Participation in Subsequent Transactions. During the period that this Agreement is pending prior to the Effective Time, Heritage shall not enter into any agreement with any unaffiliated third party concerning any purchase or acquisition of Heritage or HBC or substantially all of their respective assets by any unaffiliated third party through any type of corporate reorganization, stock acquisition or exchange, asset purchase or other similar transaction (a “Heritage Transaction”) unless such Heritage Transaction expressly provides (i) for the assumption of the obligations under the terms of this Agreement by Heritage or any successor entity and (ii) that the shareholders of Diablo upon exchange of their Diablo Common Stock will be entitled to receive consideration in such Heritage Transaction as if their shares of Diablo Common Stock had been converted into Heritage Common Stock at the effective time of such Heritage Transaction, without giving effect to any adjustment to the Exchange Ratio that would have otherwise been required pursuant to Section 2.2(a)(ii) hereof.
Participation in Subsequent Transactions. From the date hereof through the Effective Time or the earlier termination of this Agreement, Texas United shall not enter into any agreement with any unaffiliated third party concerning any purchase or acquisition of Texas United, State Bank or GNB Bank or any of their respective material assets by any unaffiliated third party through any type of corporate reorganization, stock acquisition or exchange, asset purchase or other similar transaction (a “Texas United Transaction”), unless such Texas United Transaction expressly provides (i) for the acquisition of Gateway by Texas United or a successor entity on the same terms and conditions as provided for in this Agreement and (ii) that if such Texas United Transaction is completed before the Effective Time, the shareholders of Gateway will be entitled to receive consideration in such transaction as if their shares of Gateway Stock had been converted into Texas United Common Stock at the effective time of such transaction.
Participation in Subsequent Transactions. Before the Effective Time, Prosperity will not enter into any agreement with any unaffiliated third party concerning any purchase or acquisition of Prosperity or Prosperity Bank or substantially all of their respective assets by any unaffiliated third party through any type of corporate reorganization, stock acquisition or exchange, asset purchase or other similar transaction (a “Prosperity Transaction”), unless such Prosperity Transaction expressly provides (a) for the acquisition of the Company by Prosperity or a successor entity on the same terms and conditions as provided for in this Agreement and (b) that if the Prosperity Transaction is completed before the Effective Time, the shareholders of the Company will be entitled to receive consideration in such transaction as if their Company Shares had been converted into Prosperity Common Shares at the effective time of such transaction.
Participation in Subsequent Transactions. From the date hereof through the Effective Time or the earlier termination of this Agreement, Prosperity shall not enter into any agreement with any unaffiliated third party concerning any purchase or acquisition of Prosperity or Prosperity Bank or substantially all of their respective assets by any unaffiliated third party through any type of corporate reorganization, stock acquisition or exchange, asset purchase or other similar transaction (a “Prosperity Transaction”), unless such Prosperity Transaction expressly provides (i) for the acquisition of the Company by Prosperity or a successor entity on the same terms and conditions as provided for in this Agreement and (ii) that if such Prosperity Transaction is completed before the Effective Time, the shareholders of the Company will be entitled to receive consideration in such transaction as if their shares of Company Stock had been converted into Prosperity Common Stock at the effective time of such transaction, without giving effect to any adjustment to the Exchange Ratio that would otherwise be required pursuant to Section 2.2(c) hereof.
Participation in Subsequent Transactions. From the date of this Agreement through the Effective Time or the earlier termination of this Agreement, Buyer shall not enter into any agreement with any unaffiliated third party concerning any purchase or acquisition of Buyer or UCB or substantially all of their respective assets by any unaffiliated third party through any type of corporate reorganization, stock acquisition or exchange, asset purchase or other similar transaction (a “Buyer Transaction”) unless such Buyer Transaction expressly provides (i) for the acquisition of the Company by Buyer or a successor entity on the same terms and conditions as are provided for in this Agreement and (ii) that if such Buyer Transaction is completed before the Effective Time, the shareholders of the Company will be entitled to receive consideration in such transaction as if the Merger had been consummated immediately prior to the consummation of the Buyer Transaction.
Participation in Subsequent Transactions. A party (a "Selling Shareholder") whose shares ("Subject Shares") are acquired by another party hereto (a "Purchasing Shareholder") pursuant to the rights conferred by this Article V shall, in the event of a subsequent transfer (a "Subsequent Transfer") to an arm's length third party (a "Subsequent Transferee") by the Purchasing Shareholder of the Subject Shares in the circumstances described below, be entitled to a portion of the difference between the price paid by the Purchasing Shareholder to the Selling Shareholder for the Subject Shares and the proceeds received by the Purchasing shareholder from the Subsequent Transferee on the Subsequent Transfer, in accordance with the following:
