No Solicitation by Seller. (a) From and after the date of this Agreement until the earlier of March 15, 2000 or termination of this Agreement pursuant to its terms, Seller will not, and will instruct its directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, (i) solicit or knowingly encourage submission of, any proposals or offers by any person, entity or group (other than Buyer and its affiliates, agents and representatives) or (ii) participate in any discussions or negotiations with, or disclose any non-public information concerning Seller to, or afford any access to the properties, books or records of Seller to, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Buyer and its affiliates, agents and representatives), in connection with any potential or actual Acquisition Proposal (as hereinafter defined) with respect to Seller. For the purposes of this Agreement, an "Acquisition Proposal" with respect to an entity means any proposal or offer relating to (i) any merger, consolidation, sale of substantial assets or similar transactions involving the entity or any subsidiaries of the entity (other than sales of assets or inventory in the ordinary course of business or permitted under the terms of this Agreement), (ii) sale of 5% or more of the outstanding shares of capital stock of the entity (including without limitation by way of a tender offer or an exchange offer), (iii) the acquisition by any person of beneficial ownership or a right to acquire beneficial ownership of, or the formation of any "group" (as defined under Section 13(d) of the Exchange Act) and the rules and regulations thereunder) which beneficially owns, or has the right to acquire beneficial ownership of, 5% or more of the then outstanding shares of capital stock of the entity (except for acquisitions for passive investment purposes only in circumstances where the person or group qualifies for and files a Schedule 13G with respect thereto) or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing. Seller will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Seller will (i) notify Buyer as promptly as practicable if any inquiry or proposal is made or any information or access is requeste...
No Solicitation by Seller. During the Due Diligence Period, Seller shall not, and shall cause its Affiliates not to, directly or indirectly solicit, initiate, or encourage discussions or negotiations, or enter into any agreement, including any non-disclosure agreement, with any third party relating to or in connection with any sale, acquisition, transfer or disposition of any Patent or Cause of Action.
No Solicitation by Seller. For a period of 12 months after the Effective Time, Seller will not specifically target and solicit customers assigned to the Banking Facilities utilizing any customer or mailing list which consists primarily of such customers; provided, however, these restrictions shall not restrict general mass mailings, telemarketing calls, statement stuffers and other similar communications directed to all the current customers of Seller or Seller's affiliates, or to the public or newspaper, radio or television advertisements of a general nature or otherwise prevent Seller from taking such actions as may be required to comply with any applicable federal or state laws, rules or regulations. In addition, these restrictions shall not restrict (a) the solicitation of (i) customers whose accounts are normally established or maintained in offices other than the Banking Facilities, (ii) any credit or debit card customer of Seller with regard to such card products, or (iii) any customer which has an agreement for merchant services with Seller or Seller's affiliates, including its venture partners (including Unified Merchant Services) for merchant services; (b) the ability of Seller to install, operate and serve customers' needs through automated teller machines at any location; or (c) the solicitation of customers whose accounts are excluded by either Purchaser or Seller from the transactions contemplated by this Agreement.
No Solicitation by Seller. For a period of 12 months after the Effective Time, Seller will not specifically target and solicit customers of the Banking Centers utilizing any customer or mailing list that contains names and addresses of customers of the Banking Centers; provided, that these restrictions shall not apply to general mass mailings, telemarketing calls, statement stuffers or other similar communications, or newspaper, radio or television advertisements of a general nature, or otherwise prevent Seller from taking such actions as may be required to comply with any applicable federal or state laws, rules or regulations. In addition, these restrictions shall not apply to the solicitation of (i) commercial accounts normally established and maintained in offices other than the Banking Centers or (ii) any credit or debit card customer that has an agreement with Seller for merchant services that is not transferred to Purchaser.
No Solicitation by Seller. Seller shall not, nor shall it permit the Company or any Subsidiary to, nor shall it authorize or permit any of its or the Company’s and Subsidiary’s directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by Seller, the Company or any Subsidiary to, directly or indirectly through another Person, (i) solicit, initiate or knowingly encourage (including by way of furnishing information) the making of any proposal or offer (A) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or its assets (other than assets to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidation or other business combination with the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Seller shall notify Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact.
