Common use of Other Negotiations Clause in Contracts

Other Negotiations. (a) Except as set forth in Section 4.04(b) hereof, on and after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except with the prior written approval of Blue River, neither Unified nor UBC shall permit nor authorize their respective directors, officers, employees, agents or representatives to, directly or indirectly, initiate, solicit or encourage, or provide information to, any corporation, association, partnership, person or other entity or group concerning any merger, consolidation, share exchange, combination, purchase or sale of substantial assets, sale of shares of common stock (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing the right to acquire, capital stock) or similar transaction relating to UBC (all such transactions are hereinafter referred to as "Acquisition Transactions"). (b) Unified shall promptly communicate to Blue River the terms of any proposal or offer which Unified or UBC may receive with respect to an Acquisition Transaction. Unified may, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, and enter into any such agreement, arrangement or understandings, in each case, only if Unified's Board of Directors determines in good faith by majority vote, after consultation with its financial advisors and outside legal counsel, that failing to take such action would be a breach of the fiduciary duties of Unified's Board of Directors in connection with seeking an Acquisition Transaction, and that the Acquisition Transaction is substantially more favorable to the stockholders of Unified than the terms of the Transaction. (c) This Section 4.04 shall not authorize Unified or UBC or any of their directors, officers, employees, agents or representatives, to initiate any discussions or negotiations with respect to an Acquisition Transaction with a third party.

Other Negotiations. (a) Except as set forth in Section 4.04(b) hereof, on On and after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except with the prior written approval of Blue RiverFIC, neither Unified MBC nor UBC either Subsidiary shall permit nor authorize their respective directors, officers, employees, agents or representatives to, directly or indirectly, initiate, solicit or encourage, or provide information to, any corporation, association, partnership, person or other entity or group concerning any merger, consolidation, share exchange, combination, purchase or sale of substantial assets, sale of shares of common stock (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing the right to acquire, capital stock) or similar transaction relating to UBC MBC or the Subsidiaries or to which MBC or the Subsidiaries may become a party (all such transactions are hereinafter referred to as "Acquisition Transactions"). (b) Unified MBC shall promptly communicate to Blue River FIC the terms of any proposal or offer which Unified MBC or UBC either Subsidiary may receive with respect to an Acquisition Transaction. Unified MBC or the Subsidiaries may, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, and enter into any such agreement, arrangement or understandings, in each case, only if UnifiedMBC's Board of Directors determines in good faith by majority vote, after consultation with its financial advisors and outside legal counsel, that failing to take such action would be a breach of the fiduciary duties of UnifiedMBC's Board of Directors in connection with seeking an Acquisition Transaction, and that the Acquisition Transaction is substantially more favorable to the stockholders shareholders of Unified MBC than the terms of the TransactionCompany Merger. (c) This Section 4.04 6.05 shall not authorize Unified MBC or UBC either Subsidiary or any of their directors, officers, employees, agents or representatives, to initiate any discussions or negotiations with respect to an Acquisition Transaction with a third party.

