Common use of Third Party Proposals Clause in Contracts

Third Party Proposals. From the date hereof until the earlier of (a) the termination of this Agreement pursuant to Article VII or (b) the Effective Time, neither the Sellers, the Company, nor any Subsidiary shall, and the Sellers and the Company shall cause their respective officers, directors, shareholders (other than with respect to Xxxx Xxxxxxx as to whom the Company and Sellers shall use reasonable best efforts to cause to comply with this Section), employees, agents, representatives or Affiliates of the Sellers, the Company or any Subsidiary (all such Persons, including the Company, the "COMPANY GROUP") not to, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, or encourage inquiries or proposals (each, an "ACQUISITION PROPOSAL") with respect to, or furnish any information relating to, or otherwise facilitate or participate in any negotiations or discussions concerning, or enter into any agreement with respect to, any acquisition or purchase of all or a substantial portion of the assets of, or of a substantial equity interest in, the Company or any Subsidiary or any business combination with the Company or any Subsidiary (a "THIRD PARTY ACQUISITION") other than as contemplated by this Agreement, or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the transactions contemplated by this Agreement. The Company shall notify Newco immediately if any Acquisition Proposal is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any member of the Company Group. The Company and the Sellers shall, and shall cause each other member of the Company Group to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition

Third Party Proposals. From the date hereof until the earlier None of (a) the termination of this Agreement pursuant to Article VII or (b) the Effective TimeParent, neither the SellersSeller, the CompanyBank, nor any Subsidiary shall, and the Sellers and the Company shall cause of their respective officers, directors, shareholders (other than with respect to Xxxx Xxxxxxx as to whom the Company and Sellers shall use reasonable best efforts to cause to comply with this Section), employees, agents, representatives or Affiliates of the Sellers, the Company or any Subsidiary (all such Persons, including the Company, the "COMPANY GROUP") not to, initiate, solicit, entertain, negotiate, accept or discussof their respective Representatives shall, directly or indirectlyindirectly solicit, encourage or facilitate inquiries or proposals, or encourage inquiries or proposals (eachenter into any definitive agreement, an "ACQUISITION PROPOSAL") with respect to, or furnish any information relating to, or otherwise facilitate initiate or participate in any negotiations or discussions with any Person concerning, or enter into any agreement with respect to, any acquisition or purchase of all or a substantial any material portion of the assets of, or of a substantial any equity interest in, the Company Bank or any Subsidiary merger or any business combination with the Company or any Subsidiary (a "THIRD PARTY ACQUISITION") Bank other than as contemplated by this AgreementAgreement (each, an “Acquisition Proposal”) or enter into furnish any agreementinformation regarding the Bank to any such Person. Parent, arrangement or understanding requiring it to abandonSeller, terminate or fail to consummate the transactions contemplated by this Agreement. The Company Bank, each of their respective Affiliates and each of their respective Representatives shall (a) notify Newco Buyer immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any member of Parent, Seller, the Company Group. The Company and the Sellers shallBank, or any of their respective Affiliates or Representatives, and shall cause each other member of the Company Group to, (b) immediately cease and or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any AcquisitionAcquisition Proposal and to seek to have all materials distributed to such Persons by Parent, Seller, the Bank, or any of their respective Affiliates and Representatives returned to Seller promptly. None of Parent, Seller, the Bank, or any of their respective Affiliates and Representatives shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to the Bank. Parent and Seller shall cause the Bank, each of its and the Bank’s respective Affiliates and each of their respective Representatives to comply with the provisions of this Section 6.4. It is understood and acknowledged that this Section 6.4 shall have no application to acquisition proposal with respect to Parent or any Affiliate other than the Bank or Seller.

