Common use of Non-Solicit Clause in Contracts

Non-Solicit. The Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Except as contemplated by this Agreement, the Shareholder shall not, and shall use his, her not authorize or permit its reasonable best efforts to cause his, her or its controlled affiliates and each of their its respective officers, directors, members, partners, employees and other Representatives not to, directly or indirectly, (ia) solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank in connection withMidSouth, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this SectionSection 2), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this SectionSection 2) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankMidSouth’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank MidSouth that takes takes, or intends to take, any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, the Shareholder, directly or indirectly through one or more of its Representatives, may engage in the actions referred to in clauses (b)-(c) of this Section 2 with any person to the same extent that MidSouth is permitted to engage in such actions with such person in accordance with the provisions of the Merger Agreement, in each case subject to the restrictions and limitations set forth in Section 6.11 of the Merger Agreement.

Non-Solicit. The Shareholder In his or her capacity as a shareholder of Seller, and not in his or her capacity as a [director][officer] of Seller, the Individual shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates Affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (b) engage or knowingly participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any information or data in connection with, or take any other action to facilitate any inquiries, proposals or offers with respect to, inquiries or the making of any offer or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iic) provide or cause to be provided any non-public information or data relating to the Bank in connection withadopt, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommendagree to, agree to or accept, endorse or propose publicly to approve, recommend, agree to or accept, recommend any Acquisition Proposal, (vd) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to 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, (vie) initiate a shareholders’ vote or action by consent of the BankSeller’s shareholders with respect to an Acquisition Proposal, (viif) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Seller that takes any action in support of an Acquisition Proposal, or (viiig) approve, endorse or endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related otherwise relating to any Acquisition ProposalTransaction.

Non-Solicit. The In his, her or its capacity as a Shareholder of the Company, and not in his or her capacity as a director or officer of the Company, as applicable (in which capacity the Shareholder may act in accordance with Section 6.12 of the Merger Agreement), the Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Securities Exchange Act) 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 reasonably be expected to 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, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Except as contemplated by this Agreement, the Shareholder shall not, and shall use his, her not authorize or permit its reasonable best efforts to cause his, her or its controlled affiliates and each of their its respective officers, directors, members, partners, employees and other Representatives not to, directly or indirectly, (ia) solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank in connection withMidSouth, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this SectionSection 2), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this SectionSection 2) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankMidSouth’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank MidSouth that takes takes, or intends to take, any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding the foregoing, nothing in this Section 2 shall prohibit a member of the Board of Directors of MidSouth (or any committee thereof) in his or her capacity as such from taking actions that are expressly permitted by Sections 6.3 or 6.11 of the Merger Agreement.

Non-Solicit. The Shareholder shall not(a) Except as otherwise permitted by this Section 6.02, the Company shall, and shall use his, her or cause each of its reasonable best efforts to cause his, her or its affiliates Subsidiaries and direct each of their respective officersRepresentatives acting in such capacity to, directors(i) immediately cease any solicitation, employees encouragement, discussions or negotiations with any Persons that may be ongoing with respect to or for the purpose of encouraging or facilitating a Competing Proposal; (ii) not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party with respect to any Competing Proposal; and Representatives not to(iii) from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article IX, not, directly or indirectly, (iA) solicit, initiate, knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to a Competing Proposal (including by providing way of furnishing nonpublic information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal Company); (except to disclose the existence of the provisions of this Section), (iiiB) engage in, continue or otherwise participate in any discussions or negotiations concerning an Acquisition Proposal regarding, or furnish to any other Person nonpublic information in connection with or for the purpose of encouraging or facilitating, a Competing Proposal; (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivC) approve, recommendendorse or recommend any Competing Proposal or authorize or execute or enter into any letter of intent, option agreement, agreement or agreement in principle contemplating or otherwise relating to a Competing Proposal; or (D) propose or agree to do any of the foregoing. (b) Except as otherwise permitted by this Section 6.02, neither the Company Board (acting upon recommendation of the Special Committee) nor the Special Committee may take any formal action or acceptmake any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer. (c) The Company shall notify Sohu Game promptly (but in no event later than thirty-six (36) hours) after its receipt of any Competing Proposal, or propose publicly any request for nonpublic information relating to approvethe Company or any of its Subsidiaries by any Person that informs the Company or any of its Subsidiaries that it is considering making, recommendor has made, agree to or accept, any Acquisition a Competing Proposal, (v) solicit proxies or become any inquiry from any Person seeking to have discussions or negotiations with the Company or any of its Subsidiaries relating to a “participant” possible Competing Proposal, or any material change to any terms of a Competing Proposal previously disclosed to Sohu Game. Such notice shall be in a “solicitation” (as such terms are defined in Regulation 14A writing, and shall indicate the identity of the Exchange ActPerson making the Competing Proposal, inquiry or request and all material terms and conditions of such Competing Proposal, inquiry, request or offer. The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date of this Agreement which prohibits it from providing any information to Sohu Game in accordance with this Section 6.02. (d) with respect to an Acquisition Proposal As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any Person (other than the Merger AgreementSohu Game and Parent) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group,” (as such term is used in within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) with respect to any voting securities acquisition of assets of the Bank Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; (ii) acquisition of 20% or more of the outstanding Shares (including Shares represented by ADSs); (iii) tender offer or exchange offer that takes if consummated would result in any action Person beneficially owning 20% or more of the outstanding Shares (including Shares represented by ADSs); (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries which, in support the case of an Acquisition Proposala merger, consolidation, share exchange or business combination, would result in any Person acquiring assets, individually or in the aggregate, constituting 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; or (viiiv) approveany combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, endorse consolidated revenues or recommendearnings and Shares involved is 20% or more; in each case, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposalthan the Transactions.