Other Negotiations. (a) Except as set forth in Section 4.04(b) hereof, on and after During the date term of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except with the prior written approval of Blue RiverAgreement, neither Unified NPI nor UBC shall permit nor authorize their respective FalconStor will (and it will use its best efforts to ensure that its officers, directors, officers, employees, agents or representatives to, directly or indirectlyand affiliates do not on its behalf) take any action to solicit, initiate, solicit seek, encourage or encouragesupport any inquiry, proposal or provide offer from, furnish any information to, or participate in any negotiations with, any corporation, association, partnership, person or other entity or group concerning (each, a "Person") (other than discussions with the other party hereto) regarding any mergeracquisition of such party, consolidation, share exchange, combination, purchase any merger or sale of substantial assets, sale of shares of common stock (or securities convertible or exchangeable into or otherwise evidencingconsolidation with such party, or any agreement acquisition of all or instrument evidencing substantially all of the right to acquirestock or assets of such party, capital stock) or similar transaction relating to UBC (all such transactions are hereinafter referred to as an "Acquisition TransactionsProposal"). (b) Unified shall promptly communicate to Blue River ; provided, however, that if, at any time during the terms term of any proposal or offer which Unified or UBC may receive with respect to an Acquisition Transaction. Unified maythis Agreement, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, and enter into any such agreement, arrangement or understandings, in each case, only if Unified's the Board of Directors of either party by majority vote determines in good faith by majority votefaith, after consultation with receiving advice from its financial advisors and outside legal counsel, that failing to take such action would be constitute a breach of the fiduciary duties of Unified's the such Board of Directors, such party may, in response to a bona fide written Acquisition Proposal which did not result from a breach of this Section 2 and which such Board of Directors determines in connection with seeking an Acquisition Transactionits reasonable judgment, and that the Acquisition Transaction is substantially to be more favorable to its stockholders (taking into account, among other things, all legal, financial, regulatory and other aspects of the stockholders proposal and identity of Unified than the offeror) as compared to the transactions contemplated by the Merger Agreement and which is reasonably capable of being consummated ("Superior Proposal"); provided, however, that any such offer shall not be deemed to be a Superior Proposal if any financing required to consummate the transaction contemplated by such offer is not committed and is not reasonably capable of being obtained by such third party, (i) furnish information or provide access with respect to such party and each of its subsidiaries to such Person pursuant to a customary confidentiality agreement (as determined by such party after consultation with its outside counsel) and (ii) participate in discussions and negotiations regarding such Superior Proposal (it being understood that neither the sale and issuance by FalconStor of additional shares of its Series C Convertible Preferred Stock nor the sale by NPI of any Assets, as defined in the Letter Agreement dated March 21, 2001 by and between NPI and FalconStor, shall breach or violate the terms of this Agreement). Each of NPI and FalconStor agrees that any such negotiations in progress as of the Transaction. (c) This date hereof will be terminated or suspended until this Agreement is terminated pursuant to Section 4.04 shall not authorize Unified 5. Each party hereto will immediately notify the other party hereto regarding any contact by any third party regarding any offer, proposal or UBC inquiry regarding any Acquisition Proposal. In no event will either party hereto accept or enter into an agreement concerning any such third party transaction prior to the Termination of this Agreement pursuant to Section 5. Each party hereto represents and warrants that it has the legal right to terminate or suspend any such pending negotiations and agrees to indemnify the other party hereto, its representatives and agents from and against any claims by any party to such negotiations based upon or arising out of the discussion or any consummation of their directors, officers, employees, agents or representatives, to initiate any discussions or negotiations with respect to an Acquisition Transaction with a third partythe transactions contemplated by this Agreement.

Other Negotiations. (a) Except as set forth in Section 4.04(b) hereof, on On and after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except with the prior written approval of Blue River, neither Unified Heartland nor UBC Heartland Bank shall permit nor authorize their respective directors, officers, employees, agents or representatives to, directly or indirectly, initiate, solicit or encourage, or provide information to, any corporation, association, partnership, person or other entity or group concerning any merger, consolidation, share exchange, combination, purchase or sale of substantial assets, sale of shares of common stock (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing the right to acquire, capital stock) or similar transaction relating to UBC Heartland or Heartland Bank or to which Heartland or Heartland Bank may become a party (all such transactions are hereinafter referred to as "Acquisition Transactions"). (b) Unified Heartland shall promptly communicate to Blue River the terms of any proposal proposal, indication of interest, or offer which Unified Heartland or UBC Heartland Bank may receive with respect to an Acquisition Transaction. Unified Heartland or Heartland Bank may, in response to an unsolicited written proposal proposal, indication of interest, or offer with respect to an Acquisition Transaction from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, and enter into any agreements, arrangements or understandings with such agreement, arrangement or understandingsthird party with respect to such Acquisition Transaction, in each case, only if UnifiedHeartland's Board of Directors determines in good faith by majority vote, after consultation with its Heartland's financial advisors and outside legal counselcounsel in a meeting duly called and held in accordance with Heartland's Bylaws, that failing to take such action would likely be a breach of inconsistent with the fiduciary duties of Unifiedthe members of Heartland's Board of Directors in connection with seeking an Acquisition Transactionto Heartland, and that the terms of the Acquisition Transaction is substantially more favorable are superior to the stockholders of Unified than the terms of the TransactionCompany Merger from a financial point of view. (c) This Section 4.04 6.06 shall not authorize Unified Heartland or UBC Heartland Bank or any of their directors, officers, employees, agents or representatives, to initiate any discussions or negotiations with respect to an Acquisition Transaction with a third party.

