Common use of No Solicitations Clause in Contracts

No Solicitations. (a) Except as contemplated by Section 8.7(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors shall not, without the prior written approval of SBKC, (i) directly or indirectly solicit or initiate inquiries or proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal; or (ii) withdraw its recommendation to the Neighbors shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 shall prohibit any officer or director of Neighbors from taking any action that the Board of Directors of Neighbors shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Neighbors and its shareholders. (d) Neighbors shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.

No Solicitations. (a) Except as contemplated by Section 8.7(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors SouthBank shall not, without the prior written approval of SBKC, (i) directly or indirectly solicit or initiate inquiries or proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal; or (ii) withdraw its recommendation to the Neighbors SouthBank shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors SouthBank shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 shall prohibit any officer or director of Neighbors SouthBank from taking any action that the Board of Directors of Neighbors SouthBank shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Neighbors SouthBank and its shareholders. (d) Neighbors SouthBank shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.

No Solicitations. Each of the Company and Eagles (as applicable, the “Party”) shall comply with the relevant provisions of this Section 6.5. The other party is referred to in this Section 6.5 as the “Other Party.” (a) Except as contemplated by Section 8.7(c) The Party shall, and shall cause its subsidiaries and its and their respective officers, directors, employees, representatives and agents to, immediately cease any activities, discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal, and request the return or destruction of all confidential information regarding the Party and its subsidiaries provided to any such persons on or prior to the date of this Agreement and prior pursuant to the Effective Time terms of any confidentiality agreements or until the termination of this Agreement, Neighbors otherwise. The Party shall not, without the prior written approval of SBKC, and shall cause its subsidiaries and its and their respective officers, directors, trustees, employees, representatives and agents not to, directly or indirectly, (i) directly solicit, participate in, initiate or indirectly solicit encourage (including by way of furnishing information), or initiate take any other action designed or reasonably likely to facilitate or encourage, any inquiries or proposals with respect the making of any proposal that constitutes, or may reasonably be expected to lead to, furnish any information regarding, enter into any Contract with respect to Acquisition Proposal or (ii) participate in any discussions or negotiations (including by way of furnishing information) regarding any Acquisition Proposal; or (ii) withdraw its recommendation provided, however, that if, at any time prior to the Neighbors shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors shall instruct its officersParty’s Shareholders Meeting, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 shall prohibit any officer or director of Neighbors from taking any action that the Board of Directors or Trustees of Neighbors shall determine the Party determines in good faith, after consultation with legal counseloutside counsel and a financial advisor of nationally recognized reputation, that it is required necessary to do so in order to comply with its fiduciary duties to the Party’s stockholders under applicable law, the Party may, provided that the Party has complied in all respects with its obligations under this Section 6.5(a), in response to a Superior Proposal received by law the Party after the date hereof, and subject to compliance with this Section 6.5, (x) furnish information with respect to the Party and its subsidiaries to the person making such Superior Proposal pursuant to a confidentiality and standstill agreement no less restrictive on the other party than the applicable Confidentiality Agreement and (y) participate in discussions or negotiations regarding such Superior Proposal. (b) Except as set forth in this Section 6.5, neither the Board of Directors or Trustees of the Party nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, the approval or recommendation by such Board of Directors or Trustees or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend or take no position with respect to, or propose to approve or recommend or take no position with respect to, any Acquisition Proposal or (iii) cause the Party to enter into any agreement related to any Acquisition Proposal (other than a confidentiality and standstill agreement with respect to a Superior Proposal as contemplated by Section 6.5(a)). Notwithstanding the foregoing, if prior to the Party’s Shareholders Meeting the Board of Directors or Trustees of the Party determines in good faith, after consultation with outside counsel and a financial advisor of nationally recognized reputation, that it is required to discharge his or her do so in order to comply with its fiduciary duties to Neighbors the stockholders of the Party under applicable law, the Board of Directors of the Party may, provided that the Party has complied in all respects with its obligations under this Section 6.5(b), in response to a Superior Proposal that was received by the Party after the date hereof, (x) withdraw or modify its approval or recommendation of the Offer, the Merger or this Agreement or (y) subject to the provisions of Section 8.1(e) or (f), as applicable, hereof, terminate this Agreement, but in each such case only at a time that is after the fifth business day following the Other Party’s receipt of written notice advising the Other Party that the Board of Directors or Trustees of the Party has received a Superior Proposal (after taking into account and its shareholdersconsidering any revised Acquisition Proposal made by Eagles in light of such Superior Proposal), specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and only if the Party is in compliance with this Section 6.5 and simultaneously with taking such action it also executes a definitive agreement to implement such Superior Proposal. (dc) Neighbors shall immediately cease For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal, offer or expression of interest by any third party relating a merger, consolidation or other business combination involving the Party or any subsidiary of the Party, or any purchase of more than 15% of the consolidated assets of the Party (including the shares and cause assets of its subsidiaries) or more than 15% of the shares of the Party (other the pursuant to be terminated all existing discussions the exercise of Company Stock Options in accordance with their terms) or negotiations with the issuance of any persons conducted with respect securities (or rights to acquire securities) of the Party or any Acquisition Transaction except those subsidiary of the Party, or any similar transaction, or any agreement, arrangement or understanding requiring the Party to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement. . Any material modification of an Acquisition Proposal (eincluding any modification of the economic terms) Each shall constitute a new Acquisition Proposal. For purposes of this Agreement, a “Superior Proposal” means any bona fide Acquisition Proposal for a transaction in which all of the stock or assets of the Party shall promptly advise are acquired by a third party, including by merger, consolidation or other business combination, on terms that the other Board of Directors or Trustees of the Party following determines in its good faith judgment (after consultation with a financial advisor of nationally recognized reputation) to be more favorable to the Party’s stockholders, from a financial point of view, than the Merger and the Repurchase Offer (taking into account all aspects of the proposal, the party making the proposal and any changes to the Merger and Repurchase Offer proposed by the Other Party in response to the receipt of any Acquisition Proposal and by the details thereof and advise the other Party of such Superior Proposal) and which is not subject to any developments with respect material contingency, including any contingency related to financing, unless, in the good faith judgment of the Board of Directors or Trustees of the Party, such Acquisition Proposal promptly upon the occurrence thereofcontingency is reasonably capable of being satisfied by such third party, and that is otherwise reasonably capable of being consummated in a timely fashion.