Non-Solicit. The Shareholder In his or her capacity as a stockholder of Beneficial, and not in his or her capacity as a director or officer of Beneficial, as applicable, the Stockholder shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates Affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (b) engage or knowingly participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries, proposals or offers with respect to, inquiries or the making of any offer or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivc) approve, recommendagree to, agree to or accept, endorse or propose publicly to approve, recommend, agree to or accept, recommend any Acquisition Proposal, (vd) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to 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, (vie) initiate a shareholdersstockholders’ vote or action by consent of the BankBeneficial’s shareholders stockholders with respect to an Acquisition Proposal, (viif) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Beneficial that takes any action in support of an Acquisition Proposal, or (viiig) approve, endorse or endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related otherwise relating to any Acquisition ProposalTransaction.

Non-Solicit. The Shareholder shall (a) During the Interim Period, SPAC will not, and shall use his, her or will cause its reasonable best efforts to cause his, her or Affiliates and its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, : (i) solicit, initiate, encourage submit, facilitate (including by providing information means of furnishing or assistancedisclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) or knowingly facilitate any inquiries, proposals or offers with respect to, to a SPAC Acquisition Proposal; (ii) furnish or the making disclose any non-public information to any person or completion of, any proposal entity in connection with or that constitutes, or may could reasonably be expected to lead to a SPAC Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding regarding a SPAC Acquisition Proposal (other than an Acceptable Confidentiality Agreement); or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) During the Interim Period, the Company shall not, and shall cause the Group Companies and its and their respective Representatives not to, an directly or indirectly: (i) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third party with respect to a Company Acquisition Proposal, ; (ii) provide furnish or cause to be provided disclose any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or third party in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to compete lead to a Company Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with any third party regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of the Company or any Group Company, or a newly-formed holding company of the Group Companies or (v) otherwise cooperate in any way with, restrain or otherwise serve assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to interfere with do or inhibit the timely consummation seek to do any of the Merger in accordance with the terms foregoing. (c) Each of the Merger AgreementCompany and SPAC shall, (vi) initiate a shareholders’ vote and shall cause its Representatives to, immediately cease any and all existing discussions or action by consent of the Bank’s shareholders negotiations with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) any Person conducted heretofore with respect to any voting securities Company Acquisition Proposal or any SPAC Acquisition Proposal (as applicable). (d) Nothing in this Agreement shall prohibit SPAC or the SPAC Board from making any legally required disclosure, including disclosure of factual information regarding the business, financial condition or results of operations of the Bank that takes SPAC. (e) SPAC shall notify the Company promptly (but in no event later than forty-eight (48) hours) after its receipt of any action in support of an SPAC Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related material change to any terms of a SPAC Acquisition Proposal previously disclosed to the Company. Such notice shall be in writing, and shall specify in reasonable detail the identity of the Person making the SPAC Acquisition Proposal and all material terms and conditions of such SPAC Acquisition Proposal. SPAC shall also promptly, and in any event within forty-eight (48) hours, notify the Company in writing if it enters into discussions or negotiations concerning any SPAC Acquisition Proposal in accordance with this Section 8.2.

Non-Solicit. The Except as expressly permitted pursuant to the exceptions set forth in Sections 6.04(a) and 6.08 of the Merger Agreement, the Shareholder shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, inquiries or proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide continue, engage or cause to be provided participate in any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with negotiations concerning an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section)Proposal, (iii) engage in provide any discussions confidential or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer nonpublic information or data to any such person or entity Person relating to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, accept any Acquisition Proposal, (v) solicit proxies or become a “participant” participant in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) solicitation 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 reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the BankSunnyside’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Sunnyside that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) initiate, solicit, initiateknowingly induce or encourage, encourage (including by providing information or assistance) or knowingly take any action to facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any inquiry, offer or proposal that which constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal, (ii) provide participate in any discussions or cause negotiations with any Person (other than, for the avoidance of doubt, Company’s officers, directors, employees and advisors or Buyer) regarding any Acquisition Proposal or furnish, or otherwise afford access, to be provided any Person (other than, for the avoidance of doubt, Company’s officers, directors, employees and advisors or Buyer) any non-public information or data relating with respect to the Bank in connection with, Company or have any discussions with, any person relating to or of its Subsidiaries in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Company is a party, (iv) approveenter into any agreement, recommendagreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agree agreement in principle or letter of intent relating to or accept, or propose publicly to approve, recommend, agree to or accept, any an Acquisition Proposal, (v) solicit proxies or become a “participant” participant in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) solicitation 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 reasonably be expected to 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, (vi) initiate a shareholders’ shareholder vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, or (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Shareholder Each WLR Party shall not, and shall use his, her or its their respective reasonable best efforts to cause his, her or its their respective controlled affiliates and each of their respective officers, directors, members, partners, employees and other Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder each WLR Party may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger Integrated Mergers in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes takes, or intends to take, any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal. Nothing contained herein shall prohibit Xxxxx X. Xxxxxxxx III, in his capacity as a member of the Board of Directors of the Company, from taking any action in such capacity to the extent such action is consistent with his obligations under Sections 6.3 and 6.13 of the Merger Agreement.

