Common use of No Solicitation by Company Clause in Contracts

No Solicitation by Company. (a) The Company shall not directly or indirectly, and shall not authorize or permit any of the other Acquired Corporations or any Representative of any of the Acquired Corporations directly or indirectly to, (i) solicit, initiate, knowingly encourage or induce the making, submission or announcement of any Acquisition Proposal or take any similar action, (ii) furnish any non-public information regarding any of the Acquired Corporations to any Person in connection with or in response to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of any of the Acquired Corporations, whether or not such Representative is purporting to act on behalf of any of the Acquired Corporations, shall be deemed to constitute a breach of this Section 4.4 by the Company. (b) Nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) furnishing information regarding any of the Acquired Corporations (including a copy of this Section 4.4) to any Person in connection with or in response to a bona fide, unsolicited Acquisition Proposal or engaging in discussions or negotiations with respect thereto if and only to the extent that (A) the Board of Directors of the Company determines in good faith, after consultation with its financial advisor that such Acquisition Proposal is reasonably likely to result in a Superior Offer, (B) the Board of Directors of the Company determines in good faith, after consultation with its outside counsel, including discussions of applicable legal standards under California law, that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to the Company a non-disclosure

No Solicitation by Company. (a) The Company agrees that (i) neither it nor any of its Subsidiaries shall, and it shall not directly or indirectly, and shall not authorize or knowingly permit any of the other Acquired Corporations its officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Representative of any of the Acquired Corporations directly or indirectly its Subsidiaries) (collectively, "Company Agents") to, (i) solicit, initiate, initiate or knowingly encourage (including by way of furnishing material non-public information) any inquiry, proposal or induce the makingoffer (including, submission without limitation, any proposal or announcement of offer to its stockholders) with respect to an Alternative Transaction (any Acquisition Proposal such inquiry, proposal or take offer herein called an "Alternative Transaction Proposal") or participate or engage in any similar action, discussions or negotiations concerning an Alternative Transaction Proposal; and (ii) furnish it will immediately cease and cause to be terminated any non-public information regarding any of the Acquired Corporations to any Person in connection with or in response to an Acquisition Proposal, (iii) engage in discussions or existing negotiations with any Person third parties conducted heretofore with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoingforegoing and shall advise its Company Agents to immediately cease all such activities; provided, the Company acknowledges and agrees however, that any violation of any of the restrictions set forth in the preceding sentence by any Representative of any of the Acquired Corporations, whether or not such Representative is purporting to act on behalf of any of the Acquired Corporations, shall be deemed to constitute a breach of this Section 4.4 by the Company. (b) Nothing nothing contained in this Agreement shall prevent the Company or its the Board of Directors from (iA) furnishing complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Alternative Transaction Proposal, or (B) providing information regarding any of the Acquired Corporations (including a copy of this Section 4.4) to any Person in connection with to, or in response to a bona fide, unsolicited Acquisition Proposal participating or engaging in any discussions or negotiations with, any Person (or group of Persons) who has made an unsolicited Alternative Transaction Proposal with respect thereto to a potential Alternative Transaction if and only to the extent that (Ai) the Board of Directors of the Company determines in good faith, faith (after consultation with its legal and financial advisor advisors) that such Acquisition Alternative Transaction Proposal is reasonably likely to capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Alternative Transaction Proposal and the Person making the Alternative Transaction Proposal, and would, if consummated, result in a transaction more favorable to the Company's stockholders than the transactions contemplated by the Transaction Documents (a "Superior OfferProposal"), (Bii) the Board of Directors of the Company determines in good faith, faith (after consultation with its outside legal counsel, including discussions of applicable legal standards under California law, ) that such action is required in order for the Board of Directors failure to comply do so would be inconsistent with its fiduciary duties obligations under applicable lawLaw, (Ciii) prior to providing any information or data to any Person in connection with a Superior Proposal by any such Person, the Board receives from such Person an executed confidentiality agreement that is in reasonably customary form and consistent with the Company's obligations hereunder, and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board notifies WIC and Purchaser promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, the Company, any of its Subsidiaries or any of their Company Agents indicating, in connection with such notice, the identity of such Person and the material terms and conditions of any proposals or offers. (b) The Company shall promptly notify WIC and Purchaser of the receipt of any Alternative Transaction Proposal, including the identity of the Person who has requested making such information has executed inquiry, proposal or offer, and delivered to the material terms and conditions of any such proposal, and shall keep WIC and Purchaser informed on a timely basis of any material changes with respect thereto. (c) Nothing in this Section 4.9 shall permit the Company to enter into any agreement with respect to an Alternative Transaction Proposal during the term of this Agreement, it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any Person that provides for, or in any way facilitates, an Alternative Transaction Proposal, other than a non-disclosureconfidentiality agreement that is in reasonably customary form and consistent with the Company's obligations hereunder. (d) For purposes of this Agreement, "Alternative Transaction" means any of (i) a transaction pursuant to which any Person or Persons other than WIC, Purchaser or their Affiliates (a "Third Party") acquires or would acquire more than 5% of the outstanding shares of any class of equity securities of the Company, whether from the Company or pursuant to a tender offer or exchange offer or otherwise, (ii) a merger, consolidation or other business combination involving the Company pursuant to which any Third Party acquires more than 5% of the outstanding equity securities of the Company or the entity surviving such merger, consolidation or business combination, or (iii) any transaction pursuant to which any Third Party acquires or would acquire control of assets (including for this purpose the outstanding equity securities of Subsidiaries of the Company and securities of the entity surviving any merger, consolidation or business combination including any of the Company's Subsidiaries) of the Company, or any of its Subsidiaries, having a fair market value (as determined by the Board in good faith) equal to more than 5% of the fair market value of all the assets of the Company and its Subsidiaries, taken as a whole, immediately prior to such transaction.