No Solicitations. (a) Except as contemplated by Section 8.7(c8.6(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors FCB shall not, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall not, directly or indirectly, without the prior written approval of SBKC,Atlantic Southern: (i) directly solicit, initiate or indirectly solicit authorize inquiries, discussions, negotiations, or initiate inquiries or submissions of proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal; (ii) knowingly provide or furnish any nonpublic information about or with respect to FCB; or (iiiii) withdraw its recommendation to the Neighbors FCB shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors FCB shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC ASB immediately if any such inquiries or proposals are received by it, any such information is requested from it, or to FCB’s Knowledge, any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 8.6 shall prohibit any officer or director of Neighbors FCB from taking any action that the Board of Directors of Neighbors FCB shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Neighbors FCB and its shareholders. (d) Neighbors FCB shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.

No Solicitations. Each of the Company and Eagles (as applicable, the “Party”) shall comply with the relevant provisions of this Section 6.5. The other party is referred to in this Section 6.5 as the “Other Party.” (a) Except as contemplated by Section 8.7(c) The Party shall, and shall cause its subsidiaries and its and their respective officers, directors, employees, representatives and agents to, immediately cease any activities, discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal, and request the return or destruction of all confidential information regarding the Party and its subsidiaries provided to any such persons on or prior to the date of this Agreement and prior pursuant to the Effective Time terms of any confidentiality agreements or until the termination of this Agreement, Neighbors otherwise. The Party shall not, without the prior written approval of SBKC, and shall cause its subsidiaries and its and their respective officers, directors, trustees, employees, representatives and agents not to, directly or indirectly, (i) directly solicit, participate in, initiate or indirectly solicit encourage (including by way of furnishing information), or initiate take any other action designed or reasonably likely to facilitate or encourage, any inquiries or proposals with respect the making of any proposal that constitutes, or may reasonably be expected to lead to, furnish any information regarding, enter into any Contract with respect to Acquisition Proposal or (ii) participate in any discussions or negotiations (including by way of furnishing information) regarding any Acquisition Proposal; or (ii) withdraw its recommendation provided, however, that if, at any time prior to the Neighbors shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors shall instruct its officersCompany Stockholders Meeting, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 shall prohibit any officer or director of Neighbors from taking any action that the Board of Directors or Trustees of Neighbors shall determine the Party determines in good faith, after consultation with legal counseloutside counsel and a financial advisor of nationally recognized reputation, that it is required necessary to do so in order to comply with its fiduciary duties to the Party’s stockholders under applicable law, the Party may, provided that the Party has complied in all respects with its obligations under this Section 6.5(a), in response to a Superior Proposal received by law the Party after the date hereof, and subject to compliance with this Section 6.5, (x) furnish information with respect to the Party and its subsidiaries to the person making such Superior Proposal pursuant to a confidentiality and standstill agreement no less restrictive on the other party than the applicable Confidentiality Agreement and (y) participate in discussions or negotiations regarding such Superior Proposal. (b) Except as set forth in this Section 6.5, neither the Board of Directors or Trustees of the Party nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, the approval or recommendation by such Board of Directors or Trustees or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend or take no position with respect to, or propose to approve or recommend or take no position with respect to, any Acquisition Proposal or (iii) cause the Party to enter into any agreement related to any Acquisition Proposal (other than a confidentiality and standstill agreement with respect to a Superior Proposal as contemplated by Section 6.5(a)). Notwithstanding the foregoing, if prior to the Company Stockholders Meeting the Board of Directors or Trustees of the Party determines in good faith, after consultation with outside counsel and a