Non-Solicit. The Shareholder In his, her or its capacity as a stockholder of the Company, and not in his or her capacity as a director or officer of the Company, as applicable (in which capacity the Stockholder may act in accordance with Section 5.2 of the Merger Agreement), the Stockholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder Stockholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to knowingly encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Securities Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise knowingly encourage or assist any party in taking or planning any action that would reasonably be expected to 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, (vif) initiate a shareholdersstockholders’ vote or action by consent of the BankCompany’s shareholders stockholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal, except, in each, to the extent that the Company is permitted to take such action pursuant to Section 5.2 of the Merger Agreement.

Non-Solicit. (i) The Shareholder Company agrees that, following the date of this Agreement and prior to the earlier of the Closing or the date on which this Agreement is terminated pursuant to Section 8 hereof, it shall not, and it shall use his, her or cause each of its reasonable best efforts to cause his, her or Subsidiaries and its affiliates and each of their respective the Subsidiaries’ officers, directors, employees employees, advisors, agents and Representatives representatives, including any investment banker, attorney, advisor or accountant retained by it or any of the Subsidiaries (“Representatives”) not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Alternative Transaction Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company or the Subsidiaries in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Alternative Transaction Proposal (except to disclose the existence of the provisions of this Section)subsection, or (iiic) engage in any discussions or negotiations concerning an Acquisition Alternative Transaction Proposal (provided that the Shareholder Company may refer any such person or entity to the provisions of this Section) Subsection), or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Subsection by the Company, any Subsidiary or Representative of the Company or any Subsidiary shall constitute a breach of this Subsection by the Company and the Subsidiary. The Company shall, and shall cause each of the Subsidiaries to, and shall direct each of its Representatives to, (ivx) approveimmediately cease and cause to be terminated any existing activities, recommend, agree to discussions or accept, or propose publicly to approve, recommend, agree to or accept, negotiations with any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) persons conducted heretofore with respect to an Acquisition any Alternative Transaction Proposal (except with respect to the transactions contemplated by this Agreement), (y) request the prompt return or destruction of all confidential information previously furnished to any person (other than the Merger Agreementparties hereto) that has made or otherwise encourage indicated an intention to make an Alternative Transaction Proposal, and (z) not waive or assist amend any “standstill” provision or provisions of similar effect to which it is a party or of which it is a beneficiary. (ii) The Company shall promptly (and in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation event within two (2) days of the Merger receipt thereof) notify the Standby Purchaser (in accordance with writing) after: (a) receipt of an Alternative Transaction Proposal (including the identity of the offeror, a copy of such Alternative Transaction Proposal, or if such Alternative Transaction Proposal was not made in writing, a summary of the terms of the Merger Agreementsuch Alternative Transaction Proposal), (vib) initiate any request for information relating to the Company or a shareholders’ vote Subsidiary (including nonpublic information) or action by consent for access to the properties, books or records of the Bank’s shareholders with respect Company or any Subsidiary by any person that has made an inquiry that could reasonably lead to an Acquisition Alternative Transaction Proposal, or (viic) except by reason receipt of an amendment to a previously disclosed Alternative Transaction Proposal (including the identity of the offeror, a copy of such amendment or, if such amendment was not made in writing, a summary of the terms of such amendment). (iii) For purposes of this Agreement, become the term “Alternative Transaction Proposal” shall mean (a) any proposal or offer with respect to a member merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Subsidiary or (b) any acquisition by any person other than the Standby Purchaser resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of a “group” related transactions, of 5% or more of the total voting power of any class of equity securities of the Company or any Subsidiary, or 5% or more of the consolidated total assets (as such term is used in Section 13(dincluding, without limitation, equity securities of any Subsidiary) of the Exchange Act) with respect to any voting securities of Company, in each case other than the Bank that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposaltransactions contemplated by this Agreement.

Non-Solicit. The Shareholder (a) During the Pre-Closing Period, Sellers shall not, and shall use hiscause their Representatives, her or its reasonable best efforts to cause histhe Company, her or its affiliates the U.K. Affiliate and each of their respective officers, directors, employees and Representatives Affiliates not to, directly or indirectly, (i) solicit, initiate, encourage (including by providing information or assistance) seek, entertain or knowingly facilitate encourage, or take any inquiriesaction to solicit, proposals initiate, seek, entertain or offers with respect knowingly encourage any inquiries or communications relating to, or the making or completion of, of any proposal or offer that constitutes, constitutes or may reasonably be expected to lead to, constitute an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage participate in any discussions or negotiations concerning an relating to any Acquisition Proposal (provided that the Shareholder may refer with any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposalother than Buyer, (iviii) approve, recommend, agree furnish to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (person other than the Merger Agreement) or otherwise encourage or assist Buyer any party in taking or planning any action information that would reasonably be expected to compete withbe used for the purposes of formulating any inquiry, restrain expression of interest, proposal or otherwise serve offer relating to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank that takes any action in support of an Acquisition Proposal, or (viiiiv) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute accept any Acquisition Proposal or enter into, into any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement arrangement or other similar agreement related understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal. (b) Sellers shall and shall cause the Company, the U.K. Affiliate and their respective Affiliates to cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Proposal. Sellers, the Company, the U.K. Affiliate and their respective Affiliates agree not to release any Person from the confidentiality and standstill provisions of any agreement to which any such Person is a party in connection with an Acquisition Proposal. (c) Sellers and the Company shall notify Buyer immediately after receipt by Sellers, the Company or the U.K. Affiliate (or any of their respective officers, directors, employees, shareholders, affiliates, advisors or agents) at any time on or before the Closing of any Acquisition Proposal. Such notice to Buyer shall indicate in reasonable detail the identity of the Person making such proposal and the terms and conditions of such proposal, and any written material (including in electronic form) embodying or concerning such proposal.

