Common use of No Solicitation of Other Proposals Clause in Contracts

No Solicitation of Other Proposals. (a) Notwithstanding anything in the Existing Stockholders Agreement to the contrary, except as expressly permitted by the terms of this Agreement, prior to the earlier of the Closing or the termination of this Agreement pursuant to Section 7.1, the Seller shall not, directly or indirectly, take (and the Seller shall not authorize or permit any of its Representatives or, to the extent within the 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 the Seller to abandon, terminate or fail to consummate the Bexil Sale 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, provided, however, if at any time prior to obtaining the Required Vote, the Seller receives a bona fide written Superior Proposal with respect to which the Board of Directors determines in good faith, after consulting with outside counsel, that to do so is necessary or advisable to comply with the directors' duties to the Seller and its stockholders under applicable Law, then to that extent (and only to that extent), the Seller and its directors, officers and other Representatives may, in response to such Superior Proposal: (A) furnish non-public information with respect to the Seller and York (in the Seller's possession) to the Person making such Superior Proposal (and to such Person's Representatives), but only if: (1) such Person enters into a confidentiality agreement with the Seller on terms not more favorable to the other party than the Confidentiality Agreement; and (2) concurrently with the delivery to such Person, the Seller delivers to Buyer Parties all such information relating to such Superior Proposal not previously provided to Buyer Parties; and (B) participate in discussions and negotiations with such Person (and with such Person's Representatives) regarding such Superior Proposal.

No Solicitation of Other Proposals. (a) Notwithstanding anything in From and after the Existing Stockholders Agreement to the contrary, except as expressly permitted by the terms of this Agreement, prior to the earlier of the Closing or date hereof until the termination of this Agreement pursuant to Section 7.18 hereof, the Seller except as set forth in Section 11 of this Agreement, Shareholder, in his, her or its capacity as a shareholder of BFTL, shall not, directly nor shall such Shareholder authorize any partner, officer, director, advisor or indirectlyRepresentative of, take (and the Seller shall not authorize such Shareholder or permit any of his, her or its Representatives orAffiliates to (and, to the extent within the Seller's controlapplicable to Shareholder, other such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its Representatives or Affiliates to taketo), (a) initiate, solicit, induce or knowingly encourage, or knowingly 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 the Seller to abandon, terminate or fail to consummate the Bexil Sale or any other transaction contemplated by this Agreement, or (iii) participate in any way in discussions or negotiations with, or furnish any information tomaking of, any Person in connection withinquiry, offer or take any other action to facilitate any inquiries or the making of any proposal that which constitutes, or could reasonably be expected to lead to, any Takeover an Acquisition Proposal, provided(b) participate in any discussions or negotiations regarding any Acquisition Proposal, howeveror furnish, if at or otherwise afford access, to any time prior to obtaining the Required Vote, the Seller receives a bona fide written Superior Proposal person (other than FXNC or First Bank) any information or data with respect to which the Board BFTL or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle, letter of Directors determines in good faithintent, after consulting with outside counsel, that to do so is necessary memorandum of understanding or advisable to comply with the directors' duties to the Seller and its stockholders under applicable Law, then to that extent (and only to that extent), the Seller and its directors, officers and other Representatives may, in response to such Superior Proposal: (A) furnish non-public information similar arrangement with respect to the Seller and York an Acquisition Proposal, (in the Seller's possessiond) solicit proxies with respect to the Person making such Superior an Acquisition Proposal (and 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 such Person's Representatives), but only if: (1) such Person enters into a confidentiality agreement interfere with or inhibit the timely consummation of the Merger in accordance with the Seller on terms not more favorable of the Merger Agreement, or (e) initiate a shareholders’ vote or action by consent of BFTL’s shareholders with respect to the other party than the Confidentiality Agreement; and (2) concurrently with the delivery to such Person, the Seller delivers to Buyer Parties all such information relating to such Superior Proposal not previously provided to Buyer Parties; and (B) participate in discussions and negotiations with such Person (and with such Person's Representatives) regarding such Superior an Acquisition Proposal.