financial advisor of nationally recognized reputation, that it is required to discharge his or her do so in order to comply with its fiduciary duties to Neighbors the stockholders of the Party under applicable law, the Board of Directors of the Party may, provided that the Party has complied in all respects with its obligations under this Section 6.5(b), in response to a Superior Proposal that was received by the Party after the date hereof, (x) withdraw or modify its approval or recommendation of the Offer, the Merger or this Agreement or (y) subject to the provisions of Section 8.1(e) or (f), as applicable, hereof, terminate this Agreement, but in each such case only at a time that is after the fifth business day following the Other Party’s receipt of written notice advising the Other Party that the Board of Directors or Trustees of the Party has received a Superior Proposal (after taking into account and its shareholdersconsidering any revised Acquisition Proposal made by Eagles in light of such Superior Proposal), specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and only if the Party is in compliance with this Section 6.5 and simultaneously with taking such action it also executes a definitive agreement to implement such Superior Proposal. (dc) Neighbors shall immediately cease For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal, offer or expression of interest by any third party relating a merger, consolidation or other business combination involving the Party or any subsidiary of the Party, or any purchase of more than 15% of the consolidated assets of the Party (including the shares and cause assets of its subsidiaries) or more than 15% of the shares of the Party (other the pursuant to be terminated all existing discussions the exercise of Company Stock Options in accordance with their terms) or negotiations with the issuance of any persons conducted with respect securities (or rights to acquire securities) of the Party or any Acquisition Transaction except those subsidiary of the Party, or any similar transaction, or any agreement, arrangement or understanding requiring the Party to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement. . Any material modification of an Acquisition Proposal (eincluding any modification of the economic terms) Each shall constitute a new Acquisition Proposal. For purposes of this Agreement, a “Superior Proposal” means any bona fide Acquisition Proposal for a transaction in which all of the stock or assets of the Party shall promptly advise are acquired by a third party, including by merger, consolidation or other business combination, on terms that the other Board of Directors or Trustees of the Party following determines in its good faith judgment (after consultation with a financial advisor of nationally recognized reputation) to be more favorable to the Party’s stockholders, from a financial point of view, than the Merger and the Repurchase Offer (taking into account all aspects of the proposal, the party making the proposal and any changes to the Merger and the Repurchase Offer proposed by the Other Party in response to the receipt of any Acquisition Proposal and by the details thereof and advise the other Party of such Superior Proposal) and which is not subject to any developments with respect material contingency, including any contingency related to financing, unless, in the good faith judgment of the Board of Directors or Trustees of the Party, such Acquisition Proposal promptly upon the occurrence thereofcontingency is reasonably capable of being satisfied by such third party, and that is otherwise reasonably capable of being consummated in a timely fashion.

No Solicitations. (a) Except as contemplated by Section 8.7(c8.5(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors Concord shall not, without the prior written approval of SBKCSBC, (i) directly or indirectly solicit or initiate inquiries or proposals with respect to, to any Acquisition Proposal; or (ii) furnish any information regarding, or enter into any Contract with respect to or participate in any any, Acquisition Proposal; or (iiiii) withdraw its recommendation to the Neighbors Concord shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors Concord shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC SBC immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 8.5 shall prohibit any officer or director of Neighbors Concord from taking taking, or refrain from taking, any action action, including actions required or prohibited by Sections 8.5(a)(iii) or 8.5(b) or 8.5(e), provided that the Board of Directors of Neighbors shall determine Concord has determined in good faith, after consultation with upon the written opinion of legal counsel, that such action or inaction is required by law or is required to discharge his or her fiduciary duties to Neighbors Concord and its shareholders. (d) Neighbors Concord shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.

