No Solicitation of Other Proposals. (a) From the Effective Date until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shall, nor shall such Person permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, entertain, knowingly facilitate or encourage, or take any action to solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “
No Solicitation of Other Proposals. From and after the date hereof until the termination of this Agreement pursuant to Section 8 hereof, except as set forth in Section 11 of this Agreement, Shareholder, in his, her or its capacity as a shareholder of BFTL, shall not, nor shall such Shareholder authorize any partner, officer, director, advisor or Representative of, such Shareholder or any of his, her or its Affiliates to (and, to the extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its Representatives or Affiliates to), (a) initiate, solicit, induce or knowingly encourage, or knowingly take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than FXNC or First Bank) any information or data with respect to BFTL or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding or similar arrangement with respect to an Acquisition Proposal, (d) solicit proxies with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, or (e) initiate a shareholders’ vote or action by consent of BFTL’s shareholders with respect to an Acquisition Proposal.
No Solicitation of Other Proposals. (a) Except as expressly permitted by the terms of this Agreement, none of the Company or any of its Subsidiaries shall take (and the Company shall not instruct any of its representatives or, to the extent within the Company’s control, other Affiliates to take) any action to (A) intentionally encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Takeover Proposal, (B) enter into any agreement with respect to any Takeover Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) participate in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to constitute, any Takeover Proposal; provided, however, that the Company or any of its Subsidiaries may make a copy of this Agreement (which shall not include a copy of the schedules or exhibits hereto), the Company Financial Statements and the Proxy Statement (when available) publicly available, or may furnish or instruct any of their representatives to furnish, a copy of this Agreement (which shall not include a copy of the schedules or exhibits hereto), the Company Financial Statements and the Proxy Statement (when available) to any Person requesting a copy of this Agreement; and provided further, however, if at any time prior to the adoption of this Agreement by the Company’s stockholders the Company receives a bona fide written Takeover Proposal that could reasonably be expected to lead to a Superior Proposal and the Board of Directors of the Company (or any committee thereof) determines in good faith, after consulting with outside counsel, that the failure to do so would otherwise constitute a breach of the directors’ fiduciary duties to the Company’s stockholders under applicable Law, then the Company and its Subsidiaries and their respective directors, officers and representatives may, in response to such Takeover Proposal: (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and to such Person’s representatives), but only if: (1) such Person enters into a confidentiality agreement with the Company not less restrictive as a whole with respect to such Person than the Confident...
No Solicitation of Other Proposals. Notwithstanding anything in the Existing Stockholders Agreement to the contrary, prior to the earlier of the Closing or the termination of this Agreement pursuant to Section 9.1, Seller shall not and shall cause York not to, directly or indirectly, take (and Seller shall not authorize or permit any of his or York's Representatives or, to the extent within Seller's control, other Affiliates to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Takeover Proposal, (ii) enter into any agreement with respect to any Takeover Proposal or enter into any agreement, arrangement or understanding requiring York or Seller to abandon, terminate or fail to consummate the Transactions or any other transaction contemplated by this Agreement, or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal. Seller hereby represents that it is not now engaged in discussions or negotiations with any Person other than Buyer Parties with respect to any Takeover Proposal.
No Solicitation of Other Proposals. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, none of Seller or any of its Affiliates or Representatives (collectively, the “Seller Representatives”) shall directly or indirectly, (i) solicit, facilitate, initiate, entertain, encourage or take any action to solicit, facilitate, initiate, entertain or encourage, any inquiries or communications or the making of any proposal or offer that constitutes or may constitute an Acquisition Proposal, (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication that might reasonably be expected to result in an Acquisition Proposal or (iii) approve or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal.
No Solicitation of Other Proposals. (a) From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, neither the Company nor any Seller shall, authorize or permit any of its respective officers, directors, employees, representatives or agents (collectively, the “Company Representatives”) directly or indirectly to, (i) solicit, facilitate, initiate, encourage or take any action to solicit, facilitate, initiate or encourage, any inquiries or communications or the making of any proposal or offer that constitutes or may constitute an Acquisition Proposal or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “
No Solicitation of Other Proposals. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Seller Group shall not, nor shall they permit any of their officers, directors, employees, representatives or agents (collectively, the “Seller Representatives”), directly or indirectly, to (i) solicit, encourage, facilitate, or initiate any inquiries or communications offer that constitutes or may constitute an Acquisition Proposal, (ii) participate or engage in any inquiries, discussions or negotiations with any Person concerning any Acquisition Proposal; or (iii) enter into or execute any agreement relating to an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to any merger, consolidation or other business combination involving the sale or other disposition of all or any significant portion of the Business or the Acquired Assets.
No Solicitation of Other Proposals. The Stockholder acknowledges and agrees that it has read and understands Section 5.3 of the Merger Agreement and hereby agrees that from the date hereof until the occurrence of a Termination Event, it shall be bound by the provisions of Section 5.3 of the Merger Agreement to the same extent as if the Stockholder were a party to the Merger Agreement.
No Solicitation of Other Proposals. (a) During the Interim Period, neither the Company nor Parent shall, and each shall cause their respective directors, officers, employees, representatives, advisors or agents not to: (i) solicit or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, an offer for a merger, consolidation, business combination, purchase or sale of substantial assets, purchase or sale of shares of capital stock or similar transaction or series of transactions involving the Company, Parent, or their respective Subsidiaries, other than the transactions contemplated by this Agreement and other than the acquisition activity contemplated by the Company as set forth in Schedule 4.2 (any of the foregoing, an “Acquisition Proposal”); or (ii) engage in discussions concerning, or agree to any Acquisition Proposal.
No Solicitation of Other Proposals. Unless this Agreement shall have been terminated, neither the Company on the one hand, nor Parent or Merger Sub on the other, shall, directly or indirectly, through any shareholder (or affiliate thereof), officer, director, employee, representative or agent, initiate, solicit, encourage, consider, entertain or otherwise consider any other offers for or inquiries about, or hold discussions with any person regarding, the acquisition of any assets or capital stock of the Company or Parent, as applicable. Neither the Company on the one hand, nor Parent or Merger Sub on the other, shall, directly or indirectly, through any shareholder (or affiliate thereof), officer, director, employee, representative or agent, engage in any negotiations concerning, provide any confidential information or data to, or have any discussions with, any person relating to the acquisition of any assets or capital stock of the Company or Parent, as applicable, whether initiated before or after this Agreement. The Company on the one hand, and Parent on the other, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the acquisition of any assets or capital stock of the Company or Parent, as appropriate. Each Party will notify the other immediately in writing of any such inquiries or proposals received and the name of such person and the material terms and conditions of any proposals or offers.
