Certain Actions. (a) None of Bancorp or any Bancorp Subsidiary or their directors, officers or employees (i) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an Acquisition Transaction (as defined below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clause. Bancorp shall immediately instruct and otherwise use its best efforts to cause its agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may provide information at the request of or enter into negotiations with a third party with respect to an Acquisition Transaction if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Westco Bancorp Inc), Agreement and Plan of Reorganization (Maf Bancorp Inc)
Certain Actions. (a) None Each of Bancorp or any Bancorp Subsidiary or their directors, officers or employees Seller and Seller Bank agrees (i) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that neither it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an Acquisition Transaction (as defined below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under nor any of the instances described in this clause. Bancorp shall immediately instruct its officers, directors, employees, agents and otherwise use its best efforts to cause its agents, advisors representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiaryof its subsidiaries) shall initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any Acquisition Proposal (as defined herein) (including, without limitation, any Acquisitions Proposal to its stockholders) or, except as may be required in the exercise of the fiduciary duties of the Board of Directors of the Seller to the Seller or its shareholders after receiving advice from outside counsel and in response to an unsolicited request therefor by a person who a majority of the Board of Directors of the Seller believes intends to submit a Superior Proposal (as defined below), consultants engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; and other representatives to comply with such prohibitions. Bancorp shall immediately (ii) that it will cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding any of the foregoing, Bancorp may provide information at and it will take the request necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 5.7; provided, however, that nothing contained in this Section 5.7 shall prohibit the Seller or enter into negotiations its Board of Directors from taking and disclosing to the Seller's shareholders a position with respect to a tender offer by a third party with respect or from making such disclosure to the Seller's shareholders which, in the judgment of the Board of Directors of the Seller after receiving advice of outside counsel, may be required under applicable law. From and after the execution of this Agreement, each of Seller and Seller Bank shall immediately advise Buyer in writing of the receipt, directly or indirectly, of any inquiries, discussion, negotiations, or proposals, whether oral or written, relating to an Acquisition Transaction Proposal (including the specific terms thereof and the identity of the other party or parties involved) and furnish to Buyer within 24 hours of such receipt an accurate description of all material terms (including any changes or adjustment to such terms as a result of negotiations or otherwise) of any such inquiry, discussion, negotiation or proposal in addition to any information provided to any third party relating thereto. In addition, each of the Seller and Seller Bank shall immediately advise Buyer, in writing, if the Board of Directors of Bancorp determinesthe Seller or Seller Bank shall make any determination as to any Acquisition Proposal.
(b) For purposes of this Agreement: (i) "Acquisition Proposal" means any inquiry, in good faithproposal or offer from any person relating to any direct or indirect acquisition or purchase of 25% or more of any class of equity securities of Seller or Seller Bank, any tender offer or exchange offer that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, if consummated would result in any eventperson beneficially owning 25% or more of any class of equity securities of Seller or Seller Bank, provide any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving Seller or Seller Bank, other than the transactions contemplated by this Agreement, or any other transaction the consummation of which could reasonably be expected to such third party any information impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which it has not provided would reasonably be expected to MAF. Bancorp shall promptly notify MAF orally and in writing in dilute materially the event it receives any such inquiry benefits to Buyer, Buyer Bank or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary Merger Sub of the transactions contemplated hereby; and (ii) "Superior Proposal" means an Acquisition Proposal which a majority of the disinterested directors of Seller determines in its good faith judgment (based on advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇of Seller's independent financial advisor) to be more favorable to the shareholders of Seller than the Merger.
Appears in 1 contract
Sources: Merger Agreement (East Texas Financial Services Inc)
Certain Actions. (a) None Neither Company nor any of Bancorp its Affiliates or any Bancorp Subsidiary or their directors, officers or employees Subsidiaries (i) shall solicit, initiate, participate in discussions or negotiations of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an any Acquisition Transaction Proposal (as defined below) or a potential Acquisition Transaction with respect to itself or any Bancorp SubsidiaryCompany Bank, or (ii) shall enter into any agreement, arrangement, arrangement or understanding (whether written or oral), ) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clauseSection. Bancorp Company shall immediately instruct and otherwise use its reasonable best efforts to cause its directors, officers, employees, agents, advisors (including, without limitation, including any investment banker, attorney or accountant retained by it or any Bancorp Subsidiaryof its subsidiaries), consultants and other representatives to comply with such prohibitions. Bancorp Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may provide information at the request of or enter into negotiations with a third party with respect to an Acquisition Transaction if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp Company shall promptly notify MAF Parent Bank orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries. “Acquisition Proposal” shall, along with a summary respect to Company, mean any of the advice provided by ▇▇▇▇▇▇▇following (other than the Bank Merger): (i) a merger or consolidation or any similar transaction of any company with Company Bank, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇(ii) a purchase, lease or other acquisition of a material portion of the assets of Company Bank (other than Non-Agency Securities), (iii) the purchase of the shares of Company Bank or any substantial portion thereof, or (iv) the filing of an application or notice with the OTS or any other federal or state regulatory authority (which application has been accepted for processing) seeking approval to engage in one or more of the transactions referenced in clauses (i), (ii) and (iii) above.
Appears in 1 contract
Sources: Merger Agreement (Unionbancal Corp)
Certain Actions. (a) None of Bancorp Seller shall not and shall not authorize or permit any Seller Subsidiary or any Bancorp Subsidiary of its or their any of Seller Subsidiary's directors, officers officers, employees, agents, or employees (i) shall representatives to, directly or indirectly, solicit, initiate, respond to or encourage inquiries or proposals with respect to, furnish any information relating to, or participate in any negotiations or discussions or enter into any agreements or understandings concerning, any acquisition, purchase of all or a substantial portion of the assets of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an Acquisition Transaction (as defined below) equity interest in, Seller or a potential Acquisition Transaction Subsidiary (other than with respect to itself Buyer or any Bancorp Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oralan affiliate thereof), regarding any proposal or transaction providing for or requiring it to abandonprovided, terminate or fail to consummate this Agreementhowever, or compensating it or any Bancorp Subsidiary under any of the instances described in this clause. Bancorp shall immediately instruct and otherwise use its best efforts to cause its agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may provide information at the request of or enter into negotiations with a third party with respect to an Acquisition Transaction if that the Board of Directors of Bancorp determinesSeller may furnish such information or participate in such negotiations or discussions with respect to an unsolicited Acquisition Proposal if such Board of Directors, after having consulted with and obtained the advice of outside counsel, has determined by a majority vote that (i) the failure to do the same could reasonably be expected to constitute a breach of fiduciary duties of such directors under applicable Delaware law, (ii) that such proposal is or would be reasonably likely to result in a Superior Offer and (iii) prior to furnishing any information to such individual or entity, Seller shall enter into a confidentiality agreement with such individual or entity that is not less restrictive in any material respect that the Confidentiality Agreement entered into between Buyer and Seller. Seller will promptly inform Buyer orally and in writing of any such request for information or of any such negotiations or discussions, as well as instruct its and its Subsidiaries' directors, officers, representatives and agents to refrain from taking any action prohibited by this Section 5.7(a).
