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 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 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.

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.