Non-Solicit. The Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(dXxxxxxx 00 (x) of the Exchange Actxx xxx Xxxxxxxx Xxx) with respect to any voting securities of the Bank that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The In his, her or its capacity as a shareholder of the Company, and not in his or her capacity as a director or officer of the Company, as applicable (in which capacity the Shareholder may act in accordance with Section 6.11 of the Merger Agreement), the Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Securities Exchange Act) 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 reasonably be expected to 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, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Shareholder shall not(a) Except as otherwise permitted by this Section 6.02, the Company shall, and shall use his, her or cause each of its reasonable best efforts to cause his, her or its affiliates Subsidiaries and instruct each of their respective officers, directors, employees and Representatives not to, directly or indirectlyacting in such capacity, (i) to immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing in furtherance or for the purpose of encouraging or facilitating a Competing Proposal; and (ii) not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party with respect to any Competing Proposal; and (iii) not to (A) solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, inquiries or the making or completion of, of any proposal or offer that constitutes, constitutes or may would reasonably be expected to lead to, an Acquisition to a Competing Proposal (including by way of furnishing nonpublic information with respect to the Company); (B) engage in or continue any discussions or negotiations with the intent of encouraging a Competing Proposal, or furnish to any other Person nonpublic information in furtherance or with the intent of encouraging a Competing Proposal; (iiC) approve, endorse or recommend any Competing Proposal or authorize or execute or enter into any letter of intent, option agreement, agreement or agreement in principle contemplating or otherwise relating to a Competing Proposal; or (D) propose or agree to do any of the foregoing. (b) Except as otherwise permitted by this Section 6.02, neither the Company Board (acting upon recommendation of the Special Committee) nor the Special Committee may take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer. (c) Notwithstanding the foregoing provisions of this Section 6.02, if, at any time on or after the date hereof and prior to the Closing, the Company or any of its Representatives receives an unsolicited, bona fide written Competing Proposal from any Person or group of Persons, which Competing Proposal did not arise or result from the Company’s breach of this Section 6.02, if the Special Committee has determined in good faith, after consultation with such independent financial advisors and outside legal counsels as it considers (in its sole discretion) as appropriate or desirable, that such Competing Proposal constitutes or would reasonably be expected to lead to a Superior Proposal or that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, then the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee may directly or indirectly through the Company Representatives (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal; provided that the Company shall provide or cause to be provided Parent any non-public information concerning the Company or data any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives as soon as reasonably practicable after providing such information to such third party, and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. (d) The Company shall notify Parent promptly (but in no event later than forty-eight (48) hours) after its receipt of any written Competing Proposal, or any written request for nonpublic information relating to the Bank in connection withCompany or any of its Subsidiaries by any Person that informs the Company or any of its Subsidiaries that it is considering making, or has made, a Competing Proposal, or any written inquiry from any Person seeking to have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition with the Company or any of its Subsidiaries relating to a possible Competing Proposal, or any material change to any terms of a Competing Proposal (provided previously disclosed to Parent. Such notice shall be in writing, and shall indicate the identity of the Person making the Competing Proposal, inquiry or request and providing copies of such written Competing Proposal, inquiry, request or offer. The Company agrees that the Shareholder may refer it and its Subsidiaries will not enter into any such person or entity confidentiality agreement with any Person subsequent to the provisions date of this SectionAgreement which prohibits it from providing any information to Parent in accordance with this Section 6.02. (e) As used in this Agreement, “Competing Proposal” shall mean any proposal or otherwise take offer from any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal Person (other than the Founders, Parent and Merger AgreementSub) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group,” (as such term is used in within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) with respect to any voting securities acquisition of assets of the Bank Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; (ii) acquisition of 20% or more of the outstanding Shares (including Shares represented by ADSs); (iii) tender offer or exchange offer that takes if consummated would result in any action Person beneficially owning 20% or more of the outstanding Shares (including Shares represented by ADSs); (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries which, in support the case of an Acquisition Proposala merger, consolidation, share exchange or business combination, would result in any Person acquiring assets, individually or in the aggregate, constituting 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; or (viiiv) approveany combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, endorse consolidated revenues or recommendearnings and Shares involved is 20% or more; in each case, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposalthan the Transactions.

Non-Solicit. The Each Shareholder shall not, and shall use his, her or its their respective reasonable best efforts to cause histheir respective controlled affiliates (which, her or its affiliates for the avoidance of doubt, shall not include other family members other than such Shareholder’s spouse and children sharing the same household) and each of their respective officers, directors, members, partners, employees and other Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the each Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger Integrated Mergers in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes takes, or intends to take, any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Shareholder In his or her capacity as a stockholder of FSB, and not in his or her capacity as a director or officer of FSB, as applicable, the Stockholder shall not, and shall use his, cause his or her or its reasonable best efforts to cause his, her or its affiliates Affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (b) engage or knowingly participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries, proposals or offers with respect to, inquiries or the making of any offer or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iic) provide or cause to be provided any non-public information or data relating to the Bank in connection withadopt, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommendagree to, agree to or accept, endorse or propose publicly to approve, recommend, agree to or accept, recommend any Acquisition Proposal, (vd) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to 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, (vie) initiate a shareholdersstockholders’ vote or action by consent of the BankFSB’s shareholders stockholders with respect to an Acquisition Proposal, (viif) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank FSB that takes any action in support of an Acquisition Proposal, or (viiig) approve, endorse or endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related otherwise relating to any Acquisition ProposalTransaction.

