Common use of Discussions with Third Parties Clause in Contracts

Discussions with Third Parties. 5.1.1 Until the earlier of the Effective Time or the termination of this Agreement, Eldorado (a) shall not, and shall instruct its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and (b) except as expressly permitted by Section 5.1.2 or Section 5.1.3, shall not, and shall instruct its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than CSBI and Merger Sub. Eldorado shall notify CSBI promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated (or continued) with, directly or indirectly, Eldorado or any of its Representatives, and shall disclose to CSBI the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions of such Strategic Transaction Proposal and such other information as CSBI reasonably may request; PROVIDED, HOWEVER, that if Eldorado receives a Strategic Transaction Proposal and the foregoing disclosure of such Proposal to CSBI would violate a confidentiality agreement by which Eldorado is bound, Eldorado (a) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement, (b) shall return such Strategic Transaction Proposal to the initiating party without substantive response (together with, if so elected by Eldorado, a copy of this Section 5.1), and (c) to the extent such disclosure has not been made under clause (a), shall notify CSBI that a Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. Without limiting the foregoing, it is understood and agreed that any failure by any of Eldorado's Representatives to abide by the limitations set forth in this Section 5.1 shall constitute a breach of this Section 5.1 by Eldorado regardless of whether such Representative's actions were authorized by or purported to be undertaken on behalf of Eldorado.

Discussions with Third Parties. 5.1.1 Until the earlier of the Effective Time or the termination of this Agreement, Eldorado (a) Asiana (a) shall not, and shall instruct and cause each of its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and and, (b) except as expressly permitted by Section 5.1.2 or Section 5.1.35.1(b), shall not, and shall instruct and cause each of its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than CSBI and Merger Subthe Bank. Eldorado Asiana shall notify CSBI the Bank promptly (and in any event within 24 hours) after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated (or continued) with, directly or indirectly, Eldorado Asiana or any of its Representatives, and shall disclose to CSBI the Bank the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions of such Strategic Transaction Proposal thereof and such other information as CSBI the Bank reasonably may request; PROVIDEDprovided, HOWEVERhowever, that if Eldorado Asiana receives a Strategic Transaction Proposal and the foregoing disclosure of such Strategic Transaction Proposal to CSBI the Bank would violate a confidentiality agreement by which Eldorado Asiana is bound, Eldorado (a) Asiana shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement. Asiana represents and warrants to the Bank that Asiana is not subject to any such confidentiality agreement. (b) Notwithstanding Section 5.1(a), following receipt of a Qualifying Strategic Transaction Proposal, neither Asiana nor any of its Representatives shall be prohibited from (a) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to the Bank, provided the third party shall have entered into a confidentiality agreement substantially similar to the confidentiality provisions of Section 5.3(b) hereof, (b) shall return such making disclosure of the Qualifying Strategic Transaction Proposal to the initiating party without substantive response (together withits shareholders, if so elected by Eldorado, a copy of this Section 5.1), and or (c) subject to the extent such disclosure has not been made terms of Article 7 of this Agreement, terminating this Agreement. A "Qualifying Strategic Transaction Proposal" shall mean a bona fide written Strategic Transaction Proposal with respect to which the Board of Directors shall have determined, after consultation with Asiana's counsel, that the action by Asiana contemplated under either clause (a), shall notify CSBI (b) or (c), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the Asiana Shareholders, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by Asiana to the effect that a the financial terms of such Strategic Transaction Proposal has been received and that the same has been returned are, from such shareholders' perspective, financially superior to the initiating party without substantive response. Without limiting Per Share Merger Consideration. (c) In the foregoingevent that Asiana receives a Qualifying Strategic Transaction Proposal, it is understood shall, within ten (10) Business Days of its receipt thereof, give notice to the Bank either (i) reaffirming Asiana's intent to proceed under this Agreement and agreed that to consummate the Merger, or (ii) terminating this Agreement pursuant to Section 7. If Asiana does not, within such ten (10) Business Day-period, either expressly reaffirm its intent to proceed under this Agreement or terminate this Agreement pursuant to Section 7, the Bank may at any failure by any of Eldorado's Representatives time within thirty (30) days thereafter terminate this Agreement pursuant to abide by the limitations set forth in this Section 5.1 shall constitute a breach of this Section 5.1 by Eldorado regardless of whether such Representative's actions were authorized by or purported to be undertaken on behalf of Eldorado7.