(b) In the event that, prior to the date of the meeting of the shareholders of Seller to vote on this Agreement, the Board of Directors of Seller determines in good faith, that the exercise of after consultation with its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally financial advisor and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary receipt of the advice from outside counsel, that it has received a Superior Offer, it shall notify Buyer in writing of its intent to enter into an acquisition agreement with respect to, or recommend acceptance of, the Superior Offer. Such notice shall specify all of the terms and conditions of such Superior Offer and identify the person making such Superior Offer. Buyer shall have five business days to evaluate and respond to the Seller notice. If Buyer notifies Seller in writing prior to the expiration of the five business day period provided above that it shall increase the Merger Consideration to an amount at least equal to that of such Superior Offer (the "Buyer Proposal"), then Seller shall not be permitted to enter into an acquisition agreement with respect to, or permit its Board of Directors to recommend acceptance to its shareholders of, such Superior Offer. Such notice by ▇▇▇▇▇▇▇Buyer shall specify the new Merger Consideration ("New Merger Consideration"). If Buyer fails to notify Seller in writing prior to the expiration of the five business day period provided above that it shall increase the Merger Consideration to an amount at least equal to that of such Superior Offer, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇then Seller shall be permitted to terminate this Agreement pursuant to Section 7.1(h).
(c) In the event the Superior Offer involves consideration to Seller's shareholders consisting of securities, in whole or in part, the Buyer Proposal shall be deemed to be at least equal to the Superior Offer, if the Buyer Proposal offers cash Merger Consideration that equals or exceeds the consideration being offered to Seller's shareholders in the Superior Offer valuing any securities forming a part of the Superior Offer at its cash equivalent based upon (i) the average closing price or last reported trade price of such securities for the 20 trading days immediately preceding the date of the Buyer Proposal or (ii) the written valuation of such securities by a nationally recognized investment banking firm selected by Buyer if such securities are not traded on a nationally recognized exchange or will be newly issued securities that are not of a class then trading on a nationally recognized exchange. Any written valuation shall be attached as an Exhibit to the Buyer Proposal.
(d) In the event that the Board of Directors of Seller believes in good faith, after consultation with its financial advisor that the New Merger Consideration is not at least equal to the Superior Offer, then Seller can terminate this Agreement pursuant to Section 7.1(h).
Appears in 1 contract
Sources: Merger Agreement (Teche Holding Co)
Certain Actions. (a) None of Bancorp the Company or any Bancorp Company Subsidiary or their directors, officers or employees (i) shall solicit, initiate, participate in discussions of, or encourage or, to their Knowledge, encourage, or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an Acquisition Transaction (as defined below) or a potential Acquisition Transaction with respect to itself the Company or any Bancorp Company Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction Acquisition Transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Company Subsidiary under any of the instances described in this clause. Bancorp The Company shall immediately instruct and otherwise use its best commercially reasonable good faith efforts to cause its agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it the Company or any Bancorp Company Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp upon receipt of a bona fide, written proposal or offer unsolicited after the date hereof made by any Person or group (other than Purchaser or any of its affiliates) with respect to an Acquisition Transaction that the Board of Directors of the Company determines, in good faith, could result in a Superior Proposal (as defined below), the Company may provide information at the request of or enter into negotiations with a third party with respect to an such Acquisition Transaction if the Board of Directors of Bancorp determinesTransaction, in good faithand provided, further, that the exercise of its fiduciary duties Company shall provide to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires Purchaser concurrently any information it to take such action, and, provided further, that Bancorp may not, in any event, provide provides to such third party any information which it has not previously provided to MAFPurchaser. Bancorp The Company shall promptly notify MAF Purchaser orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant material facts relating to such inquiries.
(b) Acquisition Transaction" shall, along with a summary respect to the Company, mean any of the advice provided following: (i) a merger or consolidation, or any similar transaction (other than the Merger) of any company with either the Company or any significant subsidiary (as defined in Rule 1.2 of Regulation S-X of the SEC) (a "Significant Subsidiary") of the Company; (ii) a purchase, lease or other acquisition of all or substantially all the assets of either the Company or any Significant Subsidiary of the Company; (iii) a purchase or other acquisition of "beneficial ownership" by ▇▇▇▇▇▇▇any "person" or "group" (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act) (including by way of merger, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇consolidation, share exchange or otherwise) which would cause such person or group to become the beneficial owner of securities representing 15% or more of the voting power of either the Company or any Significant Subsidiary of the Company; (iv) a tender or exchange offer to acquire securities representing 15% or more of the voting power of the Company; (v) a public proxy or consent solicitation made to stockholders of the Company seeking proxies in opposition to any proposal relating to any of the transactions contemplated by this Agreement that has been recommended by the Board of Directors of the Company; (vi) the filing of an application or notice with the OTS or any other federal or state regulatory authority seeking approval to engage in one or more of the transactions referenced in clauses (i) through (iv) above; or (vii) the making of a bona fide proposal to the Company or its stockholders, by public announcement or written communication, that is or becomes the subject of public disclosure, to engage in one or more of the transactions referenced in clauses (i) through (v) above.
Appears in 1 contract
Sources: Merger Agreement (Maf Bancorp Inc)
Certain Actions. (a) None of Bancorp or any Bancorp Subsidiary or their directors, officers or employees (i) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an Acquisition Transaction (as defined below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clause. Bancorp shall immediately instruct and otherwise use its best efforts Best Efforts to cause its agents, advisors (including, without limitation, including any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitionsprohibition. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may provide information at the request of or enter into negotiations with a third party with respect to an Acquisition Transaction if the Board board of Directors directors of Bancorp determines, in good faith, that the exercise of to fail to do so would be determined to violate its fiduciary duties to Bancorp's stockholders under applicable law, as advised after taking into account advice provided in writing by ▇▇▇▇▇▇▇Vedder, ▇▇▇▇▇▇ Price, Kaufman & ▇▇▇▇▇▇▇▇, requires it to take such actionKammholz, and, provided further, that Bancorp may not, in any event▇▇▇ ▇▇ent, provide to such third party any information which it has not provided to MAFBuyer. Bancorp shall promptly notify MAF Buyer orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇Vedder, ▇▇▇▇▇▇ Price, Kaufman & ▇▇▇▇▇▇▇▇Kammholz.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Success Bancshares Inc)
Certain Actions. (a) None Neither Company, Company Bank nor any of Bancorp or any Bancorp Subsidiary or their directors, officers or employees the Company Subsidiaries (i) shall solicit, initiate, participate in discussions or negotiations of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an any Acquisition Transaction Proposal (as defined below) or a potential Acquisition Transaction with respect to itself itself, or any Bancorp SubsidiaryCompany Bank, or (ii) shall enter into any agreement, arrangement, arrangement or understanding (whether written or oral), ) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clauseSection. Bancorp Company shall immediately instruct and otherwise use its reasonable best efforts to cause its directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiaryof its subsidiaries), consultants and other representatives to comply with such prohibitions. Bancorp Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp Company may provide information at the request of or enter into discussions or negotiations with a third party with respect to an Acquisition Transaction Proposal or provide a recommendation to its stockholders regarding an Acquisition Proposal if the Board of Directors of Bancorp Company determines, in good faithfaith after consultation with counsel, that the exercise of its fiduciary duties to Bancorp's Company’s stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, law requires it to take such action, and, provided further, that Bancorp Company may not, in any event, provide to such third party any information which it has not previously provided to MAFParent Bank unless Company promptly provides such information to Parent. Bancorp Company shall promptly notify MAF Parent Bank orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary . This Section shall not prohibit accurate disclosure by Company in any document (including the Proxy Statement and the Registration Statement) or other disclosure under applicable law if in the opinion of the advice provided Board of Directors of Company, disclosure is appropriate under applicable law.