No Solicitations. (a) Except as contemplated by Section 8.7(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors First Commerce shall not, without the prior written approval of SBKC, (i) directly or indirectly solicit solicit, encourage, initiate or initiate knowingly facilitate inquiries or proposals with respect to, furnish any information regarding, enter into any Contract with respect to or encourage or participate in any Acquisition Proposal; or (ii) withdraw its recommendation to the Neighbors First Commerce shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors First Commerce shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 shall prohibit any officer or director of Neighbors First Commerce from taking any action that the Board of Directors of Neighbors First Commerce shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Neighbors First Commerce and its shareholders. (d) Neighbors First Commerce shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.

No Solicitations. (a) Except as contemplated by Section 8.7(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors Homestead shall not, without the prior written approval of SBKC, (i) directly or indirectly solicit or initiate inquiries or proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal; or (ii) withdraw its recommendation to the Neighbors Homestead shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors Homestead shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 shall prohibit any officer or director of Neighbors Homestead from taking any action that the Board of Directors of Neighbors Homestead shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Neighbors Homestead and its shareholders. (d) Neighbors Homestead shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.

No Solicitations. (a) Except as contemplated by Section 8.1(b) and Section 8.7(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors Cardinal shall not, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall not, directly or indirectly, without the prior written approval of SBKC,Yadkin Valley: (i) directly solicit, initiate or indirectly solicit authorize inquiries, discussions, negotiations, or initiate inquiries or submissions of proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal; (ii) knowingly provide or furnish any nonpublic information about or with respect to Cardinal; or (iiiii) withdraw its recommendation to the Neighbors Cardinal shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors Cardinal shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC YVB immediately if any such inquiries or proposals are received by it, any such information is requested from it, or to Cardinal’s Knowledge, any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 shall prohibit any officer or director of Neighbors Cardinal from taking any action that the Board of Directors of Neighbors Cardinal shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Neighbors Cardinal and its shareholders. (d) Neighbors Cardinal shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons Person conducted with respect to any Acquisition Transaction except those contemplated by this AgreementTransaction. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.

No Solicitations. (a) Except as contemplated by Section 8.7(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors First Xxxxxxxx shall not, without the prior written approval of SBKCWGNB, (i) directly or indirectly solicit or initiate inquiries or proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal; or (ii) withdraw its recommendation to the Neighbors First Xxxxxxxx shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors First Xxxxxxxx shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC WGNB immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 shall prohibit any officer or director of Neighbors First Xxxxxxxx from taking any action that the Board of Directors of Neighbors First Xxxxxxxx shall determine in good faith, after consultation with its financial advisors and legal counsel, is required by law or is required to discharge his or her fiduciary duties to Neighbors First Xxxxxxxx and its shareholders. (d) Neighbors First Xxxxxxxx shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.

No Solicitations. (a) Except as contemplated by Section 8.7(c8.5(c) of this Agreement or by the Purchase and Assumption Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors Cairo shall not, without the prior written approval of SBKC,First National: (i) directly or indirectly solicit or initiate inquiries or proposals with respect to, to any Acquisition Proposal; or (ii) furnish any information regarding, or enter into any Contract with respect to or participate in any any, Acquisition Proposal; or (iiiii) withdraw its recommendation to the Neighbors Cairo shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors Cairo and Ameris shall instruct its their officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC First National immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 8.5 shall prohibit any officer or director of Neighbors Cairo or Ameris from taking taking, or refrain from taking, any action action, including actions required or prohibited by Sections 8.5(a)(iii) or 8.5(b) or 8.5(e), provided that the Board of Directors of Neighbors shall determine Cairo or Ameris, as applicable, has determined in good faith, after consultation with upon the written opinion of legal counsel, that such action or inaction is required by law or is required to discharge his or her fiduciary duties to Neighbors Cairo and its shareholders. (d) Neighbors Cairo and Ameris shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.

No Solicitations. (a) Except as contemplated by Section 8.7(c8.5(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Neighbors Target shall not, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall not, directly or indirectly, without the prior written approval of SBKCPurchaser, (i) directly solicit, initiate or indirectly solicit authorize inquiries, discussions, negotiations, or initiate inquiries or submissions of proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal; (ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or (iiiii) subject to Section 8.5(c) below, withdraw its recommendation to the Neighbors shareholders holders of Target Common Stock regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Neighbors Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify SBKC immediately Purchaser promptly if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.7 8.5 shall prohibit any officer or director of Neighbors Target from taking any action that the Board of Directors of Neighbors Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Neighbors Target and its shareholders, including the approval of an Acquisition Proposal and the termination of this Agreement. (d) Neighbors Target shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.