No Solicitation of Other Proposals. (a) Notwithstanding anything in From and after the Existing Stockholders Agreement to the contrary, except as expressly permitted by the terms of this Agreement, prior to the earlier of the Closing or date hereof until the termination of this Agreement pursuant to Section 7.17 hereof, the Seller except as set forth in Section 10 of this Agreement, Shareholder, in his, her or its capacity as a shareholder of Touchstone, shall not, directly nor shall such Shareholder authorize any partner, officer, director, advisor or indirectlyRepresentative of, take (and the Seller shall not authorize such Shareholder or permit any of his, her or its Representatives orAffiliates to (and, to the extent within the Seller's controlapplicable to Shareholder, other such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its Representatives or Affiliates to taketo), (a) initiate, solicit, induce or knowingly encourage, or knowingly 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 the Seller to abandon, terminate or fail to consummate the Bexil Sale or any other transaction contemplated by this Agreement, or (iii) participate in any way in discussions or negotiations with, or furnish any information tomaking of, any Person in connection withinquiry, offer or take any other action to facilitate any inquiries or the making of any proposal that which constitutes, or could reasonably be expected to lead to, any Takeover an Acquisition Proposal, provided(b) participate in any discussions or negotiations regarding any Acquisition Proposal, howeveror furnish, if at or otherwise afford access, to any time prior to obtaining the Required Vote, the Seller receives a bona fide written Superior Proposal person (other than FXNC or First Bank) any information or data with respect to which the Board Touchstone, Touchstone Bank or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle, letter of Directors determines in good faithintent, after consulting with outside counsel, that to do so is necessary memorandum of understanding or advisable to comply with the directors' duties to the Seller and its stockholders under applicable Law, then to that extent (and only to that extent), the Seller and its directors, officers and other Representatives may, in response to such Superior Proposal: (A) furnish non-public information similar arrangement with respect to the Seller and York an Acquisition Proposal, (in the Seller's possessiond) solicit proxies with respect to the Person making such Superior an Acquisition Proposal (and 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 such Person's Representatives), but only if: (1) such Person enters into a confidentiality agreement interfere with or inhibit the timely consummation of the Merger in accordance with the Seller on terms not more favorable of the Merger Agreement, or (e) initiate a shareholders’ vote or action by consent of Touchstone’s shareholders with respect to the other party than the Confidentiality Agreement; and (2) concurrently with the delivery to such Person, the Seller delivers to Buyer Parties all such information relating to such Superior Proposal not previously provided to Buyer Parties; and (B) participate in discussions and negotiations with such Person (and with such Person's Representatives) regarding such Superior an Acquisition Proposal.

No Solicitation of Other Proposals. (a) Notwithstanding anything in From the Existing Stockholders Agreement to the contrary, except as expressly permitted by the terms of this Agreement, prior to date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 7.1in accordance with its terms, none of Seller, Seller Parent or any of their respective Affiliates or Representatives (collectively, the “Seller Representatives”), shall not, directly or indirectly, (i) solicit, facilitate, initiate, entertain, encourage or take (and the Seller shall not authorize or permit any of its Representatives or, to the extent within the Seller's control, other Affiliates to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate facilitate, initiate, entertain or facilitate encourage, any Takeover inquiries or communications or the making of any proposal or offer that constitutes or may constitute an Acquisition Proposal, (ii) enter into any agreement with respect to any Takeover Proposal participate or enter into any agreement, arrangement or understanding requiring the Seller to abandon, terminate or fail to consummate the Bexil Sale or any other transaction contemplated by this Agreement, or (iii) participate engage in any way in discussions or negotiations with, or furnish provide any information to, any Person in connection with, to or take any other action with the intent to facilitate the efforts of, any inquiries Person concerning any possible Acquisition Proposal or the making of any proposal inquiry or communication that constitutes, or could might reasonably be expected to lead toresult 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 Takeover Acquisition Proposal, provided, however, if at any time prior to obtaining the Required Vote. For purposes of this Agreement, the Seller receives a bona fide written Superior Proposal with respect to which the Board of Directors determines in good faithterm “Acquisition Proposal” shall mean any inquiry, after consulting with outside counsel, that to do so is necessary proposal or advisable to comply with the directors' duties offer from any Person (other than Buyer and its Affiliates and their respective Representatives) relating to the Seller and its stockholders under applicable Lawacquisition, then to that extent merger, recapitalization or share exchange of Seller, or any acquisition or license of any material portion of the assets of the Business, or any purchase of any equity securities or interests (and only to that extent)or instruments convertible into equity securities or interests) of Seller, or any other transaction, the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the transactions contemplated hereby. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth above by any Seller and its directorsRepresentative, officers and other Representatives may, in response to such Superior Proposal: (A) furnish non-public information with respect to the Seller and York (in the Seller's possession) to the Person making such Superior Proposal (and to such Person's Representatives), but only if: (1) whether or not such Person enters into is purporting to act on behalf of Seller, shall be deemed to be a confidentiality agreement with the Seller on terms not more favorable to the other party than the Confidentiality Agreement; and (2) concurrently with the delivery to such Person, the Seller delivers to Buyer Parties all such information relating to such Superior Proposal not previously provided to Buyer Parties; and (B) participate in discussions and negotiations with such Person (and with such Person's Representatives) regarding such Superior Proposal.breach of this Section 6.6