Common use of No Solicitation of Other Offers Clause in Contracts

No Solicitation of Other Offers. Talbot Bancshares agrees that neither it nor any of the Talbot Subsidiaries nor any of their respective officers, directors, and employees shall, and Talbot Bancshares shall direct and use its best efforts to cause its and the Talbot Subsidiaries' agents and representatives (including, without limitation, any investment banker, attorney, or accountant retained by it or any of the Talbot Subsidiaries) not to, directly or indirectly, take any action to solicit or initiate any inquiries or the making of any offer or proposal (including without limitation any proposal to stockholders of Talbot Bancshares) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets (except problem assets shown on the list previously provided to Shore Bancshares, sale of shares of capital stock, or similar transactions involving Talbot Bancshares or any of the Talbot Subsidiaries (any such inquiry, offer, or proposal, a "Talbot Acquisition Proposal"), or, except in the opinion of outside counsel to Talbot Bancshares as may be legally required to comply with the duties the Board of Directors of Talbot Bancshares under applicable law and upon termination of this Plan under Section 13(f), engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Talbot Acquisition Proposal. As of the time hereof, Talbot Bancshares is not engaged in any negotiations or discussions relating to a Talbot Acquisition Proposal. Talbot Bancshares shall promptly notify Shore Bancshares orally and in writing of, and keep it fully and currently informed on, any Talbot Acquisition Proposal or any inquiries with respect thereto, such written notification to include the identity of the Person making such inquiry or Talbot Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Shore Bancshares of the material terms of such Talbot Acquisition Proposal. Talbot Bancshares shall give Shore Bancshares contemporaneous written notice upon engaging in discussions or negotiations with, or providing any information regarding Talbot Bancshares or any of the Talbot Subsidiaries to, any such person regarding a Talbot Acquisition Proposal.

No Solicitation of Other Offers. Talbot Bancshares agrees that neither it nor any of the Talbot (a) The Company and its Subsidiaries nor any of their respective officers, directorsshall not, and employees shall, and Talbot Bancshares the Company shall direct and use its reasonable best efforts to cause ensure that its and the Talbot Subsidiaries' agents and representatives Representatives shall not, (including, without limitation, any investment banker, attorney, or accountant retained by it or any of the Talbot Subsidiariesi) not to, directly or indirectly, take any action to initiate or solicit or initiate knowingly encourage or facilitate any inquiries or the making of any offer or proposal (including without limitation any proposal to stockholders of Talbot Bancshares) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets (except problem assets shown on the list previously provided to Shore Bancshares, sale of shares of capital stockAcquisition Proposal, or similar transactions involving Talbot Bancshares (ii) directly or any of the Talbot Subsidiaries (any such inquiry, offer, or proposal, a "Talbot Acquisition Proposal"), or, except in the opinion of outside counsel to Talbot Bancshares as may be legally required to comply with the duties the Board of Directors of Talbot Bancshares under applicable law and upon termination of this Plan under Section 13(f)indirectly, engage in or continue any negotiations or discussions concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal or execute or enter into any agreement, understanding, letter of intent or arrangement with respect to any Acquisition Proposal (other than a Talbot confidentiality agreement described below). Subject to Section 6.3(b), neither the Company nor the Company’s Board of Directors or any committee thereof shall recommend to the Company Stockholders any Acquisition Proposal or approve any agreement with respect to an Acquisition Proposal. As Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or the Company’s Board of Directors or any committee thereof from (i) taking and disclosing to the time hereofCompany Stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Company Stockholders) or from making any legally required disclosure to the Company Stockholders with regard to an Acquisition Proposal (provided that neither the Company nor the Company Board may recommend any Acquisition Proposal unless permitted by Section 6.3(b) below and the Company may not fail to include or make, Talbot Bancshares is not engaged or withdraw, modify or change in a manner adverse to Parent all or any portion of, the recommendation to the Company Stockholders contemplated by Section 6.5 unless permitted by the terms hereof or by applicable Law), or (ii) (A) providing access to its properties, books and records and providing information or data in response to a request therefor by a Person who has made an unsolicited Acquisition Proposal if the Company’s Board of Directors or any committee