Non-Solicit. The Shareholder In his or her capacity as a shareholder of Xxxxxxx, and not in his or her capacity as a [director][officer] of Xxxxxxx, the Individual shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates Affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (b) engage or knowingly participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any information or data in connection with, or take any other action to facilitate any inquiries, proposals or offers with respect to, inquiries or the making of any offer or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iic) provide or cause to be provided any non-public information or data relating to the Bank in connection withadopt, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommendagree to, agree to or accept, endorse or propose publicly to approve, recommend, agree to or accept, recommend any Acquisition Proposal, (vd) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to 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, (vie) initiate a shareholders’ vote or action by consent of the Bank’s Xxxxxxx’x shareholders with respect to an Acquisition Proposal, (viif) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Xxxxxxx that takes any action in support of an Acquisition Proposal, or (viiig) approve, endorse or endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related otherwise relating to any Acquisition ProposalTransaction.

Non-Solicit. The Shareholder Except as expressly permitted pursuant to the exceptions set forth in Sections 4.3 and 5.2 of the Merger Agreement as applied to the Stockholder mutatis mutandis, the Stockholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of providing non-public information regarding the Company or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion ofits Subsidiaries), any inquiry, proposal or offer that constitutes, constitutes or may would reasonably be expected to lead to, to an Acquisition Proposal, (ii) provide solicit, initiate, knowingly encourage or cause to be provided any non-public information participate or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning regarding, or furnish to any Person (other than Parent, Merger Sub and their Representatives) any non-public information with respect to or in connection with, or take any other action to facilitate or encourage the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (provided that the Shareholder may refer Proposal, or continue, engage or participate in any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement negotiations concerning an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (viii) solicit proxies or become a “participant” participant in a “solicitation” (as such terms are defined in Regulation 14A the solicitation of the Exchange Act) 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 reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (viiiv) initiate a stockholders’ vote or action by consent of Indigo’s stockholders with respect to an Acquisition Proposal, (v) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Indigo that takes any action in support of an Acquisition Proposal, or (viiivi) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger option agreement, investment joint venture agreement, acquisition agreement, option partnership agreement or other similar agreement related (whether or not binding) with respect to any an Acquisition ProposalTransaction (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 4.3(c) of the Merger Agreement).

Non-Solicit. The Shareholder shall (a) During the Interim Period, SPAC will not, and shall use his, her or will cause its reasonable best efforts to cause his, her or Affiliates and its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, : (i) solicit, initiate, encourage submit, facilitate (including by providing information means of furnishing or assistancedisclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) or knowingly facilitate any inquiries, proposals or offers with respect to, to a SPAC Acquisition Proposal; (ii) furnish or the making disclose any non-public information to any person or completion of, any proposal entity in connection with or that constitutes, or may could reasonably be expected to lead to a SPAC Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding regarding a SPAC Acquisition Proposal (other than an Acceptable Confidentiality Agreement); or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) During the Interim Period, the Company shall not, and shall cause the Group Companies and its and their respective Representatives not to, an directly or indirectly: (i) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third party with respect to a Company Acquisition Proposal, ; (ii) provide furnish or cause to be provided disclose any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or third party in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to compete lead to a Company Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with any third party regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of the Company or any Group Company, or a newly-formed holding company of the Group Companies; or (v) otherwise cooperate in any way with, restrain or otherwise serve assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to interfere with do or inhibit the timely consummation seek to do any of the Merger in accordance with the terms foregoing. (c) Each of the Merger AgreementCompany and SPAC shall, (vi) initiate a shareholders’ vote and shall cause its Representatives to, immediately cease any and all existing discussions or action by consent of the Bank’s shareholders negotiations with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) any Person conducted heretofore with respect to any voting securities Company Acquisition Proposal or any SPAC Acquisition Proposal (as applicable). (d) Nothing in this Agreement shall prohibit SPAC or the SPAC Board from making any legally required disclosure, including disclosure of factual information regarding the business, financial condition or results of operations of the Bank that takes SPAC. (e) SPAC shall notify the Company promptly (but in no event later than forty-eight (48) hours) after its receipt of any action in support of an SPAC Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related material change to any terms of a SPAC Acquisition Proposal previously disclosed to the Company. Such notice shall be in writing, and shall specify in reasonable detail the identity of the Person making the SPAC Acquisition Proposal and all material terms and conditions of such SPAC Acquisition Proposal. SPAC shall also promptly, and in any event within forty-eight (48) hours, notify the Company in writing if it enters into discussions or negotiations concerning any SPAC Acquisition Proposal in accordance with this Section 9.02.