No Solicitation by Seller. For a period of 12 months after the Effective Time, Seller will not specifically target and solicit customers of the Banking Centers utilizing any customer or mailing list which consists primarily of customers of the Banking Centers; provided, that these restrictions shall not apply to general mass mailings, telemarketing calls, statement stuffers and other similar communications directed to current customers of Seller or Seller’s affiliates, or to the public or newspaper, radio or television advertisements of a general nature, or otherwise prevent Seller from taking such actions as may be required to comply with any applicable federal or state laws, rules or regulations. In addition, these restrictions shall not apply to (a) the solicitation of (i) commercial accounts normally established and maintained in offices other than the Banking Centers or (ii) any credit or debit card customer which has an agreement with Seller for merchant services which is not transferred to Purchaser, or (b) the installation and operation by Seller of automated teller machines at any location.
No Solicitation by Seller. In consideration of the purchase of the transferred assets and assumption of the assumed liabilities by Purchaser, neither Seller nor its Affiliates (including their respective directors, officers, employees or principal shareholders), successors or assigns will, for a period of twelve (12) months after the Closing Date, solicit, on behalf of itself or others, deposits from customers whose Deposits are assumed by Purchaser hereunder; provided, however, that nothing contained in this Section 6.5 shall be deemed to prohibit general solicitations in (i) newspapers, (ii) television (iii) radio, or mass mailings not specifically directed or targeted to customers of the Banking Center. In addition, these restrictions shall not apply to (1) the solicitation of (A) commercial accounts normally established and maintained in offices other than the Banking Center or (B) any credit or debit card customer which has an agreement with Seller for merchant services which is not transferred to Purchaser, (2) the installation and operation by Seller of automated teller machines at any location beyond a two mile radius measured from the current location of either Banking Center, or (3) for avoidance of doubt, any deposit, safe deposit or other business or transaction between Seller and any customer or customers whose Deposits are assumed by Purchaser hereunder, provided that such deposit, safe deposit or other business or transaction was not solicited in violation of the provisions of the first sentence of this Section 6.5.
No Solicitation by Seller. Each Seller shall, and shall cause the Company to, immediately cease any existing discussions or negotiations with any third parties conducted prior to the date hereof with respect to any merger, business combination, sale of assets (other than sales permitted by this Agreement), sale of shares of capital stock or other securities or similar transaction involving any third party and Seller or the Company (an "Acquisition Transaction"). Seller shall, and Seller shall ensure that the Company and its directors and officers shall, and shall use their best efforts to cause the Company's employees or other Affiliates not to, directly or indirectly, encourage, solicit, participate in, facilitate or initiate discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser or its directors, officers, employees or other Affiliates or representatives) concerning any Acquisition Transaction or any discussions or negotiations with respect thereto. Seller shall immediately communicate to Purchaser any such inquiries or proposals regarding an Acquisition Transaction and the terms thereof.
No Solicitation by Seller. After the execution of this Agreement, Seller will take commercially reasonable steps to avoid causing customers of the Branches to transfer all or part of their deposit or loan business from the Branches. For a period of 24 months after the Closing Date, neither Seller nor any of Seller's affiliates will operate any branch facility, loan production office or automated teller machine at any location within Hancock or Putnam Counties, Ohio; except that Seller or its affiliate max xxxxxte ax xxxxce to "work out" the loans retained by Seller and other loans received from an affiliate of Seller.
No Solicitation by Seller. For a period of three (3) years after the Closing Date, Seller shall not specifically target and solicit customers of the Seller Offices for the provision of services offered by or competitive with services offered by Purchaser in XxXxxxxxx County, Kentucky; provided, however, these restrictions shall not restrict (i) general mass mailings or other similar communications provided such communications do not utilize or incorporate any customer or mailing list compiled from customers of the Seller Offices or which consists primarily of customers of the Seller Offices or which are targeted only to the XxXxxxxxx County area or (ii) communications with Seller's then loan customers for the purpose of renewing, extending or modifying their loans. In addition, Seller will not, for a period of three (3) years after the Closing Date, establish a banking or thrift office in XxXxxxxxx County, Kentucky; provided however that nothing herein shall prevent Seller from acquiring and operating a branch in XxXxxxxxx County, Kentucky through the purchase of a financial institution whose main office is not located in XxXxxxxxx County, Kentucky.
