directors of Seller, and such actions shall not be considered a breach of any obligations of Seller hereunder. Notwithstanding the foregoing, if Buyer delivers to Seller a bona fide detailed written Acquisition Proposal not solicited in violation proposal within five (5) business days of Section 5.5(a) that Buyer's receipt of the Farnsworth Board believex xx xxxx faith material terms of the Alternative Proposal, and for which the economic value to be Seller is substantively the same or 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 (ii5) Farnsworth provides noticx xx Xxxxxing business days of Seller's acceptance of Buyer's Proposal amend this Agreement or enter into any 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 if Seller does so receive Buyer's Proposal and Sterling Bank Buyer and Seller are unable to amend this Agreement or enter into any additional agreements within such period of its decision time, Seller shall have no further obligation to negotiate with Buyer under this Section 6.6, and shall have the right to take such action in accordance actions consistent with the requirements fiduciary obligations 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 Board of such Acquisition Proposal or (4) enter into an agreement in connection with such Acquisition Proposal. Consistent with the terms Directors 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 ActSeller.