Other Negotiations. (a) Except as set forth in Section 4.04(b) hereof, on On and after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except with the prior written approval of Blue RiverHeartland, neither Unified Blue River nor UBC the Blue River Subsidiaries shall permit nor authorize their respective directors, officers, employees, agents or representatives to, directly or indirectly, initiate, solicit or encourage, or provide information to, any corporation, association, partnership, person or other entity or group concerning any merger, consolidation, share exchange, combination, purchase or sale of substantial assets, sale of shares of common stock (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing the right to acquire, capital stock) or similar transaction relating to UBC Blue River or the Blue River Subsidiaries or to which Blue River or the Blue River Subsidiaries may become a party (all such transactions are hereinafter referred to as "Blue River Acquisition Transactions"). (b) Unified Blue River shall promptly communicate to Blue River Heartland the terms of any proposal proposal, indication of interest, or offer which Unified Blue River or UBC the Blue River Subsidiaries may receive with -56- respect to an a Blue River Acquisition Transaction. Unified Blue River or the Blue River Subsidiaries may, in response to an unsolicited written proposal proposal, indication of interest, or offer with respect to an a Blue River Acquisition Transaction from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, and enter into any agreements, arrangements or understandings with such agreement, arrangement or understandingsthird party with respect to such Blue River Acquisition Transaction, in each case, only if UnifiedBlue River's Board of Directors determines in good faith by majority vote, after consultation with its Blue River's financial advisors and outside legal counselcounsel in a meeting duly called and held in accordance with Blue River's Bylaws, that failing to take such action would likely be a breach of inconsistent with the fiduciary duties of Unifiedthe members of Blue River's Board of Directors in connection with seeking an Acquisition Transactionto Blue River, and that the terms of the Blue River Acquisition Transaction is substantially more favorable are superior to the stockholders of Unified than the terms of the TransactionCompany Merger from a financial point of view. (c) This Section 4.04 7.06 shall not authorize Unified Blue River or UBC the Blue River Subsidiaries or any of their directors, officers, employees, agents or representatives, to initiate any discussions or negotiations with respect to an a Blue River Acquisition Transaction with a third party.

Other Negotiations. (a) Except as set forth Noble and Arcelor contemplate the expenditure of substantial time and money in Section 4.04(b) hereofconnection with their respective due diligence investigations of the Transaction and the preparation of a definitive agreement. Accordingly, on and after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein providedsigning of a definitive agreement or, except with if earlier, December 31, 2006 (the prior written approval of Blue River“Exclusivity Period”), neither Unified nor UBC shall permit nor authorize their respective directors, officers, employees, agents or representatives to(i) Arcelor will not take, directly or indirectly, through any officer, director, employee, stockholder, Affiliate or agent (“Representatives”) or otherwise, any action to solicit, initiate, solicit seek, support or encourageencourage any inquiry, proposal or offer from, provide any non-public information to or participate in any discussions or negotiations with (“Solicit”), any third party regarding any acquisition of majority ownership or voting control of, or provide information to, any corporation, association, partnership, person all or other entity or group concerning any merger, consolidation, share exchange, combination, purchase or sale substantially all of substantial assets, sale of shares of common stock (or securities convertible or exchangeable into or otherwise evidencingthe assets of, or any merger or consolidation with, or liquidation, sale or other disposition and regardless of the form of the transaction (a “Third Party Transaction”), which primarily involves, directly or indirectly, the Arcelor TBA Assets/Interests, and (ii) Noble will not take, directly or indirectly, through Representatives or otherwise, any action to Solicit a Third Party Transaction for Noble; provided, however, that: (A) Arcelor may sell an interest in Laser Welded Blank Limited to a new co-venturer, (B) Arcelor may seek co-venturers for consideration of establishing new TBA ventures in countries where the parties do not currently have TBA facilities, (C) prior to the parties’ entry into a definitive agreement for the Transaction, Arcelor may provide non-public information