No Solicitation by Company. (a) The Company shall not agrees that neither it nor any of its subsidiaries nor any of their respective officers, directors, employees, agents and representatives, (including without limitation any investment banker, attorney or accountant retained by it or any of its subsidiaries) (collectively, "Representatives"), will, directly or indirectly, and shall not authorize initiate, solicit, encourage or permit otherwise facilitate any inquiries or the making of any Company Takeover Proposal (as defined below). Company further agrees that neither it nor any of the other Acquired Corporations or any Representative of its subsidiaries nor any of the Acquired Corporations their Representatives will, directly or indirectly toindirectly, (i) solicitengage in any negotiations concerning, initiate, knowingly encourage or induce the making, submission provide any confidential or announcement of any Acquisition Proposal or take any similar action, (ii) furnish any non-public information regarding or data to, afford access to the properties, books or records of Company or any of the Acquired Corporations its subsidiaries to, or have any discussions with, any person relating to any Person in connection with or in response to an Acquisition a Company Takeover Proposal, (iii) engage in enter into any agreement or instrument relating to a Company Takeover Proposal or otherwise facilitate any effort or attempt to make or implement a Company Takeover Proposal. Company agrees that it will immediately cease and cause to be terminated all existing activities, discussions or negotiations with any Person parties heretofore with respect to any Acquisition Proposalof the foregoing (if any). Company agrees that it will take the necessary steps to promptly inform each of its Representatives of the obligations undertaken in this Section 4.4 and in the Confidentiality Agreement (as defined in Section 5.4). Company agrees that it will notify Parent promptly if any inquiries, (iv) approveproposals or offers relating to a Company Takeover Proposal are received by, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document such information is requested from, or any Contract contemplating such discussions or otherwise relating negotiations are sought to be initiated or continued with, Company or any Acquisition Transaction. Without limiting of its representatives indicating, in connection with such notice, the generality name of the foregoingperson making the inquiry, proposal or offer and the material terms and conditions of any proposals or offers and thereafter shall provide Parent with a true and complete copy of such Company acknowledges Takeover Proposal communication (if it is in writing) and otherwise keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions. Company also agrees that any violation it will promptly request each person that has heretofore executed a confidentiality or non-disclosure agreement in connection with its consideration of acquiring it or any of the restrictions set forth in the preceding sentence its subsidiaries to return to Company all confidential information heretofore furnished to such person by any Representative of any of the Acquired Corporations, whether or not such Representative is purporting to act on behalf of it or any of its subsidiaries. At the Acquired CorporationsClosing, Company shall be deemed assign to constitute a breach Parent the non-exclusive right to enforce the rights of this Section 4.4 by the CompanyCompany and its subsidiaries under any and all confidentiality or non-disclosure agreements entered into between Company and prospective acquirors of Company or any of its subsidiaries. (b) Nothing contained The parties hereto agree that irreparable damage would occur in this Agreement shall prevent the Company or its Board of Directors from (i) furnishing information regarding any of event that the Acquired Corporations (including a copy provisions of this Section 4.4) 4.4 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall be entitled to seek an injunction or injunctions to prevent breaches of this Section 4.4 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any Person in connection with other remedy to which the parties may be entitled at law or in response to equity. (c) For purposes of this Agreement, "Company Takeover Proposal" means any offer or proposal for, or any indication of interest in, a bona fide, unsolicited Acquisition Proposal merger or engaging in discussions other business combination involving Company or negotiations with respect thereto if and only to the extent that acquisition of ten percent (A10%) the Board of Directors or more of the Company determines in good faithoutstanding shares of capital stock of Company, after consultation with its financial advisor that such Acquisition Proposal is reasonably likely to result in or a Superior Offer, (B) the Board of Directors material portion of the assets of, Company determines in good faith(other than the transactions contemplated by this Agreement), after consultation or any other transaction inconsistent with its outside counsel, including discussions consummation of applicable legal standards under California law, that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to the Company a non-disclosuretransactions contemplated hereby.

