No Solicitation of Other Offers. (a) The Stockholder shall, and shall cause its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate or encourage the making of any Acquisition Proposal, (ii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix or the agents or representatives of Orix) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal.
(b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking place.
No Solicitation of Other Offers. Unless and until this Agreement ------------------------------- shall have been terminated, neither either Company nor any of the Stockholders shall, nor shall the Company permit any of its directors, officers, employees or agents to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, either Company, any merger or business combination with either Company or any public or private offering of interests in the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Buyer and its representatives, (iii) furnish any information or afford access to the properties, books or records of either Company to any person or entity that may consider making or has made an offer with respect to an Acquisition Proposal other than Buyer and its representatives, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing. The Companies will promptly notify Buyer upon receipt of any offer or indication that any person is considering making an offer with respect to an Acquisition Proposal or any request for information relative to either Company or for access to the properties, books and records of either Company, and will promptly reject any such offer or request.
No Solicitation of Other Offers. Talbot Bancshares agrees that neither it nor any of the Talbot Subsidiaries nor any of their respective officers, directors, and employees shall, and Talbot Bancshares shall direct and use its best efforts to cause its and the Talbot Subsidiaries' agents and representatives (including, without limitation, any investment banker, attorney, or accountant retained by it or any of the Talbot Subsidiaries) not to, directly or indirectly, take any action to solicit or initiate any inquiries or the making of any offer or proposal (including without limitation any proposal to stockholders of Talbot Bancshares) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets (except problem assets shown on the list previously provided to Shore Bancshares, sale of shares of capital stock, or similar transactions involving Talbot Bancshares or any of the Talbot Subsidiaries (any such inquiry, offer, or proposal, a "Talbot Acquisition Proposal"), or, except in the opinion of outside counsel to Talbot Bancshares as may be legally required to comply with the duties the Board of Directors of Talbot Bancshares under applicable law and upon termination of this Plan under Section 13(f), engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Talbot Acquisition Proposal. As of the time hereof, Talbot Bancshares is not engaged in any negotiations or discussions relating to a Talbot Acquisition Proposal. Talbot Bancshares shall promptly notify Shore Bancshares orally and in writing of, and keep it fully and currently informed on, any Talbot Acquisition Proposal or any inquiries with respect thereto, such written notification to include the identity of the Person making such inquiry or Talbot Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Shore Bancshares of the material terms of such Talbot Acquisition Proposal. Talbot Bancshares shall give Shore Bancshares contemporaneous written notice upon engaging in discussions or negotiations with, or providing any information regarding Talbot Bancshares or any of the Talbot Subsidiaries to, any such person regarding a Talbot Acquisition Proposal.
No Solicitation of Other Offers. (a) The Company shall not, nor shall it authorize or permit any Subsidiary of the Company to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of the Company or any Subsidiary of the Company to (i) directly or indirectly solicit, initiate or encourage the submission of, any Alternative Proposal (as defined below), (ii) directly or indirectly enter into or participate or engage in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Proposal or (iii) enter into any agreement with respect to any Alternative Proposal; provided, however, that prior to the Effective Time, to the extent the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt of advice of outside counsel, that such action is necessary to comply with its fiduciary or statutory duties under applicable Law, the Company and its Representatives may, in response to an Alternative Proposal that is reasonably likely to lead to a Superior Proposal, which was not solicited by it following July 2, 2003 and did not otherwise result from a breach of this section, (A) furnish information with respect to the Company to the Person or group making such an Alternative Proposal and its Representatives pursuant to a confidentiality agreement containing terms, including a standstill provision, no less favorable to the Company than the Confidentiality Agreement and (B) participate in discussions and negotiations with such Person or group and its Representatives to the extent required regarding such an Alternative Proposal; provided, however that the Company shall, and shall cause its Subsidiaries and Representatives to, provide Parent with any information to be provided to such Person or group concurrently therewith and provide Parent with at least 24 hour prior notice with respect to any meeting of the Company’s Board of Directors to discuss such an Alternative Proposal. The Company shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Alternative Proposal.
(b) Neither the Board of Directors of the Compan...
No Solicitation of Other Offers. Neither the Company nor any of its Subsidiaries, shall, directly or indirectly, take (and the Company shall not authorize or permit its or its Subsidiaries, officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to encourage, solicit, initiate or, subject to the fiduciary duties of the Board of Directors under applicable law as advised in writing by counsel, participate in any way in discussions or negotiations with, or furnish any information to, any Person (other than EMKT, Top Team or their respective officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger or other business combination, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any Subsidiary or division of the Company. The Company will promptly communicate to EMKT and Top Team the terms of any proposal or inquiry that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with the Company.
No Solicitation of Other Offers. Neither any of the Shareholders nor the Company will, or will permit any of their representatives or agents, directly or indirectly, to entertain, solicit or initiate or enter into discussions, transactions or contractual obligations with, or encourage or provide any information to, any person, entity or business organization (other than the Buyer and its designees) concerning any sale of any or all of the Company, the Business, the Publications, the Shares or the Assets.
No Solicitation of Other Offers. Neither Seller, General Partner, Limited Partner, nor any of their officers, directors, agents, or employees or Representatives will, directly or indirectly, solicit, encourage, assist, initiate discussions or engage in negotiations with, provide any information concerning the operations, properties or assets of Seller, or entertain or enter into any agreement or transaction with, any person, other than Nextera, relating to the possible acquisition of the equity of Seller or any of its assets, except for the sale of assets in the ordinary course of business of Seller consistent with the terms of this Agreement. If such a proposal is 52 received, Seller will promptly notify Nextera of the terms of such proposal and the identity of the party making the proposal.
No Solicitation of Other Offers. Neither Seller, the Stockholders, nor any of their representatives will, directly or indirectly, solicit, encourage, assist, initiate discussions or engage in negotiations with, provide any information to, or enter into any agreement or transaction with, any person or persons, other than Buyer, concerning the possible acquisition of Seller or any of Seller’s assets, except for the sale of assets in the ordinary course of business of Seller consistent with the terms of this Agreement.
No Solicitation of Other Offers. The Shareholder, the Company and the Subsidiaries will not, and will not permit their respective representatives, investment bankers, agents and Affiliates of any of the foregoing to, directly or indirectly, (i) solicit or encourage submission of or any inquiries, proposals or offers by, (ii) participate in any negotiations with, (iii) afford any access to the properties, books or records of the Company or the Subsidiaries, (iv) accept or approve, or (v) otherwise assist, facilitate or encourage, or enter into any Contract with, any Person or group (other than the Purchaser and its Affiliates, agents and representatives), in connection with any Acquisition Proposal. In addition, the Shareholder, the Company and the Subsidiaries will not, and will not permit their respective representatives, investment bankers, agents and Affiliates of any of the foregoing to, directly or indirectly, make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal made by any Person or group (other than the Purchaser). In addition, the Shareholder shall immediately cease, and shall cause the Company and the Subsidiaries to immediately cease, any and all existing activities, discussions or negotiations with any parties with respect to any of the foregoing.
No Solicitation of Other Offers. Holdings shall, and shall use its reasonable efforts to cause its Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, cease any discussions or negotiations with any other Person or Persons that may be ongoing with respect to any Acquisition Proposal. Holdings shall not take, and shall use its commercially reasonable efforts to cause its Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or Affiliates not to take, any action (a) to encourage knowingly, solicit, initiate or -5- facilitate, directly or indirectly, the making or submission of any Acquisition Proposal, (b) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal, (c) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Purchaser) in connection with any Acquisition Proposal, or (d) to facilitate or further in any other manner any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal.