to and enter into discussions or instrument evidencing negotiations with any third party in response to any unsolicited, bona fide written offer by the right third party to acquireenter into any Third Party Transaction that is reasonably likely to result in a Superior Transaction (as defined below) for Arcelor’s stockholders and, capital stock) or similar transaction relating subject to UBC (all such transactions are hereinafter referred to as "Acquisition Transactions"). compliance with subparagraph (b) Unified below, may enter into such Superior Transaction, in which event the parties’ agreement to consummate the Transaction pursuant to this letter agreement shall promptly communicate terminate, (D) prior to Blue River any vote by the terms stockholders of Noble regarding approval of the Transaction, Noble may provide non-public information to and enter into discussions or negotiations with any proposal or offer which Unified or UBC may receive with respect to an Acquisition Transaction. Unified may, third party in response to an unsolicited any unsolicited, bona fide written proposal with respect offer by the third party to an Acquisition Transaction from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, and enter into any Third Party Transaction that is reasonably likely to result in a Superior Transaction for Noble’s stockholders and, subject to compliance with subparagraph (b) below, may enter into such agreement, arrangement or understandingsSuperior Transaction, in each casewhich event the parties’ agreement to consummate the Transaction pursuant to this letter agreement shall terminate, only if Unified's Board and (E) nothing in this paragraph shall prohibit or in any way limit any Solicitation or other action Arcelor or its Affiliates may take in relation or response to, or in connection with, any actual or potential transaction involving Arcelor’s capital or pursuant to the Department of Directors determines in good faith by majority vote, after consultation Justice Consent Decree. The term “Superior Transaction” means a Third Party Transaction with its financial advisors and outside legal counsel, that failing to take such action would be Arcelor or a breach member of the fiduciary duties of Unified's Board of Directors in connection with seeking an Acquisition Transaction, and Noble Group on terms that the Acquisition Transaction is substantially board of directors of Arcelor or Noble, as the case may be, determines, in its reasonable judgment, to be more favorable to the its stockholders from a financial point of Unified view than the terms of the Transaction. (c) This Section 4.04 shall not authorize Unified or UBC or any of their directors, officers, employees, agents or representatives, to initiate any discussions or negotiations with respect to an Acquisition Transaction with a third party.

Other Negotiations. (a) Except as set forth in Section 4.04(b) hereof, on On and after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except with the prior written approval of Blue RiverONB, neither Unified Heritage nor UBC any Subsidiary shall permit nor authorize their respective directors, officers, employees, agents or representatives to, directly or indirectly, initiate, solicit or encourage, or provide information to, any corporation, association, partnership, person or other entity or group concerning any merger, consolidation, share exchange, combination, purchase or sale of substantial assets, sale of shares of common stock (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing the right to acquire, capital stock) or similar transaction relating to UBC Heritage or any Subsidiary or to which Heritage or any Subsidiary may become a party (all such transactions are hereinafter referred to as "Acquisition Transactions"). (b) Unified Heritage and the Subsidiaries shall promptly communicate to Blue River ONB the terms of any proposal or offer which Unified or UBC any one of them may receive with respect to an Acquisition Transaction. Unified Heritage or any Subsidiary may, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, and enter into any such agreement, arrangement or understandings, in each case, only if UnifiedHeritage's Board of Directors determines in good faith by majority vote, after consultation with its financial advisors and outside legal counsel, that failing to take such action would be a breach of the fiduciary duties of UnifiedHeritage's Board of Directors in connection with seeking an Acquisition Transaction, and that the Acquisition Transaction is substantially more favorable to the stockholders shareholders of Unified Heritage than the terms of the TransactionMerger. (c) This Section 4.04 6.06 shall not authorize Unified Heritage or UBC any Subsidiary, or any of their directors, officers, employees, agents or representatives, to initiate any discussions or negotiations with respect to an Acquisition Transaction with a third party.