No Solicitation by Company. (a) The Company and the Bank agree that, prior to the Effective Time, neither of them shall, and that they shall cause its and each of their officers, directors, employees, advisors, representatives and agents not to, directly or indirectly, and shall not authorize or permit any of the other Acquired Corporations or any Representative of any of the Acquired Corporations directly or indirectly to, (i) solicit, initiateinitiate or encourage (including by way of providing information), or knowingly encourage facilitate any inquiries, proposals or induce offers with respect to, or the makingmaking or completion of, submission or announcement of any Acquisition Proposal or take any similar actionProposal, (ii) furnish provide or disclose any non-public information regarding any of the Acquired Corporations to any Person relating to the Company or the Bank in connection with an Acquisition Proposal, participate or engage in response any discussions or negotiations concerning an Acquisition Proposal, or otherwise take any action to facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) engage in discussions approve, endorse, recommend, agree to or negotiations with any Person with respect accept, or propose publicly to approve, recommend, endorse, agree to or accept, any Acquisition Proposal, (iv) withdraw, modify or amend the Company Recommendation in any manner adverse to Parent, (v) approve, endorse recommend, endorse, agree to or recommend accept, or propose to approve, recommend, endorse, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or (vvi) enter into resolve, propose or agree to do any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthe foregoing. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of any of the Acquired Corporationsofficers, whether directors, employees, agents or not such Representative is purporting to act on behalf of any representatives of the Acquired CorporationsCompany or the Bank (including any investment banker, attorney or accountant retained by the Company or the Bank) shall be deemed to constitute a breach of this Section 4.4 4.2(a) by the CompanyCompany and the Bank. The Company and the Bank shall promptly inform their advisors and representatives of the obligations of the Company and the Bank under this Section 4.2(a). The Company and the Bank agree that they will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal (except with respect to the transactions contemplated by this Agreement). (b) Nothing The Company and the Bank shall notify Parent promptly (and in any event within 24 hours) upon receipt after the date hereof by either of them or their representatives from any third party of any Acquisition Proposal. The Company and the Bank shall notify Parent promptly (and in any event within two business days) of the identity of such third party and provide a copy of such Acquisition Proposal, indication, inquiry or request (or, where no such copy is available, a description of the material terms and conditions of such Acquisition Proposal, indication, inquiry or request), including any material modifications thereto. The Company and the Bank shall keep Parent reasonably informed on a current basis (and in any event within five business days of the occurrence of any changes, developments, discussions or negotiations) of the status of any such Acquisition Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any modification thereto), including furnishing copies of any written revised proposals. Without limiting the foregoing, the Company shall promptly (and in any event within five business days) notify Parent orally and in writing if it determines to begin negotiations concerning a Superior Proposal pursuant to Section 4.2(c). The Company and the Bank shall not enter into any confidentiality agreement with any Person subsequent to the date of this Agreement, and neither the Company nor the Bank is party to any agreement, which prohibits the Company and the Bank from providing such information to Parent. (c) Notwithstanding Section 4.2(a), nothing contained in this Agreement shall prevent the Company or its the Company Board of Directors from (i) furnishing information regarding any of from, prior to the Acquired Corporations (including a copy adoption of this Section 4.4) to any Person in connection with or in response to a bona fideAgreement by the holders of Company Common Stock, unsolicited Acquisition Proposal or engaging in any discussions or negotiations with respect thereto with, or providing any non-public information to, any Person, if and only to the extent that (Ai) the Company receives from such Person a bona fide written Superior Proposal, or an Acquisition Proposal, which was not solicited by the Company and did not otherwise violate the provisions of Section 4.2(a), and which the Company Board of Directors concludes in good faith (after consultation with its outside legal counsel and outside financial advisors) could reasonably be expected to result in a Superior Proposal and (after consultation with its outside legal counsel) that the failure to act on the Superior Proposal or Acquisition Proposal, as the case may be, could be inconsistent with its fiduciary obligations to the stockholders of the Company determines under applicable Laws, (ii) prior to providing or disclosing any non-public information to any Person in connection with such proposal, the Company Board receives from the Person making such Acquisition Proposal an executed confidentiality agreement containing terms no less restrictive on such Person than the terms contained in the Confidentiality Agreement, provided that such confidentiality agreement shall not be required to contain standstill provisions and shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to this Section 4.2, and (iii) the Company concurrently discloses any such non-public information to Parent if such non-public information has not been disclosed previously to Parent. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Company Stockholder Approval, in response to a material development or change in circumstances which occurs or arises after the date of this Agreement (an “Intervening Event”), that was not known by the Company Board as of the date of this Agreement, the Company Board may, if it concludes in good faith (after consultation with its outside legal advisors) that failure to do so could be inconsistent with its fiduciary obligations to the stockholders of the Company under applicable Laws, withdraw, modify or change its recommendation of this Agreement and the Acquisition (a “Company Change of Recommendation”), but only at a time that is after the fifth business day following Parent’s receipt of written notice from the Company advising Parent of its intention to do so; provided that, if such action is in response to or relates to an Acquisition Proposal, then the Company Change of Recommendation shall be taken only in compliance with Section 4.2(e). (e) Notwithstanding anything in this Agreement to the contrary, in response to an Acquisition Proposal which was not solicited by the Company or otherwise in violation of Section 4.2(a), if the Company Board concludes in good faith (after consultation with its outside legal and financial advisors) that an Acquisition Proposal constitutes a Superior Proposal and (after consultation with its legal advisors) that failure to do so could be inconsistent with its fiduciary obligations to the stockholders of the Company under applicable Laws, the Company Board may at any time prior to the Company Stockholder Approval (i) effect a Company Change of Recommendation or (ii) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; provided, however, that the Company Board may not effect such Company Change of Recommendation or termination unless and until (i) five business days have elapsed following delivery to Parent of a written notice of such determination by the Company Board and of the material terms and conditions of the Acquisition Proposal and the identity of the Person making the Acquisition Proposal, and, during such five business day period, the Company reasonably cooperates with Parent and CBM with respect thereto with the intent of enabling Parent and CBM to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that such Acquisition Proposal would no longer represent a Superior Proposal, including negotiating in good faith with Parent and its representatives with respect to any proposed revisions to the terms of this Agreement, (ii) at the end of such five business day period, the Company Board shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent, if any, after consultation with outside legal counsel, that (A) in the case of a Company Change of Recommendation, failure to take such action could be inconsistent with its financial advisor fiduciary obligations to the stockholders of the Company under applicable Laws and (B) in the case of a termination of this Agreement, that such Acquisition Proposal is reasonably likely to result in remains a Superior OfferProposal as compared to the Acquisition, (B) as supplemented by any counterproposals made by Parent; provided that, in the Board of Directors of event the Company Board does not make the determination referred to in this clause (ii) of this paragraph but thereafter determines to effect a Company Change of Recommendation or termination pursuant to this Section 4.2(e), the foregoing procedures shall apply anew and shall also apply to any subsequent withdrawal, amendment or modification, and (iii) contemporaneously with such termination, the Company enters into a definitive acquisition, merger or similar agreement to effect the Superior Proposal. (f) Nothing in good faith, this Agreement shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 or 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if the Company Board (after consultation with its outside counsellegal advisors), concludes that its failure to do so could be inconsistent with its fiduciary obligations to the stockholders of the Company under applicable Law; it being understood that any such disclosure that does not reaffirm the Company Board’s recommendation of this Agreement and the Acquisition (and recommend that the Company’s shareholders reject the applicable tender offer or exchange offer within the ten day period specified by Rule 14d-9) or which is otherwise adverse to Parent and CBM shall be deemed a Company Change of Recommendation for purposes of this Agreement. (g) Notwithstanding the foregoing, unless and until this Agreement shall have been terminated in accordance with its terms (including discussions of applicable legal standards under California lawa termination pursuant to Section 4.2(e)), that such action is required in order for the Board of Directors to Company shall comply with its fiduciary duties obligations under applicable law, (C) the Person who has requested such information has executed and delivered to Section 5.2 whether or not the Company Board makes a non-disclosureCompany Change of Recommendation or recommends any other offer or proposal. Any action pursuant to and in accordance with Sections 4.2(d),(e) or (f) shall not constitute a breach of the Company’s representations, warranties, covenants or agreements contained in this Agreement.