thereof receives from the Person so requesting such information an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without a standstill provision), or (B) engaging in any negotiations or discussions relating with any Person who has made an unsolicited Acquisition Proposal, if and only to the extent that prior to taking any of the actions set forth in clauses (A) or (B) of clause (ii), (x) the Company’s Board of Directors shall have determined in good faith that such Acquisition Proposal constitutes or will result in, or is reasonably likely to result in, a Talbot Superior Proposal from the party that made the applicable Acquisition Proposal, and (y) the Company shall have informed Parent promptly following (and in no event later than twenty-four hours after) the taking by it of any such action. (b) Notwithstanding anything in this Section 6.3 to the contrary, if the Company’s Board of Directors determines in good faith, in response to an Acquisition Proposal, that such proposal is a Superior Proposal, the Company may terminate this Agreement and/or the Company’s Board of Directors, based upon the recommendation of a special committee appointed by the Company’s Board of Directors, may approve or recommend such Superior Proposal to the Company Stockholders, and immediately prior to or concurrently with the termination of this, Agreement enter into any agreement, understanding, letter of intent or arrangement with respect to such Superior Proposal, as applicable; provided, however, that the Company shall not terminate this Agreement pursuant to this sentence, and any purported termination pursuant to this sentence shall be void and of no force or effect, unless concurrently with such termination pursuant to this Section 6.3(b) the Company pays to Parent the Company Termination Fee payable pursuant to Section 8.3. (c) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. Talbot Bancshares The Company also shall, if it has not already done so, promptly request, to the extent it has a contractual right to do so, that each Person, if any, that has heretofore executed a confidentiality agreement within the twelve months prior to the date of this Agreement in connection with its consideration of any Acquisition Proposal return or destroy all confidential information or data heretofore furnished to it by or on behalf of the Company. (d) The Company shall promptly (and in no event later than twenty-four hours) notify Shore Bancshares (which notice shall be provided orally and in writing of, and keep it fully and currently informed on, any Talbot shall identify the Person making the Acquisition Proposal or any inquiries with respect thereto, such written notification to include inquiry regarding the identity making of the Person making such inquiry or Talbot an Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Shore Bancshares set forth in reasonable detail its material terms and conditions) Parent after receipt of an Acquisition Proposal or any inquiry regarding the making of an Acquisition Proposal and thereafter shall keep Parent fully informed of the status and material terms and conditions of such Talbot Acquisition Proposal. Talbot Bancshares The Company shall give Shore Bancshares contemporaneous written notice upon engaging in discussions or negotiations with, or providing make available to Parent (to the extent it has not already done so) all material non-public information made available to any information regarding Talbot Bancshares or Person making an Acquisition Proposal at substantially the same time as it provides it to such other Person. (e) Prior to taking any of the Talbot Subsidiaries actions referred to in Section 6.3(a), the Company shall promptly (but in any event within twenty-four hours) notify Parent orally and in writing of any action it proposes to take with respect to such Acquisition Proposal. After taking any such action, the Company shall promptly advise Parent orally and in writing of the status of such action as developments arise or as requested by Parent. Without limiting the foregoing, at least three business days prior to taking any of the actions referred to in Section 6.3(b), the Company shall notify Parent of any such action it proposes to take and, during such three business day period, the Company’s Board of Directors shall negotiate in good faith with Parent with respect to any revised proposal to acquire the Company Common Stock that Parent may make during such three business day period. (f) From the date of this Agreement, until the earlier of the Effective Date or the date that this Agreement is terminated in accordance with Article VIII, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which the Company is a party (other than involving Parent or its Affiliates). During such period, the Company agrees to use commercially reasonable efforts to enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including, but not limited to, seeking injunctions to prevent any breaches of such person regarding agreements or to enforce specifically the terms and provisions thereof in a Talbot Acquisition Proposalcourt in the United States or any state thereof having jurisdiction.