(b) “Acquisition Proposal” shall, with respect to Company, mean any of the following (other than the Bank Merger, the Company Entities Merger, or the Stock Purchase and Assumption): (i) a merger or consolidation or any similar transaction of any company with Company or Company Bank, (ii) a purchase, lease or other acquisition of a material portion of all the assets of Company, Company Bank or Company Subsidiary, (iii) a purchase or other acquisition of “beneficial ownership” by ▇▇▇▇▇▇▇any “person” or “group” (as such terms are defined in Section 13(d)(3) of the Exchange Act) (including by way of merger, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇consolidation, share exchange or otherwise) which would cause such person or group to become the beneficial owner of securities representing 25% or more of the voting power of either Company or Company Bank, (iv) a tender or exchange offer to acquire securities representing 25% or more of the voting power of Company, (v) a public proxy or consent solicitation made to stockholders of Company seeking proxies in opposition to any proposal relating to any of the transactions contemplated by this Agreement or (vi) the filing of an application or notice with the DFI or any other federal or state regulatory authority (which application has been accepted for processing) seeking approval to engage in one or more of the transactions referenced in clauses (i) through (v) above.
Appears in 1 contract
Certain Actions. (a) None Each party shall cooperate and consult with each other and use reasonable best efforts to consummate and implement the transactions contemplated by this Agreement and the Series B Preferred Stock Articles of Bancorp Amendment. Notwithstanding anything herein to the contrary, the Investor and its Affiliates are not subject to any covenant or agreement under this Agreement to file any Bancorp Subsidiary application or their directors, officers notice under the BHC Act or employees the Change in Bank Control Act of 1978 (ithe “CBC Act”) shall solicit, initiate, participate in discussions of, or encourage or take connection with any other action to facilitate (including by way of the disclosing or furnishing transactions as contemplated by this Agreement and the Series B Preferred Stock Articles of any information that it is not legally obligated Amendment. The Investor and the Corporation will each have the right to disclose or furnish) any inquiry or review in advance, and to the making of any proposal extent practicable each will consult with the other, in each case subject to applicable laws relating to an Acquisition Transaction (as defined below) or a potential Acquisition Transaction the exchange of information, with respect to itself all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Bancorp SubsidiaryGovernmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Corporation shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or by the Series B Preferred Stock Articles of Amendment.
(b) From the date of this Agreement, the Corporation shall take all actions necessary to ensure that none of the execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement and the Series B Preferred Stock Articles of Amendment will constitute a “change in control” or “change of control” within the meaning of any Benefit Plan or otherwise trigger any consequence listed in Section 2.2(o)(5).
(c) Immediately after the date of this Agreement, the Corporation shall (1) file a Form D—Notice of Exempt Sale of Securities with the SEC; (ii) shall enter into any agreement, arrangement, or understanding make all required blue sky filings with the State of North Carolina; and (whether written or oral), regarding any proposal or transaction providing for or requiring it iii) provide a notification to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any the United States Department of the instances described in this clause. Bancorp shall immediately instruct Treasury pursuant to Section 4.5 of that certain Securities Purchase Agreement dated December 5, 2008 between the Corporation and otherwise use its best efforts to cause its agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may provide information at the request of or enter into negotiations with a third party with respect to an Acquisition Transaction if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary United States Department of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇Treasury.
Appears in 1 contract
Sources: Investment Agreement (BNC Bancorp)
Certain Actions. (a) None From the date of Bancorp this Agreement through the Effective Time, except as otherwise permitted by this Section 6.08, NSD will not, and will not authorize or permit any Bancorp Subsidiary or their of its directors, officers officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or employees representatives (collectively, "Representatives") to, directly or indirectly, (i) shall initiate, solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (facilitate, including by way of the disclosing or furnishing of information, any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an Acquisition Transaction Proposal (as defined below) or a potential Acquisition Transaction any inquiries with respect to itself or the making of any Bancorp SubsidiaryAcquisition Proposal, or (ii) shall enter into or participate in any discussions or negotiations with, furnish any information relating to NSD or any of its Subsidiaries or afford access to the business, properties, assets, books or records of NSD or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.01(g), approve, endorse or recommend or enter into any agreement, arrangement, letter of intent or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it similar document or any Bancorp Subsidiary under any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal.
(b) Notwithstanding anything herein to the contrary, NSD and its Board of the instances described in this clause. Bancorp Directors shall immediately instruct and otherwise use its best efforts to cause its agents, advisors be permitted (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of NSD shall not withdraw or modify in a manner adverse to Parent its Approval Recommendation except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to a Superior Proposal (as defined below) by any such prohibitions. Bancorp person, if and only to the extent that (x) NSD's Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would breach its fiduciary duties to NSD's stockholders under applicable law, (y) prior to providing any information or data to any person in connection with a Superior Proposal by any such person, NSD's Board of Directors receives from such person an executed confidentiality agreement, which confidentiality terms shall be no less favorable to NSD than those contained in the Confidentiality Agreement between NSD and Parent, a copy of which executed confidentiality agreement shall have been provided to Parent for informational purposes, and (z) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, NSD promptly notifies Parent in writing of the name of such person and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to Parent, condition or refuse to make its Approval Recommendation (the "Change in NSD Recommendation") if NSD's Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would breach its fiduciary duties to NSD's stockholders under applicable law.
(c) NSD will promptly, and in any event within 24 hours, notify Parent in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same.
(d) NSD agrees that it will, and will cause its Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may provide information at the request any Acquisition Proposal.
(e) For purposes of or enter into negotiations with a third party with respect to an Acquisition Transaction if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇.this Agreement:
Appears in 1 contract
Sources: Merger Agreement (NSD Bancorp Inc)
Certain Actions. (a) None of Bancorp or any Bancorp Subsidiary or their directors, officers or employees TAG and TAG Subco shall:
(i) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an Acquisition Transaction (as defined below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clause. Bancorp shall immediately instruct and otherwise use its best efforts to cause its agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore persons (other than Trans-Orient) with respect to such activities. Notwithstanding any potential Acquisition Proposal (provided that the foregoingforegoing shall not be applicable to future discussions or negotiations in accordance with Article Six), Bancorp may provide information at the request of or enter into negotiations with a not release any third party with respect from any confidentiality agreement to an Acquisition Transaction if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to which such third party is a party, not release any third party from any standstill agreement to which such third party is a party, immediately request the return or destruction of all information which it has not provided to MAF. Bancorp shall any third parties who have entered into a confidentiality agreement with it or any of the TAG Subsidiaries relating to a potential Acquisition Proposal and use all reasonable efforts to ensure that such requests are honoured;
(ii) except as contemplated pursuant to Article Six, not take any action or permit any of the TAG Subsidiaries to take any action that would interfere with or be inconsistent with the completion of the transactions contemplated by this Agreement or would render, or that reasonably may be expected to render, any representation or warranty made by TAG in this Agreement untrue or inaccurate at any time prior to the Effective Time if then made; and
(iii) promptly notify MAF orally and Trans-Orient of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts which could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in writing respect of the business or in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary conduct of the advice provided business of TAG, (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated), (C) any breach by ▇▇▇▇▇▇▇TAG of any covenant or agreement contained in this Agreement, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of TAG or TAG Subco contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate.
Appears in 1 contract
Sources: Arrangement Agreement (Trans-Orient Petroleum Ltd.)
Certain Actions. (a) None From the date of Bancorp this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, PFC will not, and will not authorize or permit any Bancorp Subsidiary or their of its directors, officers officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or employees representatives (collectively, “PFC Representatives”) to, directly or indirectly, (i) shall initiate, solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (facilitate, including by way of the disclosing furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or furnishing of any information that it is not legally obligated inquiries with respect to disclose or furnish) any inquiry or the making of any proposal Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to PFC or any of the PFC Subsidiaries or afford access to the business, properties, assets, books or records of PFC or any of the PFC Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Transaction Proposal.
(b) Notwithstanding anything in this Agreement to the contrary, PFC and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of PFC shall not withdraw or modify in a manner adverse to FNB the PFC Recommendation except as defined set forth in subsection (iii) below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or (ii) shall enter into to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) PFC’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so could reasonably be expected to breach its fiduciary duties under applicable law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, PFC’s Board of Directors receives from such third party an executed confidentiality agreement, arrangementwhich confidentiality terms shall be no less favorable to PFC than those contained in the Confidentiality Agreements between PFC and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or understanding data to any third party or entering into discussions or negotiations with any third party, PFC promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (whether written iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or oralrefuse to make the PFC Recommendation (the “Change in PFC Recommendation”) if PFC’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach its fiduciary duties under applicable law. Notwithstanding any Change of PFC Recommendation, this Agreement shall be submitted to the shareholders of PFC at the PFC Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve PFC of such obligation; provided, however, that if the Board of Directors of PFC shall have effected a Change of PFC Recommendation, then the Board of Directors of PFC may submit this Agreement to PFC’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), regarding in which event the Board of Directors of PFC may communicate the basis for its lack of a recommendation to PFC’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, PFC shall not submit to the vote of its shareholders any proposal or transaction providing for or requiring it Acquisition Proposal other than the Merger prior to abandon, terminate or fail to consummate any termination of this Agreement.
(c) PFC will promptly, or compensating it and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any Bancorp Subsidiary under any of information related thereto, which notification shall describe the instances described in this clause. Bancorp shall immediately instruct Acquisition Proposal and otherwise use its best efforts to identify the third party making the same.
(d) PFC agrees that it will, and will cause its agentsthe PFC Representatives to, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activitiesany Acquisition Proposal. Notwithstanding PFC or its Representatives shall promptly after the foregoing, Bancorp may provide information at the request date of or enter into negotiations with this Agreement instruct each Person which has heretofore executed a third party with respect confidentiality agreement relating to an Acquisition Transaction if Proposal with or for the Board benefit of Directors of Bancorp determinesPFC to promptly return or destroy (which destruction shall be certified in writing by such Person to PFC) all information, in good faithdocuments and materials relating to an Acquisition Proposal or to PFC or its businesses, that the exercise operations or affairs heretofore furnished by PFC or any of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide Representatives to such third party Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in the event it receives possession of such Person or any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary its Representatives.
(e) For purposes of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇.this Agreement:
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Fl/)
Certain Actions. (a) None Except with respect to this Agreement and the transactions contemplated hereby, or otherwise in connection with Parent's termination of Bancorp Parent's acquisition of Global, the Company, Parent and Merger Sub shall not, directly or indirectly, solicit any "Acquisition Proposal," which term, for purposes of this Agreement, shall mean any tender offer or exchange offer or any Bancorp Subsidiary proposal for a merger, acquisition of all of the stock or their directors, officers or employees (i) shall solicit, initiate, participate in discussions assets of, or encourage other business combination involving the acquisition of, such party or take any other action to facilitate (including by way of its subsidiaries, or the acquisition of a substantial equity interest in, or a substantial portion of the disclosing assets of, such party or furnishing any of its respective subsidiaries. The Company, Parent and Merger Sub shall not, directly or indirectly, furnish to any third party any non-public information that it is not legally obligated to disclose furnish, negotiate with respect to, or furnish) enter into any inquiry or agreement with respect to, any Acquisition Proposal, but may communicate information about such an Acquisition Proposal to its stockholders if and to the making extent that it is required to do so in order to comply with its legal obligations. The Company, Parent and Merger Sub, as applicable, shall promptly advise the other parties hereto following the receipt of any proposal relating to an Acquisition Transaction (as defined below) or a potential Acquisition Transaction Proposal and the details thereof, and advise such other parties hereto of any developments with respect to itself or any Bancorp Subsidiarysuch Acquisition Proposal promptly upon the occurrence thereof. The Company, or Parent and Merger Sub shall (iia) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clause. Bancorp shall immediately instruct and otherwise use its best efforts to cause its agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties person or entity conducted heretofore with respect to such activities. Notwithstanding any of the foregoing, Bancorp may provide information at the request of or enter into negotiations with a third party with respect and (b) direct and use its reasonable efforts to an Acquisition Transaction if the Board of Directors of Bancorp determines, in good faith, that the exercise cause all of its fiduciary duties investment bankers, financial advisors, attorneys, accountants, consultants or other representatives not to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, engage in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇foregoing.
Appears in 1 contract
Certain Actions. (a) None Neither Company nor either of Bancorp or any Bancorp Subsidiary or their directors, officers or employees its Subsidiaries (i) shall solicit, initiate, participate in discussions or negotiations of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an any Acquisition Transaction Proposal (as defined below) or a potential Acquisition Transaction with respect to itself itself, or any Bancorp SubsidiaryCompany Bank, or (ii) shall enter into any agreement, arrangement, arrangement or understanding (whether written or oral), ) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clauseSection. Bancorp Company shall immediately instruct and otherwise use its reasonable best efforts to cause its directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiaryof its subsidiaries), consultants and other representatives to comply with such prohibitions. Bancorp Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp Company may provide information at the request of or enter into discussions or negotiations with a third party with respect to an Acquisition Transaction Proposal or provide a recommendation to its stockholders regarding an Acquisition Proposal if the Board of Directors of Bancorp Company determines, in good faithfaith after consultation with counsel, that the exercise of its fiduciary duties to Bancorp's Company’s stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, law requires it to take such action, and, provided further, that Bancorp Company may not, in any event, provide to such third party any information which it has not previously provided to MAFParent Bank unless Company promptly provides such information to Parent. Bancorp Company shall promptly notify MAF Parent Bank orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary . This Section shall not prohibit accurate disclosure by Company in any document (including the Proxy Statement and the Registration Statement) or other disclosure under applicable law if in the opinion of the advice provided Board of Directors of Company, disclosure is appropriate under applicable law.
(b) “Acquisition Proposal” shall, with respect to Company, mean any of the following (other than the Bank Merger, the Company Entities Merger, the Subsidiary Merger or the Op Sub Merger): (i) a merger or consolidation or any similar transaction of any company with Company or Company Bank, (ii) a purchase, lease or other acquisition of a material portion of all the assets Company or Company Bank, (iii) a purchase or other acquisition of “beneficial ownership” by ▇▇▇▇▇▇▇any “person” or “group” (as such terms are defined in Section 13(d)(3) of the Exchange Act) (including by way of merger, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇consolidation, share exchange or otherwise) which would cause such person or group to become the beneficial owner of securities representing 25% or more of the voting power of either Company or Company Bank, (iv) a tender or exchange offer to acquire securities representing 25% or more of the voting power of Company, (v) a public proxy or consent solicitation made to stockholders of Company seeking proxies in opposition to any proposal relating to any of the transactions contemplated by this Agreement or (vi) the filing of an application or notice with the OTS or any other federal or state regulatory authority (which application has been accepted for processing) seeking approval to engage in one or more of the transactions referenced in clauses (i) through (v) above.
Appears in 1 contract
Certain Actions. (a) None From the date of Bancorp this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, YDKN will not, and will not authorize or permit any Bancorp Subsidiary or their of its directors, officers officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or employees representatives (collectively, “YDKN Representatives”) to, directly or indirectly, (i) shall initiate, solicit, initiate, participate in discussions of, or knowingly encourage or take any other action to facilitate (facilitate, including by way of the disclosing furnishing information, any Acquisition Proposal or furnishing of any information that it is not legally obligated inquiries with respect to disclose or furnish) any inquiry or the making of any proposal Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to YDKN or any of the YDKN Subsidiaries or afford access to the business, properties, assets, books or records of YDKN or any of the YDKN Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(i), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Transaction Proposal.
(b) Notwithstanding anything in this Agreement to the contrary, YDKN and its Board of Directors shall be permitted: (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of YDKN shall not withdraw or modify in a manner adverse to FNB the YDKN Recommendation except as defined set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any Third Party in response to a potential bona fide Acquisition Transaction Proposal by any such Third Party, if (x) YDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to itself financial matters, its financial advisor that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law and that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal, (y) prior to providing any information or data to any Third Party in connection with such Acquisition Proposal by any such Third Party, YDKN’s Board of Directors receives from such Third Party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to YDKN than those contained in the Confidentiality Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the YDKN Recommendation (the “Change in YDKN Recommendation”) if YDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor, that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law. Notwithstanding any Change in YDKN Recommendation, this Agreement shall be submitted to the shareholders of YDKN at the YDKN Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve YDKN of such obligation; provided, however, that if the Board of Directors of YDKN shall have effected a Change in YDKN Recommendation, then the Board of Directors of YDKN may submit this Agreement to YDKN’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of YDKN may communicate the basis for its lack of a recommendation to YDKN’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, YDKN shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement.
(c) YDKN will promptly, and in any event within twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any Bancorp Subsidiaryinformation related thereto, or which notification shall include the material terms and conditions of the Acquisition Proposal, and (ii) shall enter into notify FNB in writing of any agreementrelated developments, arrangement, discussions and negotiations on a current basis; including any amendments to or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any revisions of the instances described in this clause. Bancorp shall immediately instruct terms of such Acquisition Proposal.
(d) YDKN agrees that it will, and otherwise will use its reasonable best efforts to cause its agentsthe YDKN Representatives to, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may provide information at the request any Acquisition Proposal.
(e) For purposes of or enter into negotiations with a third party with respect to an Acquisition Transaction if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇.this Agreement:
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Fl/)
Certain Actions. (a) None Neither ▇▇▇▇▇▇▇▇▇▇ (nor any of Bancorp or any Bancorp Subsidiary or their directors, officers or employees its Subsidiaries)
(i) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an any Acquisition Transaction Proposal (as defined below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, of its Subsidiaries or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or understanding (whether written or oral), ) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary of its Subsidiaries under any of the instances described in this clause. Bancorp ▇▇▇▇▇▇▇▇▇▇ and Home Bank shall immediately instruct and otherwise use its their best efforts to cause its their directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney attorney, or accountant retained by it or any Bancorp Subsidiaryof its Subsidiaries), consultants and other representatives to comply with such prohibitions. Bancorp ▇▇▇▇▇▇▇▇▇▇ and Home Bank shall immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp ▇▇▇▇▇▇▇▇▇▇ may provide information at the request of or enter into negotiations with a third party with respect to an Acquisition Transaction Proposal if the Board of Directors of Bancorp ▇▇▇▇▇▇▇▇▇▇ determines, in good faithfaith after consultation with counsel, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇'▇ stockholders under applicable law requires it to take such action, and, provided further, that Bancorp ▇▇▇▇▇▇▇▇▇▇ may not, in any event, provide to such third party any information which it has not provided to MAFCOFI. Bancorp ▇▇▇▇▇▇▇▇▇▇ shall promptly notify MAF COFI orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided . This Section shall not prohibit accurate disclosure by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & in any document (including the Proxy Statement and the Registration Statement) or other disclosure under applicable law if in the opinion of the Board of Directors of ▇▇▇▇▇▇▇▇▇▇, disclosure is appropriate under applicable law.
Appears in 1 contract
Certain Actions. (a) None From the date of Bancorp this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, IRGB will not, and will not authorize or permit any Bancorp Subsidiary or their of its directors, officers officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or employees representatives (collectively, “IRGB Representatives”) to, directly or indirectly, (i) shall initiate, solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (facilitate, including by way of the disclosing furnishing information, any Acquisition Proposal (as defined in Section 6.11(e)(i)) or furnishing of any information that it is not legally obligated inquiries with respect to disclose or furnish) any inquiry or the making of any proposal Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to IRGB or any of its Subsidiaries or afford access to the business, properties, assets, books or records of IRGB or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Transaction Proposal.
(b) Notwithstanding anything herein to the contrary, IRGB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of IRGB shall not withdraw or modify in a manner adverse to FNB the IRGB Recommendation except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal (as defined belowin Section 6.11(e)(ii)) by any such third party, if and only to the extent that (x) IRGB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so could reasonably be expected to breach its fiduciary duties under applicable law, (y) prior to providing any information or data to any third party in connection with a potential Superior Proposal by any such third party, IRGB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to IRGB than those contained in the Confidentiality Agreement between IRGB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 72 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, IRGB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the IRGB Recommendation (the “Change in IRGB Recommendation”) if IRGB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach its fiduciary duties under applicable law.
(c) IRGB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Transaction with respect to itself Proposal or any Bancorp Subsidiaryinformation related thereto, or which notification shall describe the Acquisition Proposal and identify the third party making the same.
(iid) shall enter into any agreementIRGB agrees that it will, arrangementand will cause the IRGB Representatives to, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clause. Bancorp shall immediately instruct and otherwise use its best efforts to cause its agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may provide information at the request any Acquisition Proposal.
(e) For purposes of or enter into negotiations with a third party with respect to an Acquisition Transaction if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇.this Agreement:
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Fl/)
Certain Actions. (a) None From the date of Bancorp this Agreement through the Effective Time, except as otherwise permitted by this Section 8.10, UNNF will not, and will not authorize or permit any Bancorp Subsidiary or their of its directors, officers officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or employees representatives (collectively, “UNNF Representatives”) to, directly or indirectly, (i) shall initiate, solicit, initiate, participate in discussions of, or knowingly encourage or take any other action to facilitate (facilitate, including by way of the disclosing furnishing information, any Acquisition Proposal as defined in Section 8.10(e)(i) or furnishing of any information that it is not legally obligated inquiries with respect to disclose or furnish) any inquiry or the making of any proposal Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to UNNF or any UNNF Subsidiary or afford access to the business, properties, assets, books or records of UNNF or any UNNF Subsidiary to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 10.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Transaction Proposal.
(b) Notwithstanding anything herein to the contrary, UNNF and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of UNNF shall not withdraw or modify in a manner adverse to DFSC the UNNF Recommendation except as defined set forth in subsection (iii) below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or ; (ii) shall enter into to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal as defined in Section 8.10(e)(ii) by any such third party, if and only to the extent that (x) UNNF’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so could reasonably be expected to breach its fiduciary duties under applicable law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, UNNF’s Board of Directors receives from such third party an executed confidentiality agreement, arrangementwhich confidentiality terms shall be no less favorable to UNNF than those contained in the Confidentiality Agreement between UNNF and DMIC, a copy of which executed confidentiality agreement shall have been provided to DFSC for informational purposes and (z) at least 72 hours prior to providing any information or understanding data to any third party or entering into discussions or negotiations with any third party, UNNF promptly notifies DFSC in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (whether written iii) to withdraw, modify, qualify in a manner adverse to DFSC, condition or oral)refuse to make the UNNF Recommendation (the “Change in UNNF Recommendation”) if UNNF’s Board of Directors concludes in good faith, regarding after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach its fiduciary duties under applicable law.
(c) UNNF will promptly, and in any proposal or transaction providing for or requiring it to abandonevent within 24 hours, terminate or fail to consummate this Agreement, or compensating it notify DFSC in writing of the receipt of any Acquisition Proposal or any Bancorp Subsidiary under any of information related thereto, which notification shall describe the instances described in this clause. Bancorp shall immediately instruct Acquisition Proposal and otherwise use its best efforts to identify the third party making the same.
(d) UNNF agrees that it will, and will cause its agentsthe UNNF Representatives to, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may provide information at the request any Acquisition Proposal.
(e) For purposes of or enter into negotiations with a third party with respect to an Acquisition Transaction if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇.this Agreement:
Appears in 1 contract
Sources: Merger Agreement (Donegal Group Inc)
Certain Actions. (a) None From the date of Bancorp this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, BCSB will not, and will not authorize or permit any Bancorp Subsidiary or their of its directors, officers officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or employees representatives (collectively, “BCSB Representatives”) to, directly or indirectly, (i) shall initiate, solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (facilitate, including by way of the disclosing furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or furnishing of any information that it is not legally obligated inquiries with respect to disclose or furnish) any inquiry or the making of any proposal Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to BCSB or any of the BCSB Subsidiaries or afford access to the business, properties, assets, books or records of BCSB or any of the BCSB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Transaction Proposal.
(b) Notwithstanding anything in this Agreement to the contrary, BCSB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of BCSB shall not withdraw or modify in a manner adverse to FNB the BCSB Recommendation except as defined set forth in subsection (iii) below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or (ii) shall enter into to engage in any agreementdiscussions or negotiations with, arrangementand provide any information to, and afford access to the business, properties, assets, books or understanding (whether written records of BCSB or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clause. Bancorp shall immediately instruct and otherwise use its best efforts to cause its agents, advisors (including, without limitationBCSB Subsidiaries to, any investment bankerthird party in response to a Superior Proposal, attorney as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) BCSB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably expected to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or accountant retained data to any third party in connection with a Superior Proposal by it any such third party, BCSB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to BCSB than those contained in the confidentiality agreement between BCSB and FNB dated as of April 6, 2013, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes, and (z) at least one business day prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, BCSB has notified FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal, and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the BCSB Recommendation (the “Change in BCSB Recommendation”) if BCSB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change in BCSB Recommendation, this Agreement shall be submitted to the shareholders of BCSB at the BCSB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve BCSB of such obligation; provided, however, that if the Board of Directors of BCSB shall have effected a Change in BCSB Recommendation, then the Board of Directors of BCSB may submit this Agreement to BCSB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of BCSB may communicate the basis for its lack of a recommendation to BCSB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, BCSB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement.
(c) BCSB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any Bancorp Subsidiary)information related thereto, consultants which notification shall describe the Acquisition Proposal and other representatives to comply with such prohibitions. Bancorp shall identify the third party making the same.
(d) BCSB agrees that it will, and will cause the BCSB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activitiesany Acquisition Proposal. Notwithstanding BCSB or its Representatives shall promptly after the foregoing, Bancorp may provide information at the request date of or enter into negotiations with this Agreement instruct each Person which has heretofore executed a third party with respect confidentiality agreement relating to an Acquisition Transaction if Proposal with or for the Board benefit of Directors of Bancorp determinesBCSB to promptly return or destroy (which destruction shall be certified in writing by such Person to BCSB) all information, in good faithdocuments and materials relating to an Acquisition Proposal or to BCSB or its businesses, that the exercise operations or affairs heretofore furnished by BCSB or any of its fiduciary duties Representatives to Bancorp's stockholders under applicable lawsuch Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person, and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives.
(e) For purposes of this Agreement:
(i) The term “Acquisition Proposal” means, other than the transactions this Agreement contemplates, any inquiry, proposal or offer, filing of any regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing by or from any Person relating to any (A) direct or indirect acquisition or purchase of a business that constitutes a substantial, i.e., 20% or more, portion of the net revenues, net income or net assets of BCSB and the BCSB Subsidiaries, taken as advised a whole, (B) direct or indirect acquisition or purchase of shares of BCSB Common Stock after the date of this Agreement by ▇▇▇▇▇▇▇a Person who on the date of this Agreement does not own 10% or more of BCSB Common Stock and such Person by reason of such purchase or acquisition first becomes the owner of 15% or more of BCSB Common Stock after the date of this Agreement, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇or the direct or indirect acquisition or purchase of 5% or more of BCSB Common Stock after the date of this Agreement by a Person who on the date of this Agreement owns 10% or more of BCSB Common Stock, requires it to take such action, and, provided further, (C) tender offer or exchange offer that Bancorp may not, if consummated would result in any eventPerson beneficially owning 15% or more of any class of equity securities of BCSB or (D) merger, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in the event it receives any such inquiry consolidation, business combination, recapitalization, liquidation, dissolution or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇similar transaction involving BCSB.
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Fl/)
Certain Actions. (a) None From the date of Bancorp this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, YDKN will not, and will not authorize or permit any Bancorp Subsidiary or their of its directors, officers officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or employees representatives (collectively, “YDKN Representatives”) to, directly or indirectly, (i) shall initiate, solicit, initiate, participate in discussions of, or knowingly encourage or take any other action to facilitate (facilitate, including by way of the disclosing furnishing information, any Acquisition Proposal or furnishing of any information that it is not legally obligated inquiries with respect to disclose or furnish) any inquiry or the making of any proposal Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to YDKN or any of the YDKN Subsidiaries or afford access to the business, properties, assets, books or records of YDKN or any of the YDKN Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(i), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Transaction Proposal.
(b) Notwithstanding anything in this Agreement to the contrary, YDKN and its Board of Directors shall be permitted: (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of YDKN shall not withdraw or modify in a manner adverse to FNB the YDKN Recommendation except as defined set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any Third Party in response to a potential bona fide Acquisition Transaction Proposal by any such Third Party, if (x) YDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to itself financial matters, its financial advisor that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law and that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal, (y) prior to providing any information or data to any Third Party in connection with such Acquisition Proposal by any such Third Party, YDKN’s Board of Directors receives from such Third Party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to YDKN than those contained in the Confidentiality Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the YDKN Recommendation (the “Change in YDKN Recommendation”) if YDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor, that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law. Notwithstanding any Change in YDKN Recommendation, this Agreement shall be submitted to the shareholders of YDKN at the YDKN Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve YDKN of such obligation; provided, however, that if the Board of Directors of YDKN shall have effected a Change in YDKN Recommendation, then the Board of Directors of YDKN may submit this Agreement to YDKN’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of YDKN may communicate the basis for its lack of a recommendation to YDKN’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, YDKN shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement.
(c) YDKN will promptly, and in any event within twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any Bancorp Subsidiaryinformation related thereto, or which notification shall include the material terms and conditions of the Acquisition Proposal, and (ii) shall enter into notify FNB in writing of any agreementrelated developments, arrangement, discussions and negotiations on a current basis; including any amendments to or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any revisions of the instances described in this clause. Bancorp shall immediately instruct terms of such Acquisition Proposal.
(d) YDKN agrees that it will, and otherwise will use its reasonable best efforts to cause its agentsthe YDKN Representatives to, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal.