Non-Solicit. The Shareholder 5.9.1 Trillium shall immediately cease and cause to be terminated any existing solicitation, encouragement, activity, discussion or negotiation with any parties by Trillium, any of its subsidiaries or any of its or its subsidiaries’ officers, directors, employees, representatives and agents with respect to an Acquisition Proposal whether or not initiated by Trillium and in connection therewith, Trillium shall request (and exercise all rights it has to require) the return of information regarding Trillium and its subsidiaries previously provided to such parties and shall request (and exercise all rights it has to require) the destruction of all materials including or incorporating any information regarding Trillium and its subsidiaries. 5.9.2 Subject to Section 5.10, Trillium agrees that it shall not, and shall use his, her not authorize or permit any of its subsidiaries or any of its or its reasonable best efforts to cause his, her or its affiliates and each of their respective subsidiaries’ officers, directors, employees and Representatives not toemployees, representatives or agents, directly or indirectly, to (i) solicit, initiate, encourage (or knowingly facilitate, including by providing way of furnishing information or assistance) entering into any form of agreement, arrangement or knowingly facilitate understanding, any inquiries, proposals or offers with respect to, inquiries or the making or completion of, of any proposal that constitutes, or may reasonably be expected to lead to, proposals regarding an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Stem Cell the approval or recommendation of the Board of Directors of Trillium of the Transactions contemplated hereby, (iv) approve or recommend any Acquisition Proposal or (v) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or requiring Trillium to abandon, terminate or fail to consummate the Transaction or providing for the payment of any break, termination or other fees or expenses to any person in the event that Trillium or any of its subsidiaries completes the Transaction or any other transaction with Stem Cell or any of its affiliates agreed to prior to any termination of this Agreement. Notwithstanding the preceding sentence and any other provisions of this Agreement, the Board of Directors of Trillium may, prior to the approval of the Transaction by the Trillium Shareholders, consider, participate in any discussions or negotiations with, or provide information in accordance with the last sentence of this paragraph to, any person who has delivered a bona fide written Acquisition Proposal which was not solicited or cause encouraged after the date of this Agreement and did not otherwise result from a breach of this Section 5.9 and that the Board of Directors of Trillium determines in good faith constitutes or is reasonably likely to be lead to a Superior Proposal; provided, however, that prior to taking any such action, Trillium must obtain a confidentiality agreement from the person making such Acquisition Proposal; provided further that Trillium shall not commence discussions or negotiations with, or provide information to any person who has delivered an unsolicited bona fide written Acquisition Proposal until 48 hours after Trillium shall have advised Stem Cell of its determination that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and of its intention to take such actions. Trillium shall not consider, negotiate, accept, approve or recommend an Acquisition Proposal or provide information to any person proposing an Acquisition Proposal, in each case after the date of the approval of the Transaction by the Trillium Shareholders. If Trillium receives a request for material non-public information or data relating from a person who has made an unsolicited bona fide written Acquisition Proposal and Trillium is permitted, as contemplated under the second sentence of this Section 5.9.2, to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Board of Directors of Trillium may, subject to the Bank execution by such person of the confidentiality agreement as described above, provide such person with access to information regarding Trillium. 5.9.3 From and after the date of this Agreement, Trillium shall promptly notify Stem Cell, at first orally and then in connection withwriting, of any inquiries, proposals or have any discussions with, any person offers relating to or in connection with constituting an actual Acquisition Proposal, or proposed Acquisition Proposal (except any request for non-public information relating to disclose Trillium or any of its subsidiaries. Such notice shall include a description of the existence material terms and conditions of any proposal, inquiry or offer, the identity of the person making such proposal, inquiry or offer and provide such other details of the proposal, inquiry or offer as Stem Cell may reasonably request. 5.9.4 Trillium shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section)Section 5.9, (iii) engage in and it shall be responsible for any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions breach of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition ProposalSection 5.9 by such officers, (iv) approvedirectors, recommendemployees, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement financial advisors or other similar agreement related to any Acquisition Proposaladvisors or representatives.