No Solicitation of Other Offers. Talbot Shore Bancshares agrees that neither it nor any of the Talbot Shore Subsidiaries nor any of their respective officers, directors, and employees shall, and Talbot Shore Bancshares shall direct and use its best efforts to cause its and the Talbot Shore Subsidiaries' agents and representatives (including, without limitation, any investment banker, attorney, or accountant retained by it or any of the Talbot Shore Subsidiaries) not to, directly or indirectly, take any action to solicit or initiate any inquiries or the making of any offer or proposal (including without limitation any proposal to stockholders of Talbot Shore Bancshares) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets (except problem assets shown on the a list previously provided to Shore Talbot Bancshares), sale of shares of capital stock, or similar transactions involving Talbot Shore Bancshares or any of the Talbot Shore Subsidiaries (any such inquiry, offer, or proposal, a "Talbot Shore Acquisition Proposal"), or, except in the opinion of outside counsel to Talbot Shore Bancshares as may be legally required to comply with the duties the Board of Directors of Talbot Shore Bancshares under applicable law and upon termination of this Plan under Section 13(f), engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Talbot Shore Acquisition Proposal. As of the time hereof, Talbot Shore Bancshares is not engaged in any negotiations or discussions relating to a Talbot Shore Acquisition Proposal. Talbot Shore Bancshares shall promptly notify Shore Talbot Bancshares orally and in writing of, and keep it fully and currently informed on, any Talbot Shore Acquisition Proposal or any inquiries with respect thereto, such written notification to include the identity of the Person making such inquiry or Talbot Shore Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Shore Talbot Bancshares of the material terms of such Talbot Shore Acquisition Proposal. Talbot Shore Bancshares shall give Shore Talbot Bancshares contemporaneous written notice upon engaging in discussions or negotiations with, or providing any information regarding Talbot Shore Bancshares or any of the Talbot Shore Subsidiaries to, any such person regarding a Talbot Shore Acquisition Proposal.

No Solicitation of Other Offers. Talbot Bancshares agrees that neither (a) CHE shall not, nor shall it nor permit any of the Talbot Subsidiaries its subsidiaries to, nor shall it authorize or permit any officer, director or representative or agent of CHE or any of their respective officers, directors, and employees shall, and Talbot Bancshares shall direct and use its best efforts to cause its and the Talbot Subsidiaries' agents and representatives subsidiaries (including, without limitation, any investment banker, attorneyfinancial advisor, attorney or accountant retained by it CHE or any of the Talbot Subsidiariesits subsidiaries) not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to solicit or initiate facilitate the initiation of any inquiries or proposals regarding an Acquisition Proposal (as hereinafter defined), (ii) engage in negotiations or discussions concerning, or provide any nonpublic information to any Person relating to, any Acquisition Proposal, or (iii) agree to approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Section 7.6 shall prohibit CHE or the Board from taking and disclosing to stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act; and provided, further, that, prior to CHE Stockholders' Meeting, (y) the Board on behalf of CHE may upon the bona fide unsolicited request of a Third Party (as hereinafter defined) furnish information or data (including, without limitation, confidential or non-public information or data) relating to CHE or its subsidiaries for the purposes of an Acquisition Proposal and participate in negotiations with a Person making an unsolicited bona fide Acquisition Proposal if the Board believes that to do so could reasonably lead to a Superior Proposal (as hereinafter defined) and (z) the Board may withdraw or modify its recommendation relating to this Agreement or the transactions contemplated hereby if the Board determines in good faith after consultation with its financial advisor that the transactions contemplated hereby are no longer in the best interests of CHE's stockholders and that such withdrawal or modification is, therefore, advisable in order to satisfy its fiduciary duties to CHE's stockholders under Applicable Law. (b) As used in this Agreement, "Acquisition Proposal" means any proposal for any of the following (in each case, an "Acquisition Transaction"): (i) a transaction pursuant to which any Person (or group of Persons) other than Parent or its affiliates (a "Third Party") acquires 20% or more of the