(e) For purposes of this Agreement:
(i) The term “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing by or from any Person relating to any (A) direct or indirect acquisition or purchase of a business that constitutes 20% or more of the total revenues, net income or total assets of YDKN and the YDKN Subsidiaries, taken as a whole, (B) direct or indirect acquisition or purchase of the shares of YDKN Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 20% or more of the shares of YDKN Common Stock and such activities. Notwithstanding Person by reason of such purchase or acquisition first becomes the foregoingowner of 20% or more of the shares of YDKN Common Stock after the date of this Agreement, Bancorp may provide information at the request of (C) tender offer or enter into negotiations with a third party with respect to an Acquisition Transaction exchange offer that if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, consummated would result in any eventPerson beneficially owning 20% or more of any class of equity securities of YDKN or (D) merger, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving YDKN other than the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇transactions this Agreement contemplates.
Appears in 1 contract
Certain Actions. (a) None of Bancorp or any Bancorp Subsidiary or their directors, officers or employees Neither BBI (nor BBI Bank) (i) shall --------------- solicit, initiate, participate in discussions of, or encourage or take any other action action, directly or indirectly, to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an any Acquisition Transaction (as defined below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, BBI Bank or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action, directly or indirectly, to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or understanding (whether written or oral), ) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary BBI Bank under any of the instances described in this clause. Bancorp BBI shall immediately instruct and otherwise use its best efforts to cause its directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney attorney, or accountant retained by it or any Bancorp SubsidiaryBBI Bank), consultants and other representatives to comply with such prohibitions. Bancorp BBI shall immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp BBI and BBI Bank may provide information at the request of or of, and/or enter into negotiations with with, a third party with respect to an Acquisition Transaction if and only if the Board of Directors of Bancorp determinesBBI shall be advised in a written opinion of Silver, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it L.L.P., or other firm of outside counsel reasonably acceptable to take such action, and, provided furtherFCN, that Bancorp may not, such action is advisable in any event, provide order for the Board of Directors of BBI to such third party any information act in a manner which it has not provided to MAFis consistent with its fiduciary obligations under Delaware law. Bancorp BBI shall promptly notify MAF FCN orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries. This Section shall not prohibit compliance with Rules 14d-9 and 14e-2 under the Securities Exchange Act (or with any other applicable laws, along with a summary regulations or directives of any public authorities) and shall not prohibit accurate disclosure by BBI in any document (including the Proxy Statement and the Registration Statement) or other disclosure under applicable law if, in the reasonable judgement of the Board of Directors of BBI, upon advice provided by ▇▇▇▇▇▇▇of counsel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇disclosure is appropriate under applicable law.
Appears in 1 contract
Certain Actions. (a) None From the date of Bancorp this Agreement through the Effective Time, except as otherwise permitted by this Section 8.10, UNNF will not, and will not authorize or permit any Bancorp Subsidiary or their of its directors, officers officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or employees representatives (collectively, "UNNF Representatives") to, directly or indirectly, (i) shall initiate, solicit, initiate, participate in discussions of, or knowingly encourage or take any other action to facilitate (facilitate, including by way of the disclosing furnishing information, any Acquisition Proposal as defined in Section 8.10(e)(i) or furnishing of any information that it is not legally obligated inquiries with respect to disclose or furnish) any inquiry or the making of any proposal Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to UNNF or any UNNF Subsidiary or afford access to the business, properties, assets, books or records of UNNF or any UNNF Subsidiary to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 10.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Transaction Proposal.
(b) Notwithstanding anything herein to the contrary, UNNF and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of UNNF shall not withdraw or modify in a manner adverse to DFSC the UNNF Recommendation except as defined set forth in subsection (iii) below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or ; (ii) shall enter into to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal as defined in Section 8.10(e)(ii) by any such third party, if and only to the extent that (x) UNNF's Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so could reasonably be expected to breach its fiduciary duties under applicable law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, UNNF's Board of Directors receives from such third party an executed confidentiality agreement, arrangementwhich confidentiality terms shall be no less favorable to UNNF than those contained in the Confidentiality Agreement between UNNF and DMIC, a copy of which executed confidentiality agreement shall have been provided to DFSC for informational purposes and (z) at least 72 hours prior to providing any information or understanding data to any third party or entering into discussions or negotiations with any third party, UNNF promptly notifies DFSC in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (whether written iii) to withdraw, modify, qualify in a manner adverse to DFSC, condition or oral)refuse to make the UNNF Recommendation (the "Change in UNNF Recommendation") if UNNF's Board of Directors concludes in good faith, regarding after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach its fiduciary duties under applicable law.
(c) UNNF will promptly, and in any proposal or transaction providing for or requiring it to abandonevent within 24 hours, terminate or fail to consummate this Agreement, or compensating it notify DFSC in writing of the receipt of any Acquisition Proposal or any Bancorp Subsidiary under any of information related thereto, which notification shall describe the instances described in this clause. Bancorp shall immediately instruct Acquisition Proposal and otherwise use its best efforts to identify the third party making the same.
(d) UNNF agrees that it will, and will cause its agentsthe UNNF Representatives to, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal.
(e) For purposes of this Agreement:
(i) The term "Acquisition Proposal" means any inquiry, proposal or offer, filing of any regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing from any person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes a substantial, i.e., 20% or more, portion of the net revenues, net income or net assets of UNNF and the UNNF Subsidiaries, taken as a whole, (x) direct or indirect acquisition or purchase of UNNF Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 10% or more of UNNF Common Stock and such activities. Notwithstanding Person by reason of such purchase or acquisition first becomes the foregoingowner of 10% or more of UNNF Common Stock after the date of this Agreement or the direct or indirect acquisition or purchase of 5% or more of UNNF Common Stock after the date of this Agreement by a Person who on the date of this Agreement owns 10% or more of UNNF Common Stock, Bancorp may provide information at the request of (y) tender offer or enter into negotiations with a third party with respect to an Acquisition Transaction exchange offer that if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, consummated would result in any eventPerson beneficially owning 10% or more of any class of equity securities of UNNF or (z) merger, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving UNNF other than the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇transactions this Agreement contemplates.
Appears in 1 contract
Sources: Merger Agreement (Union National Financial Corp / Pa)
Certain Actions. (a) None From the date of Bancorp this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, HBI will not, and will not authorize or permit any Bancorp Subsidiary or their of its directors, officers officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or employees representatives (collectively, “HBI Representatives”) to, directly or indirectly, (i) shall initiate, solicit, initiate, participate in discussions of, or knowingly encourage or take any other action to facilitate (facilitate, including by way of the disclosing furnishing information, any Acquisition Proposal or furnishing of any information that it is not legally obligated inquiries with respect to disclose or furnish) any inquiry or the making of any proposal Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to HBI or any of the HBI Subsidiaries or afford access to the business, properties, assets, books or records of HBI or any of the HBI Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(f), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Transaction Proposal.
(b) Notwithstanding anything in this Agreement to the contrary, HBI and its Board of Directors shall be permitted: (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of HBI shall not withdraw or modify in a manner adverse to FNB the HBI Recommendation except as defined set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any Third Party in response to a potential bona fide Acquisition Transaction Proposal by any such Third Party, if (x) HBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to itself financial matters, its financial advisor that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law and that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal, (y) prior to providing any information or data to any Third Party in connection with such Acquisition Proposal by any such Third Party, HBI’s Board of Directors receives from such Third Party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to HBI than those contained in the Confidentiality Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the HBI Recommendation (the “Change in HBI Recommendation”) if HBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor, that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law. Notwithstanding any Change in HBI Recommendation, this Agreement shall be submitted to the shareholders of HBI at the HBI Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve HBI of such obligation; provided, however, that if the Board of Directors of HBI shall have effected a Change in HBI Recommendation, then the Board of Directors of HBI may submit this Agreement to HBI’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of HBI may communicate the basis for its lack of a recommendation to HBI’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, HBI shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement.