Discussions with Third Parties. 5.1.1 Until the earlier of the Effective Time or the termination of this Agreement, Eldorado 4.1.1 TNB (a) shall not, and shall instruct and cause each of its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and and, (b) except as expressly permitted by Section 5.1.2 or Section 5.1.34.1.2, shall not, and shall instruct and cause each of its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than CSBI and Merger SubSierra. Eldorado TNB shall notify CSBI Sierra promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated (or continued) with, directly or indirectly, Eldorado TNB or any of its Representatives, and shall disclose to CSBI Sierra the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions thereof and such other information as Sierra reasonably may request. 4.1.2 Notwithstanding Section 4.1.1, following receipt of a Qualifying Strategic Transaction Proposal, neither TNB nor any of its Representatives shall be prohibited from (a) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to Sierra, provided the third party shall have entered into a confidentiality agreement substantially similar to the confidentiality provisions of Section 4.3 hereof, (b) taking and disclosing to the TNB Shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act or otherwise making disclosure of the Qualifying Strategic Transaction Proposal to its shareholders, or (c) subject to the terms of Section 6.4.2 of this Agreement, terminating this Agreement. A "Qualifying Strategic Transaction Proposal" shall mean a bona fide written Strategic Transaction Proposal with respect to which the Board of Directors shall have determined, after consultation with TNB's counsel, that the action by TNB contemplated under either clause (a), (b) or (c), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the TNB Shareholders, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by TNB to the effect that the financial terms of such Strategic Transaction Proposal and are, from such other information as CSBI reasonably may request; PROVIDEDshareholders' perspective, HOWEVER, that if Eldorado receives a Strategic Transaction Proposal and the foregoing disclosure of such Proposal to CSBI would violate a confidentiality agreement by which Eldorado is bound, Eldorado (a) shall make the foregoing disclosure only financially superior to the maximum extent permissible under such confidentiality agreement, (b) shall return such Strategic Transaction Proposal to the initiating party without substantive response (together with, if so elected by Eldorado, a copy of this Section 5.1), and (c) to the extent such disclosure has not been made under clause (a), shall notify CSBI that a Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. Without limiting the foregoing, it is understood and agreed that any failure by any of Eldorado's Representatives to abide by the limitations set forth in this Section 5.1 shall constitute a breach of this Section 5.1 by Eldorado regardless of whether such Representative's actions were authorized by or purported to be undertaken on behalf of EldoradoConsideration.

Discussions with Third Parties. 5.1.1 Until the earlier of the Effective Time or the termination of this Agreement, Eldorado 4.1.1 Palomar and Community (a) shall not, and shall instruct its and cause each of their Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and and, (b) except as expressly permitted by Section 5.1.2 or Section 5.1.3, shall not, and shall instruct its and cause each of their Representatives not to, furnish any non-public nonpublic information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than CSBI Centennial. Palomar and Merger Sub. Eldorado Community shall notify CSBI Centennial promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated (or continued) with, directly or indirectly, Eldorado Community or any of its Representatives, and shall disclose to CSBI Centennial the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions thereof and such other information as Centennial reasonably may request. 4.1.2 Not withstanding Section 4.1.1, following receipt of a Qualifying Strategic Transaction Proposal, neither Palomar, Community nor any of their Representatives shall be prohibited from (a) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to Centennial, provided the third party shall have entered into a confidentiality agreement substantially similar to the confidentiality provisions of Section 4.2.3 hereof, (b) taking and disclosing to the Community Shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act or otherwise making disclosure of the Qualifying Strategic Transaction Proposal to its shareholders, or (c) subject to the terms of Section 6.4.2 of this Agreement, terminating this Agreement. A "QUALIFYING STRATEGIC TRANSACTION PROPOSAL" shall mean a bona fide written Strategic Transaction Proposal with respect to which the Board of Directors shall have determined, after consultation with Community's counsel, that the action by Community contemplated under either clause (a), (b) or (c), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the Community Shareholders, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by Community to the effect that the financial terms of such Strategic Transaction Proposal and are, from such other information as CSBI reasonably may request; PROVIDEDshareholders' perspective, HOWEVER, that if Eldorado receives a Strategic Transaction Proposal and the foregoing disclosure of such Proposal to CSBI would violate a confidentiality agreement by which Eldorado is bound, Eldorado (a) shall make the foregoing disclosure only financially superior to the maximum extent permissible under such confidentiality agreement, (b) shall return such Strategic Transaction Proposal to the initiating party without substantive response (together with, if so elected by Eldorado, a copy of this Section 5.1), and (c) to the extent such disclosure has not been made under clause (a), shall notify CSBI that a Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. Without limiting the foregoing, it is understood and agreed that any failure by any of Eldorado's Representatives to abide by the limitations set forth in this Section 5.1 shall constitute a breach of this Section 5.1 by Eldorado regardless of whether such Representative's actions were authorized by or purported to be undertaken on behalf of EldoradoCommon Stock Consideration.

Discussions with Third Parties. 5.1.1 Until the earlier of the Effective Time or the termination of this Agreement, Eldorado (a) shall not, and shall instruct its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and (b) except as expressly permitted by Section 5.1.2 or Section 5.1.3, shall not, and shall instruct its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than CSBI and Merger Sub. Eldorado shall notify CSBI promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated (or continued) with, directly or indirectly, Eldorado or any of its Representatives, and shall disclose to CSBI the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions of such Strategic Transaction Proposal and such other information as CSBI reasonably may request; PROVIDEDprovided, HOWEVERhowever, that if Eldorado receives a Strategic Transaction Proposal and the foregoing disclosure of such Proposal to CSBI would violate a confidentiality agreement by which Eldorado is bound, Eldorado (a) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement, (b) shall return such Strategic Transaction Proposal to the initiating party without substantive response (together with, if so elected by Eldorado, a copy of this Section 5.1), and (c) to the extent such disclosure has not been made under clause (a), shall notify CSBI that a Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. Without limiting the foregoing, it is understood and agreed that any failure by any of Eldorado's Representatives to abide by the limitations set forth in this Section 5.1 shall constitute a breach of this Section 5.1 by Eldorado regardless of whether such Representative's actions were authorized by or purported to be undertaken on behalf of Eldorado.not