outstanding shares of capital stock of CHE or Seller pursuant to a tender offer or proposal exchange offer or otherwise, (including without limitation any proposal to stockholders of Talbot Bancsharesii) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale merger or other disposition of business combination involving CHE or Seller and any significant portion Third Party, (iii) any other transaction pursuant to which any Third Party acquires control of assets (except problem including for this purpose the outstanding equity securities of Seller or other subsidiaries of CHE, and the entity surviving any merger or business combination including any of them) of CHE or Seller having a fair market value equal to 20% or more of the fair market value of all the assets shown on of CHE or Seller immediately prior to such transaction, (iv) any public announcement by a Third Party of a proposal, plan or intention to do any of the list previously provided foregoing or any agreement to Shore Bancsharesengage in any of the foregoing, sale (v) a self tender offer, or (vi) any transaction subject to Rule 13(e)-3 under the Exchange Act. As used in this Agreement, "Superior Proposal" means an Acquisition Proposal for more than 50% of the outstanding shares of capital stock, or similar transactions involving Talbot Bancshares for all or any substantially all of the Talbot Subsidiaries assets, of CHE that (i) is not subject to any financing contingencies or is, in the good faith judgment of the Board after consultation with its financial advisor, reasonably capable of being financed and (ii) the Board determines in good faith, based upon such inquirymatters as it deems relevant, offerincluding an opinion of its financial advisor, would, if consummated, result in a transaction more favorable to CHE's stockholders from a financial point of view than the transactions contemplated hereby. (c) Prior to providing any information to or proposal, entering into discussions with any Person in connection with an Acquisition Proposal by a "Talbot Acquisition Proposal"Person as set forth in Section 7.6(a), or, except CHE shall receive from such Person an executed confidentiality agreement in the opinion of outside counsel to Talbot Bancshares as may be legally required to comply with the duties the Board of Directors of Talbot Bancshares under applicable law reasonably customary form and upon termination of this Plan under Section 13(f), engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Talbot Acquisition Proposal. As of the time hereof, Talbot Bancshares is not engaged in any negotiations or discussions relating to a Talbot Acquisition Proposal. Talbot Bancshares shall promptly notify Shore Bancshares Parent orally and in writing of, and keep it fully and currently informed on, of the existence of any Talbot Acquisition Proposal or any inquiries indicating that any Person is considering making or wishes to make an Acquisition Proposal, as promptly as practicable (but in no case later than three Business Days) after its receipt thereof. CHE shall, to the extent reasonably practicable, inform Parent of the status of any discussions or negotiations with respect theretoany such Third Party, and any material changes to the terms and conditions of such written notification Acquisition Proposal. At least five (5) days prior to include either (x) accepting any Superior Proposal or (y) any change by the Board in its recommendation of the transactions contemplated hereby (if following the receipt of any Acquisition Proposal), CHE shall advise Parent orally and in writing of such Acquisition Proposal and the material terms and conditions of such Acquisition Proposal and the identity of the Person making any such inquiry or Talbot Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Shore Bancshares of the material terms of such Talbot Acquisition Proposal. Talbot Bancshares During such five (5) day period, the Board shall give Shore Bancshares contemporaneous written notice upon engaging negotiate in good faith to determine whether Parent can or is willing to make a proposal that is superior to the Superior Proposal. (d) Subject to the foregoing provisions of this Section 7.6, CHE shall immediately cease and cause to be terminated any existing discussions or negotiations with, or providing with any information regarding Talbot Bancshares or Person (other than Parent and Purchaser) conducted heretofore with respect to any of the Talbot Subsidiaries toforegoing. CHE shall ensure that the officers and directors of CHE and its subsidiaries and any investment banker, any such person regarding a Talbot Acquisition Proposalfinancial advisor, attorney, accountant or other advisor or representative retained by CHE are aware of the restrictions described in this Section 7.6.