(c) HBI will promptly, and in any event within twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any Bancorp Subsidiaryinformation related thereto, or which notification shall include the material terms and conditions of the Acquisition Proposal, and (ii) shall enter into notify FNB in writing of any agreementrelated developments, arrangement, discussions and negotiations on a current basis; including any amendments to or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any revisions of the instances described in this clause. Bancorp shall immediately instruct terms of such Acquisition Proposal.
(d) HBI agrees that it will, and otherwise will use its reasonable best efforts to cause its agentsthe HBI Representatives to, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal.
(e) For purposes of this Agreement:
(i) The term “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing by or from any Person relating to any (A) direct or indirect acquisition or purchase of a business that constitutes 20% or more of the total revenues, net income or total assets of HBI and the HBI Subsidiaries, taken as a whole, (B) direct or indirect acquisition or purchase of the shares of HBI Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 20% or more of the shares of HBI Common Stock and such activities. Notwithstanding Person by reason of such purchase or acquisition first becomes the foregoingowner of 20% or more of the shares of HBI Common Stock after the date of this Agreement, Bancorp may provide information at the request of (C) tender offer or enter into negotiations with a third party with respect to an Acquisition Transaction exchange offer that if the Board of Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, consummated would result in any eventPerson beneficially owning 20% or more of any class of equity securities of HBI or (D) merger, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing in consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving HBI other than the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary of the advice provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇transactions this Agreement contemplates.
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Pa/)
Certain Actions. (a) None Except with respect to this Agreement and the transactions contemplated hereby, neither PFI nor any of Bancorp or any Bancorp Subsidiary or their its directors, officers officers, agents, Affiliates or employees representatives (icollectively, “Representatives”) shall solicitshall, directly or indirectly, initiate, participate in discussions ofsolicit, or encourage or take any other action to knowingly facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnishinformation) any inquiry inquiries with respect to or the making of any proposal relating Acquisition Proposal. Notwithstanding the foregoing, PFI may provide any public information to an Acquisition Transaction any corporation, association, partnership, person or other entity or group that requests such information without being solicited by or on behalf of PFI after notification to the Buyer of such request.
(as defined belowb) or a potential Acquisition Transaction with respect to itself or any Bancorp SubsidiaryPFI agrees that it will, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this clause. Bancorp shall immediately instruct and otherwise use its best efforts to will cause its agentsRepresentatives to, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and other representatives to comply with such prohibitions. Bancorp shall immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations existing as of the date hereof with any parties conducted heretofore with respect to such activitiesany Acquisition Proposal.
(c) PFI shall promptly communicate to Buyer the terms of any Acquisition Proposal it receives. Notwithstanding the foregoingPFI may, Bancorp may provide information at the request of or enter into negotiations with a third party in response to an unsolicited written proposal with respect to an Acquisition Transaction Proposal 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, and recommend the approval of such Acquisition Proposal, in each case, only if PFI’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 PFI’s Board of Directors in connection with seeking an Acquisition Proposal. In the event that PFI enters into an agreement with respect to such an Acquisition Proposal, it may terminate this Agreement.
(d) In the event PFI’s Board of Directors, after consultation with its financial advisors and outside legal counsel, determines in good faith that it would result in a violation of its fiduciary duties under applicable law to recommend this Agreement and the Merger to PFI’s stockholders for their approval, then in submitting this Agreement to the stockholders at the meeting of stockholders, PFI may submit this Agreement without recommendation of approval, in which case the Board of Directors may communicate the basis for its lack of Bancorp determines, in good faith, that a recommendation of approval to the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly notify MAF orally and in writing shareholders in the event it receives any such inquiry proxy statement or proposal and shall provide reasonable detail of all relevant facts relating an appropriate amendment or supplement thereto to such inquiries, along with a summary of the advice provided extent required by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pelican Financial Inc)
Certain Actions. (a) None Neither Have▇▇▇▇▇▇ (▇▇r any of Bancorp or any Bancorp Subsidiary or their directors, officers or employees its Subsidiaries)
(i) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an any Acquisition Transaction Proposal (as defined below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, of its Subsidiaries or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or understanding (whether written or oral), ) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary of its Subsidiaries under any of the instances described in this clause. Bancorp Have▇▇▇▇▇▇ ▇▇▇ Home Bank shall immediately instruct and otherwise use its their best efforts to cause its their directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney attorney, or accountant retained by it or any Bancorp Subsidiaryof its Subsidiaries), consultants and other representatives to comply with such prohibitions. Bancorp Have▇▇▇▇▇▇ ▇▇▇ Home Bank shall immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp may Have▇▇▇▇▇▇ ▇▇▇ provide information at the request of or enter into negotiations with a third party with respect to an Acquisition Transaction Proposal if the Board of Directors of Bancorp determinesHave▇▇▇▇▇▇ ▇▇▇ermines, in good faithfaith after consultation with counsel, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by Have▇▇▇▇▇▇▇, ▇▇▇▇▇'▇ & ▇▇▇▇▇▇▇▇, stockholders under applicable law requires it to take such action, and, provided further, that Bancorp may Have▇▇▇▇▇▇ ▇▇▇ not, in any event, provide to such third party any information which it has not provided to MAFCOFI. Bancorp shall Have▇▇▇▇▇▇ ▇▇▇ll promptly notify MAF COFI orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along with a summary . This Section shall not prohibit accurate disclosure by Have▇▇▇▇▇▇ ▇▇ any document (including the Proxy Statement and the Registration Statement) or other disclosure under applicable law if in the opinion of the advice provided by ▇Board of Directors of Have▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇sclosure is appropriate under applicable law.
Appears in 1 contract
Sources: Merger Agreement (Haverfield Corp)
Certain Actions. (a) None Neither Company nor any of Bancorp or any Bancorp Subsidiary or their directors, officers or employees its Subsidiaries (i1) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to an any Acquisition Transaction Proposal (as defined below) or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, of its Subsidiaries or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take ally other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or understanding (whether written or oral), ) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, or compensating it or any Bancorp Subsidiary of its Subsidiaries under any of the instances described in this clause. Bancorp Company and Company Bank shall immediately instruct and otherwise use its their best efforts to cause its their directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney attorney, or accountant retained by it or any Bancorp Subsidiaryof its Subsidiaries), consultants and other representatives to comply with such prohibitions. Bancorp Company and Company Bank shall immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any parties conducted heretofore with respect to such activities. Notwithstanding the foregoing, Bancorp Company may provide information at the request of or enter into negotiations with a third party with respect to an Acquisition Transaction Proposal if the Board of Directors of Bancorp Company determines, in good faithfaith after consultation with counsel, that the exercise of its fiduciary duties to Bancorp's stockholders Company’s shareholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, law requires it to take such action, and, provided further, that Bancorp Company may not, in any event, provide to such third party any information which it has not provided to MAFParent. Bancorp Company shall promptly notify MAF Parent orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries, along This Section shall not prohibit accurate disclosure by Company in any document (including any proxy statement prepared by Company’s in connection with a summary the Company Shareholders’ Meeting) or other disclosure under applicable law if in the opinion of the advice provided by ▇▇▇▇▇▇▇Board of Directors of Company, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇disclosure is appropriate under applicable law.
Appears in 1 contract