Non-Solicit. The Shareholder shall not(a) Except as otherwise permitted by this Section 6.02, the Company shall, and shall use his, her or cause each of its reasonable best efforts to cause his, her or its affiliates Subsidiaries and instruct each of their respective officers, directors, employees and Representatives not to, directly or indirectlyacting in such capacity, (i) to immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing in furtherance or for the purpose of encouraging or facilitating a Competing Proposal; (ii) not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party with respect to any Competing Proposal; and (iii) not to (A) solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, inquiries or the making or completion of, of any proposal or offer that constitutes, constitutes or may would reasonably be expected to lead to, an Acquisition to a Competing Proposal (including by way of furnishing nonpublic information with respect to the Company); (B) engage in or continue any discussions or negotiations with the intent of encouraging a Competing Proposal, or furnish to any other Person nonpublic information in furtherance or with the intent of encouraging a Competing Proposal; (iiC) approve, endorse or recommend any Competing Proposal or authorize or execute or enter into any letter of intent, option agreement, agreement or agreement in principle contemplating or otherwise relating to a Competing Proposal; or (D) propose or agree to do any of the foregoing. (b) Except as otherwise permitted by this Section 6.02, neither the Company Board (acting upon recommendation of the Special Committee) nor the Special Committee may take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer. (c) Notwithstanding the foregoing provisions of this Section 6.02, if, at any time on or after the date hereof and prior to the Closing, the Company or any of its Representatives receives an unsolicited, bona fide written Competing Proposal from any Person or group of Persons, which Competing Proposal did not arise or result from the Company’s breach of this Section 6.02, if the Special Committee has determined in good faith, after consultation with such independent financial advisors and outside legal counsels as it considers (in its sole discretion) as appropriate or desirable, that such Competing Proposal constitutes or could lead to a Superior Proposal or that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, then the Company Board or the Special Committee may directly or indirectly through the Company Representatives (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal; provided that the Company shall provide or cause to be provided Parent any non-public information concerning the Company or data any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives as soon as reasonably practicable after providing such information to such third party, and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. (d) The Company shall notify Parent promptly (but in no event later than forty-eight (48) hours) after its receipt of any written Competing Proposal, or any written request for nonpublic information relating to the Bank in connection withCompany or any of its Subsidiaries by any Person that informs the Company or any of its Subsidiaries that it is considering making, or has made, a Competing Proposal, or any written inquiry from any Person seeking to have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition with the Company or any of its Subsidiaries relating to a possible Competing Proposal, or any material change to any terms of a Competing Proposal (provided previously disclosed to Parent. Such notice shall be in writing, and shall indicate the identity of the Person making the Competing Proposal, inquiry or request and providing copies of such written Competing Proposal, inquiry, request or offer. The Company agrees that the Shareholder may refer it and its Subsidiaries will not enter into any such person or entity confidentiality agreement with any Person subsequent to the provisions date of this SectionAgreement which prohibits it from providing any information to Parent in accordance with this Section 6.02. (e) As used in this Agreement, “Competing Proposal” shall mean any proposal or otherwise take offer from any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal Person (other than the Founders, Parent and Merger AgreementSub) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group,” (as such term is used in within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) with respect to any voting securities acquisition of assets of the Bank Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; (ii) acquisition of 20% or more of the outstanding Shares (including Shares represented by ADSs); (iii) tender offer or exchange offer that takes if consummated would result in any action Person beneficially owning 20% or more of the outstanding Shares (including Shares represented by ADSs); (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries which, in support the case of an Acquisition Proposala merger, consolidation, share exchange or business combination, would result in any Person acquiring assets, individually or in the aggregate, constituting 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; or (viiiv) approveany combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, endorse consolidated revenues or recommendearnings and Shares involved is 20% or more; in each case, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposalthan the Transactions.

Non-Solicit. The Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (iindirectly,(i) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The In his or her capacity as a shareholder of the Company, and not in his or her capacity as a director or officer of the Company (in which capacity the Shareholder may act in accordance with Sections 6.3 and 6.12 of the Merger Agreement), the Shareholder shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) 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 reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger Integrated Mergers in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Shareholder (a) Each of the Company and the Company Bank agrees that, following the date of this Agreement and prior to the earlier of the Closing or the date on which this Agreement is terminated pursuant to Article V hereof, it shall not, and it shall use his, her or cause the other Company Subsidiaries and its reasonable best efforts to cause his, her or its affiliates and each of their respective the other Company Subsidiaries’ officers, directors, employees employees, advisors, agents and Representatives representatives, including any investment banker, attorney, advisor or accountant retained by it or any of the other Company Subsidiaries (“Representatives”) not to, directly or indirectly, (i) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Alternative Transaction Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Company, the Company Bank or any of the other Company Subsidiaries in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Alternative Transaction Proposal (except to disclose the existence of the provisions of this SectionSection 3.9(a)), or (iii) engage in any discussions or negotiations concerning an Acquisition Alternative Transaction Proposal (provided that the Shareholder Company and the Company Bank may refer any such person or entity to the provisions of this Section) Section 3.9(a)), or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 3.9(a) by any Company Subsidiary or Representative of the Company or any Company Subsidiary shall constitute a breach of this Section 3.9(a) by the Company and the Company Bank. The Company and the Company Bank shall, and shall cause each of the other Company Subsidiaries to, and shall direct each of its Representatives to, (ivx) approveimmediately cease and cause to be terminated any existing activities, recommend, agree to discussions or accept, or propose publicly to approve, recommend, agree to or accept, negotiations with any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) persons conducted heretofore with respect to an Acquisition any Alternative Transaction Proposal (except with respect to the transactions contemplated by this Agreement and the Other Securities Purchase Agreements), (y) request the prompt return or destruction of all confidential information previously furnished to any person (other than the Merger Agreementparties hereto) that has made or otherwise encourage indicated an intention to make an Alternative Transaction Proposal, and (z) not waive or assist amend any “standstill” provision or provisions of similar effect to which it is a party or of which it is a beneficiary. (b) The Company shall promptly (and in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation event within two (2) days of the Merger receipt thereof) notify the Investor (in accordance with writing) after: (i) receipt of an Alternative Transaction Proposal (including the identity of the offeror, a copy of such Alternative Transaction Proposal, or if such Alternative Transaction Proposal was not made in writing, a summary of the terms of the Merger Agreementsuch Alternative Transaction Proposal), (viii) initiate a shareholders’ vote any request for information relating to the Company or action by consent the Company Bank (including nonpublic information) or for access to the properties, books or records of the Bank’s shareholders with respect Company or the Company Bank by any person that has made an inquiry that could reasonably lead to an Acquisition Alternative Transaction Proposal, or (viiiii) except by reason receipt of an amendment to a previously disclosed Alternative Transaction Proposal (including the identity of the offeror, a copy of such amendment or, if such amendment was not made in writing, a summary of the terms of such amendment). (c) For purposes of this Agreement, become the term “Alternative Transaction Proposal” shall mean (i) any proposal or offer with respect to a member merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary or (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person (x) becoming the beneficial owner, directly or indirectly, in one or a series of a “group” related transactions, of ten percent (as such term is used in Section 13(d10%) or more of the total voting power of any class of equity securities of the Company or any Company Subsidiary, or ten percent (10%) or more of the consolidated total assets (including, without limitation, equity securities of any subsidiaries) of the Exchange ActCompany, in each case other than the transactions contemplated by this Agreement and the Other Securities Purchase Agreements, taken together or (y) with respect to acquiring any voting securities assets used or useful in the operation of the Bank that takes any action Mortgage Division (other than mortgage loans sold in support the ordinary course of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposalbusiness consistent with past practice).