No Solicitation of Other Offers. Talbot Bancshares Columbia Bancorp agrees that neither it nor any of the Talbot Columbia Subsidiaries nor any of their respective officers, directors, and employees shall, and Talbot Bancshares Columbia Bancorp shall direct and use its best efforts to cause its and the Talbot Columbia Subsidiaries' agents and representatives (including, without limitation, any investment banker, attorney, or accountant retained by it or any of the Talbot Columbia Subsidiaries) not to, directly or indirectly, take any action to solicit or initiate any inquiries or the making of any offer or proposal (including without limitation any proposal to stockholders of Talbot BancsharesColumbia Bancorp) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets (except problem assets shown on the list previously provided to Shore BancsharesSchedule 6.10), sale of shares of capital stock, or similar transactions involving Talbot Bancshares Columbia Bancorp or any of the Talbot Columbia Subsidiaries (any such inquiry, offer, or proposal, a "Talbot Columbia Acquisition Proposal"), or, except in the opinion of outside counsel to Talbot Bancshares Columbia Bancorp as may be legally required to comply with the duties the Board of Directors of Talbot Bancshares Columbia Bancorp under applicable law and upon termination receipt of this Plan under Section 13(f)a confidentially agreement with terms not materially less favorable to Columbia Bancorp than those contained in the Confidentiality Agreement, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Talbot Columbia Acquisition Proposal. As of the time hereof, Talbot Bancshares Columbia Bancorp is not engaged in any negotiations or discussions relating to a Talbot Columbia Acquisition Proposal. Talbot Bancshares Columbia Bancorp shall promptly notify Shore Suburban Bancshares orally and in writing of, and keep it fully and currently informed on, any Talbot Columbia Acquisition Proposal or any inquiries with respect thereto, such written notification to include the identity of the Person making such inquiry or Talbot Columbia Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Shore Suburban Bancshares of the material terms of such Talbot Columbia Acquisition Proposal. Talbot Bancshares Columbia Bancorp shall give Shore Suburban Bancshares contemporaneous written notice upon engaging in discussions or negotiations with, or providing any information regarding Talbot Bancshares Columbia Bancorp or any of the Talbot Columbia Subsidiaries to, any such person regarding a Talbot Columbia Acquisition Proposal.

No Solicitation of Other Offers. Talbot Bancshares agrees that neither (a) CHE shall not, nor shall it nor permit any of the Talbot Subsidiaries its subsidiaries to, nor shall it authorize or permit any officer, director or representative or agent of CHE or any of their respective officers, directors, and employees shall, and Talbot Bancshares shall direct and use its best efforts to cause its and the Talbot Subsidiaries' agents and representatives subsidiaries (including, without limitation, any investment banker, attorneyfinancial advisor, attorney or accountant retained by it CHE or any of the Talbot Subsidiariesits subsidiaries) not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to solicit or initiate facilitate the initiation of any inquiries or the making of any offer or proposal proposals regarding an Acquisition Proposal (including without limitation any proposal to stockholders of Talbot Bancshares) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets (except problem assets shown on the list previously provided to Shore Bancshares, sale of shares of capital stock, or similar transactions involving Talbot Bancshares or any of the Talbot Subsidiaries (any such inquiry, offer, or proposal, a "Talbot Acquisition Proposal"as hereinafter defined), or, except in the opinion of outside counsel to Talbot Bancshares as may be legally required to comply with the duties the Board of Directors of Talbot Bancshares under applicable law and upon termination of this Plan under Section 13(f), (ii) engage in any negotiations or discussions concerning, or provide any confidential nonpublic information to any Person relating to, any Acquisition Proposal, or (iii) agree to approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Section 7.6 shall prohibit CHE or the Board from taking and disclosing to stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act; and provided, further, that, prior to CHE Stockholders' Meeting, (y) the Board on behalf of CHE may upon the bona fide unsolicited request of a Third Party (as hereinafter defined) furnish information or data