Third Party Proposals. From the date hereof until the earlier of (a) the termination of this Agreement pursuant to the terms and conditions of Article VII IX or (b) the Effective Time, neither the Sellers, the Company, Bxxxxxx Shareholders nor any Subsidiary Bxxxxxx shall, and the Sellers Bxxxxxx Shareholders and the Company Bxxxxxx shall cause their respective officers, directors, shareholders (other than with respect to Xxxx Xxxxxxx as to whom the Company and Sellers shall use reasonable best efforts to cause to comply with this Section)shareholders, members, managers, employees, agents, representatives or Affiliates of the Sellers, the Company or any Subsidiary (all such Persons, including the Company, the "COMPANY GROUP") not to, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, indirectly or encourage inquiries or proposals (each, an "ACQUISITION PROPOSAL"“Acquisition Proposal”) with respect to, or furnish any information relating to, or otherwise facilitate or participate in any negotiations or discussions concerning, or enter into any agreement with respect to, any acquisition or purchase of all or a substantial portion of the assets of, or of a substantial equity interest in, the Company or any Subsidiary Bxxxxxx or any business combination with the Company or any Subsidiary Bxxxxxx (a "THIRD PARTY ACQUISITION"“Third Party Acquisition”) other than as contemplated by this Agreement, or enter into any agreement, arrangement or understanding requiring it or them to abandon, terminate or fail to consummate the transactions contemplated by this AgreementTransaction. The Company Bxxxxxx and Bxxxxxx Shareholders shall notify Newco H&E immediately if any Acquisition Proposal is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any member of the Company GroupBxxxxxx. The Company Bxxxxxx and the Sellers Bxxxxxx Shareholders shall, and shall cause each other member of the Company Group Bxxxxxx to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any AcquisitionAcquisition Proposal. Each of Bxxxxxx Shareholders and Bxxxxxx represents that neither it nor any other member of Bxxxxxx (in each case as to Bxxxxxx Shareholders to the extent within their several or mutual, direct or indirect control) is party to or bound by any agreement with respect to an Acquisition Proposal other than under this Agreement. Each of Bxxxxxx Shareholders and Bxxxxxx shall cause each other member of Bxxxxxx (in each case as to Bxxxxxx Shareholders to the extent within their several or mutual, direct or indirect control) to comply with the provisions of this Section 8.7.

Third Party Proposals. From the date hereof until the earlier of (a) the termination of this Agreement pursuant to Article VII or (b) the Effective Time, neither the Sellers, the Company, nor any Subsidiary shall, and the Sellers and the Company shall not, and shall cause their respective each Subsidiary and the officers, directors, shareholders (other than with respect to Xxxx Xxxxxxx as to whom the Company and Sellers shall use reasonable best efforts to cause to comply with this Section), employees, agents, representatives or and Affiliates of the Sellers, the Company or any Subsidiary (all such Persons, including the Company, the "COMPANY GROUP") its Subsidiaries not to, (i) initiate, solicit, entertain, negotiate, accept solicit or discussencourage, directly or indirectly, any inquiries, discussions, offers or encourage inquiries or proposals proposals, (eachii) continue, an "ACQUISITION PROPOSAL") with respect to, or furnish any information relating to, or otherwise facilitate or participate in any negotiations or discussions concerning, propose or enter into any discussions or negotiations looking toward, (iii) consider any proposal for, or (iv) enter into any agreement or understanding (each of (i)—(iv), an “Acquisition Proposal”) with respect to, to any acquisition or purchase purchase, whether by merger or otherwise, of all or a substantial material portion of the consolidated assets (other than sales of inventory in the ordinary course) of, or of a substantial 10% or more of the voting equity interest interests in, the Company or any Subsidiary or any business combination with the Company or any Subsidiary (a "THIRD PARTY ACQUISITION"“Third Party Acquisition”) other than as contemplated by this Agreement, or enter into any agreement, arrangement or understanding requiring it to abandon, abandon or terminate or fail to consummate the transactions contemplated by this Agreement, nor shall such Persons provide any information to any Person (other than Xxxxxx Merger Corp. and its Representatives) for the purpose of evaluating or determining whether to make or pursue any inquiries or proposals with respect to any such transactions. The Company shall notify Newco Purchasers immediately if any Acquisition Proposal is received byby the Company or any Subsidiary, or of which the Company, any such information is requested from, Subsidiaries or any of their respective Affiliates becomes aware, and communicate to Purchasers the terms of any such negotiations or discussions are sought to be initiated with, any member of the Company GroupAcquisition Proposal. The Company and the Sellers its Subsidiaries shall, and the Company shall cause each other member of the Company Group their respective Representatives and Affiliates to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any AcquisitionAcquisition Proposal. The Company represents on its behalf and on behalf of its Affiliates, that it is not party to or bound by any agreement with respect to an Acquisition Proposal other than under this Agreement.