Non-Solicit. The Shareholder shall not(a) Except as otherwise permitted by this Section 7.02, the Company shall, and shall use his, her or cause each of its reasonable best efforts to cause his, her or its affiliates Subsidiaries and direct each of their respective officersRepresentatives acting in such capacity to, directors(i) immediately cease any solicitation, employees encouragement, discussions or negotiations with any Persons that may be ongoing with respect to or for the purpose of encouraging or facilitating a Competing Proposal; (ii) not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party with respect to any Competing Proposal; and Representatives not to(iii) from the date hereof until the Acceptance Time or, if earlier, the termination of this Agreement in accordance with Article X, not, directly or indirectly, (iA) solicit, initiate, knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to a Competing Proposal (including by providing way of furnishing nonpublic information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal Company); (except to disclose the existence of the provisions of this Section), (iiiB) engage in, continue or otherwise participate in any discussions or negotiations concerning an Acquisition Proposal regarding, or furnish to any other Person nonpublic information in connection with or for the purpose of encouraging or facilitating, a Competing Proposal; (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivC) approve, recommendendorse or recommend any Competing Proposal or authorize or execute or enter into any letter of intent, option agreement, agreement or agreement in principle contemplating or otherwise relating to a Competing Proposal; or (D) propose or agree to do any of the foregoing. (b) Except as otherwise permitted by this Section 7.02, neither the Company Board (acting upon recommendation of the Special Committee) nor the Special Committee may take any formal action or acceptmake any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer, or propose publicly change, withhold, withdraw, qualify or modify, or resolve to approvechange, recommendwithhold, agree withdraw, qualify or modify, in a manner adverse to Super ROI or acceptParent, the Company Board Recommendation or Special Committee Recommendation (a “Change in the Company Recommendation”). (c) The Company shall notify Super ROI promptly (but in no event later than forty-eight (48) hours) after its receipt of any Acquisition Competing Proposal, (v) solicit proxies or become any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person that informs the Company or any of its Subsidiaries that it is considering making, or has made, a “participant” Competing Proposal, or any inquiry from any Person seeking to have discussions or negotiations with the Company or any of its Subsidiaries relating to a possible Competing Proposal, or any material change to any terms of a Competing Proposal previously disclosed to Super ROI. Such notice shall be in a “solicitation” (as such terms are defined in Regulation 14A writing, and shall indicate the identity of the Exchange ActPerson making the Competing Proposal, inquiry or request and all material terms and conditions of such Competing Proposal, inquiry, request or offer. The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date of this Agreement which prohibits it from providing any information to Super ROI in accordance with this Section 7.02. (d) with respect to an Acquisition Proposal As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any Person (other than the Merger AgreementSuper ROI and Parent) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group,” (as such term is used in within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) with respect to any voting securities acquisition of assets of the Bank Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; (ii) acquisition of 20% or more of the outstanding Shares (including Shares represented by ADSs); (iii) tender offer or exchange offer that takes if consummated would result in any action Person beneficially owning 20% or more of the outstanding Shares (including Shares represented by ADSs); (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries which, in support the case of an Acquisition Proposala merger, consolidation, share exchange or business combination, would result in any Person acquiring assets, individually or in the aggregate, constituting 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; or (viiiv) approveany combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, endorse consolidated revenues or recommendearnings and Shares involved is 20% or more; in each case, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.than the Transactions

Non-Solicit. The Shareholder Until the Expiration Time and except as expressly permitted pursuant to the exceptions set forth in Sections 4.3 and 5.2 of the Merger Agreement as applied to the Stockholder mutatis mutandis, the Stockholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of providing non-public information regarding the Company or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion ofits Subsidiaries), any inquiry, proposal or offer that constitutes, constitutes or may would reasonably be expected to lead to, to an Acquisition Proposal, (ii) provide solicit, initiate, knowingly encourage or cause to be provided any non-public information participate or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning regarding, or furnish to any Person (other than Parent, Merger Sub and their Representatives) any non-public information with respect to or in connection with, or take any other action to facilitate or encourage the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (provided that the Shareholder may refer Proposal, or continue, engage or participate in any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement negotiations concerning an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (viii) solicit proxies or become a “participant” participant in a “solicitation” (as such terms are defined in Regulation 14A the solicitation of the Exchange Act) 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 reasonably be expected to 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, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (viiiv) initiate a stockholders' vote or action by consent of Indigo's stockholders with respect to an Acquisition Proposal, (v) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Indigo that takes any action in support of an Acquisition Proposal, or (viiivi) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger option agreement, investment joint venture agreement, acquisition agreement, option partnership agreement or other similar agreement related (whether or not binding) with respect to any an Acquisition ProposalTransaction (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 4.3(c) of the Merger Agreement).