to(including, without limitation, confidential or have any discussions with, any person non-public information or data) relating to a Talbot Acquisition Proposal. As CHE or its subsidiaries for the purposes of the time hereof, Talbot Bancshares is not engaged in any negotiations or discussions relating to a Talbot Acquisition Proposal. Talbot Bancshares shall promptly notify Shore Bancshares orally and in writing of, and keep it fully and currently informed on, any Talbot Acquisition Proposal or any inquiries with respect thereto, such written notification to include the identity of the Person making such inquiry or Talbot an Acquisition Proposal and participate in negotiations with a Person making an unsolicited bona fide Acquisition Proposal if the Board believes that to do so could reasonably lead to a Superior Proposal (as hereinafter defined) and (z) the Board may withdraw or modify its recommendation relating to this Agreement or the transactions contemplated hereby if the Board determines in good faith after consultation with its financial advisor that the transactions contemplated hereby are no longer in the best interests of CHE's stockholders and that such other information with respect thereto as is reasonably necessary withdrawal or modification is, therefore, advisable in order to apprise Shore Bancshares of the material terms of such Talbot satisfy its fiduciary duties to CHE's stockholders under Applicable Law. (b) As used in this Agreement, "Acquisition Proposal. Talbot Bancshares shall give Shore Bancshares contemporaneous written notice upon engaging in discussions or negotiations with, or providing " means any information regarding Talbot Bancshares or proposal for any of the Talbot Subsidiaries tofollowing (in each case, an "Acquisition Transaction"): (i) a transaction pursuant to which any such person regarding Person (or group of Persons) other than Parent or its affiliates (a Talbot Acquisition Proposal."Third Party") acquires 20% or more of the outstanding shares of capital stock of CHE or Seller pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving CHE or Seller and any Third Party, (iii) any other

No Solicitation of Other Offers. Talbot Suburban Bancshares agrees that neither it nor any of the Talbot Suburban Subsidiaries nor any of their respective officers, directors, and employees shall, and Talbot Suburban Bancshares shall direct and use its best efforts to cause its and the Talbot Suburban Subsidiaries' agents and representatives (including, without limitation, any investment banker, attorney, or accountant retained by it or any of the Talbot Suburban Subsidiaries) not to, directly or indirectly, take any action to solicit or initiate any inquiries or the making of any offer or proposal (including without limitation any proposal to stockholders of Talbot Suburban Bancshares) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets (except problem assets shown on the list previously provided to Shore BancsharesSchedule 5.9), sale of shares of capital stock, or similar transactions involving Talbot Suburban Bancshares or any of the Talbot Suburban Subsidiaries (any such inquiry, offer, or proposal, a "Talbot Suburban Acquisition Proposal"), or, except in the opinion of outside counsel to Talbot Suburban Bancshares as may be legally required to comply with the duties the Board of Directors of Talbot Suburban Bancshares under applicable law and upon termination receipt of this Plan under Section 13(f)a confidentially agreement with terms not materially less favorable to Suburban Bancshares than those contained in the Confidentiality Agreement, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Talbot Suburban Acquisition Proposal. As of the time hereof, Talbot Suburban Bancshares is not engaged in any negotiations or discussions relating to a Talbot Suburban Acquisition Proposal. Talbot Suburban Bancshares shall promptly notify Shore Bancshares Columbia Bancorp orally and in writing of, and keep it fully and currently informed on, any Talbot Suburban Acquisition Proposal or any inquiries with respect thereto, such written notification to include the identity of the Person making such inquiry or Talbot Suburban Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Shore Bancshares Columbia Bancorp of the material terms of such Talbot Suburban Acquisition Proposal. Talbot Suburban Bancshares shall give Shore Bancshares Columbia Bancorp contemporaneous written notice upon engaging in discussions or negotiations with, or providing any information regarding Talbot Suburban Bancshares or any of the Talbot Suburban Subsidiaries to, any such person regarding a Talbot Suburban Acquisition Proposal.