Common use of Third Party Proposals Clause in Contracts

Third Party Proposals. None of Parent, Seller, the Bank, any of their respective Affiliates or any of their respective Representatives shall, directly or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material portion of the assets of, or of any equity interest in, the Bank or any merger or business combination with the Bank other than as contemplated by this Agreement (each, an “Acquisition Proposal”) or furnish any information regarding the Bank to any such Person. Parent, Seller, the Bank, each of their respective Affiliates and each of their respective Representatives shall (a) notify 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 of Parent, Seller, the Bank, or any of their respective Affiliates or Representatives, and (b) immediately cease 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 Acquisition 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. None From the date hereof until the earlier of Parentthe termination of this Agreement pursuant to the terms and conditions of Article IX or the Effective Time, Sellerneither Bxxxxxx Shareholders nor Bxxxxxx shall, the Bank, any of and Bxxxxxx Shareholders and Bxxxxxx shall cause their respective officers, directors, shareholders, members, managers, employees, agents, representatives or Affiliates not to, initiate, solicit, negotiate, accept or any of their respective Representatives shalldiscuss, directly or indirectly solicit, or encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material portion of the assets of, or of any equity interest in, the Bank or any merger or business combination with the Bank other than as contemplated by this Agreement proposals (each, an “Acquisition Proposal”) with respect to, or furnish any information regarding 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 Bank assets of, or of a substantial equity interest in, Bxxxxxx or any business combination with Bxxxxxx (a “Third Party Acquisition”) other than as contemplated by this Agreement, or enter into any agreement, arrangement or understanding requiring it or them to any such Personabandon, terminate or fail to consummate the Transaction. Parent, Seller, the Bank, each of their respective Affiliates Bxxxxxx and each of their respective Representatives Bxxxxxx Shareholders shall (a) notify Buyer H&E 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 Bank, or any of their respective Affiliates or RepresentativesBxxxxxx. Bxxxxxx and Bxxxxxx Shareholders shall, and (b) shall cause each other member of Bxxxxxx to, immediately cease or 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 Proposal Proposal. Each of Bxxxxxx Shareholders and Bxxxxxx represents that neither it nor any other member of Bxxxxxx (in each case as to seek Bxxxxxx Shareholders to have all materials distributed the extent within their several or mutual, direct or indirect control) is party to such Persons or bound 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 Bankan Acquisition Proposal other than under this Agreement. Parent Each of Bxxxxxx Shareholders and Seller Bxxxxxx shall cause each other member of Bxxxxxx (in each case as to Bxxxxxx Shareholders to the Bankextent within their several or mutual, each of its and the Bank’s respective Affiliates and each of their respective Representatives direct or indirect control) 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 Seller8.7.

Third Party Proposals. None of Parent, Seller, the Bank, any of their respective Affiliates or any of their respective Representatives shall, directly or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material portion of the assets of, or of any equity interest in, the Bank or any merger or business combination with the Bank other than as contemplated by this Agreement (each, an “"Acquisition Proposal”") or furnish any information regarding the Bank to any such Person. Parent, Seller, the Bank, each of their respective Affiliates and each of their respective Representatives shall (a) notify 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 of Parent, Seller, the Bank, or any of their respective Affiliates or Representatives, and (b) immediately cease 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 Acquisition 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 '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. None From the date hereof until the earlier of Parent(a) the termination of this Agreement pursuant to Article VII or (b) the Effective Time, Sellerneither the Sellers, the BankCompany, nor any of 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 of their respective Representatives shallSubsidiary (all such Persons, including the Company, the "COMPANY GROUP") not to, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly solicitindirectly, or encourage or facilitate inquiries or proposalsproposals (each, or enter into any definitive agreement, an "ACQUISITION PROPOSAL") with respect to, or initiate furnish any information relating to, or otherwise facilitate or participate in any negotiations or discussions concerning, or enter into any agreement with any Person concerningrespect to, any acquisition or purchase of all or any material a substantial portion of the assets of, or of any a substantial equity interest in, the Bank Company or any merger Subsidiary or any business combination with the Bank Company or any Subsidiary (a "THIRD PARTY ACQUISITION") other than as contemplated by this Agreement (eachAgreement, an “Acquisition Proposal”) or furnish enter into any information regarding agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Bank to any such Persontransactions contemplated by this Agreement. Parent, Seller, the Bank, each of their respective Affiliates and each of their respective Representatives The Company shall (a) notify Buyer Newco 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 Bank, or any of their respective Affiliates or RepresentativesCompany Group. The Company and the Sellers shall, and (b) shall cause each other member of the Company Group to, immediately cease or 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 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.Acquisition