Other Negotiations. (a) Except as set forth Xxxxx and Arcelor contemplate the expenditure of substantial time and money in Section 4.04(b) hereofconnection with their respective due diligence investigations of the Transaction and the preparation of a definitive agreement. Accordingly, on and after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein providedsigning of a definitive agreement or, except with if earlier, December 31, 2006 (the prior written approval of Blue River“Exclusivity Period”), neither Unified nor UBC shall permit nor authorize their respective directors, officers, employees, agents or representatives to(i) Arcelor will not take, directly or indirectly, through any officer, director, employee, stockholder, Affiliate or agent (“Representatives”) or otherwise, any action to solicit, initiate, solicit seek, support or encourageencourage any inquiry, proposal or offer from, provide any non-public information to or participate in any discussions or negotiations with (“Solicit”), any third party regarding any acquisition of majority ownership or voting control of, or provide information to, any corporation, association, partnership, person all or other entity or group concerning any merger, consolidation, share exchange, combination, purchase or sale substantially all of substantial assets, sale of shares of common stock (or securities convertible or exchangeable into or otherwise evidencingthe assets of, or any merger or consolidation with, or liquidation, sale or other disposition and regardless of the form of the transaction (a “Third Party Transaction”), which primarily involves, directly or indirectly, the Arcelor TBA Assets/Interests, and (ii) Noble will not take, directly or indirectly, through Representatives or otherwise, any action to Solicit a Third Party Transaction for Noble; provided, however, that: (A) Arcelor may sell an interest in Laser Welded Blank Limited to a new co-venturer, (B) Arcelor may seek co-venturers for consideration of establishing new TBA ventures in countries where the parties do not currently have TBA facilities, (C) prior to the parties’ entry into a definitive agreement for the Transaction, Arcelor may provide non-public information to and enter into discussions or instrument evidencing negotiations with any third party in response to any unsolicited, bona fide written offer by the right third party to acquireenter into any Third Party Transaction that is reasonably likely to result in a Superior Transaction (as defined below) for Arcelor’s stockholders and, capital stock) or similar transaction relating subject to UBC (all such transactions are hereinafter referred to as "Acquisition Transactions"). compliance with subparagraph (b) Unified below, may enter into such Superior Transaction, in which event the parties’ agreement to consummate the Transaction pursuant to this letter agreement shall promptly communicate terminate, (D) prior to Blue River any vote by the terms stockholders of Noble regarding approval of the Transaction, Noble may provide non-public information to and enter into discussions or negotiations with any proposal or offer which Unified or UBC may receive with respect to an Acquisition Transaction. Unified may, third party in response to an unsolicited any unsolicited, bona fide written proposal with respect offer by the third party to an Acquisition Transaction from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, and enter into any Third Party Transaction that is reasonably likely to result in a Superior Transaction for Noble’s stockholders and, subject to compliance with subparagraph (b) below, may enter into such agreement, arrangement or understandingsSuperior Transaction, in each casewhich event the parties’ agreement to consummate the Transaction pursuant to this letter agreement shall terminate, only if Unified's Board and (E) nothing in this paragraph shall prohibit or in any way limit any Solicitation or other action Arcelor or its Affiliates may take in relation or response to, or in connection with, any actual or potential transaction involving Arcelor’s capital or pursuant to the Department of Directors determines in good faith by majority vote, after consultation Justice Consent Decree. The term “Superior Transaction” means a Third Party Transaction with its financial advisors and outside legal counsel, that failing to take such action would be Arcelor or a breach member of the fiduciary duties of Unified's Board of Directors in connection with seeking an Acquisition Transaction, and Noble Group on terms that the Acquisition Transaction is substantially board of directors of Arcelor or Noble, as the case may be, determines, in its reasonable judgment, to be more favorable to the its stockholders from a financial point of Unified view than the terms of the Transaction. (c) This Section 4.04 shall not authorize Unified or UBC or any of their directors. Arcelor S.A. October 26, officers, employees, agents or representatives, to initiate any discussions or negotiations with respect to an Acquisition Transaction with a third party.2006