Other Acquisition Proposals Clause Samples

Other Acquisition Proposals. Neither Sellers nor MMI nor any of MMI's officers, directors, employees, representatives or agents, shall (a) directly or indirectly take (nor shall MMI permit any of its respective officers, directors, employees, investment bankers, attorneys, accountants or other agents or affiliates to take) any action to encourage, solicit, initiate or otherwise facilitate the submission by a third party of, or negotiate or enter into any agreement with a third party with respect to, a proposal to acquire, directly or indirectly, any of the capital stock of MMI, whether by stock purchase, merger, sale of shares of capital stock by license agreement or otherwise or sale of any material portion of its assets (except sales of loans in the ordinary course of business) (any such submission, negotiations or agreement called an "Acquisition Proposal"), and Sellers or MMI, as applicable, shall immediately terminate any current negotiations and contacts, or (b) disclose directly or indirectly to any person preparing to make an Acquisition Proposal any confidential information regarding MMI, or (c) enter into any understanding, agreement or commitment with any third party providing for a business combination, equity investment, or sale or license of any significant assets of MMI. Upon receipt of any such Acquisition Proposal by any third party, Sellers shall promptly advise Purchaser of the proposal and provide it copies of all materials pertaining thereto. If the parties have not consummated the Closing prior to August 15, 1998 for any reason other than due to the failure to obtain Required Regulatory Approvals then, subject to the obligation to negotiate in good faith set forth in Section 6.4 above, the provisions of this Section 6.5 shall be void with respect to any Acquisition Proposal first received after such date.

Other Acquisition Proposals. Until the earlier of (i) the day following the date of the MFC Stockholder Meeting, or (ii) the termination of the Merger Agreement in accordance with its terms, the Stockholder will not directly or indirectly vote any Shares or Option Shares, or cause or permit any of the Shares or Option Shares to be voted, in favor of any Acquisition Transaction (as defined in Section 5.5 of the Merger Agreement), other than the Merger, unless the Board of Directors of MFC has received and recommended (or submitted to stockholders) a Superior Proposal as provided in Section 5.5 of the Merger Agreement.

Other Acquisition Proposals. From and after the date hereof and until the Effective Time, the Company and the Company Subsidiaries shall not, and each of them shall cause its directors, officers, employees and representatives not to, solicit or encourage inquiries or proposals with respect to, furnish any information relating to, or participate in any negotiations or discussions concerning, any acquisition or purchase of all or a substantial portion of the assets of, or a substantial equity interest in, the Company or any of the Company Subsidiaries or any business combination with the Company or any of the Company Subsidiaries, other than as contemplated by this Agreement; provided, however, that the Board of Directors of the Company may take such action as in the opinion of its counsel may be appropriate to fulfill the directors' fiduciary obligations with respect to an unsolicited bona fide inquiry or proposal from another party. The Company shall promptly notify Mahaska of all such inquiries or proposals.

Other Acquisition Proposals. Until the earlier of (i) the consummation of the Merger or (ii) the termination of the Merger Agreement in accordance with its terms, the Stockholder will not directly or indirectly vote any Shares, or cause or permit any of the Shares to be voted, in favor of any Acquisition Transaction (as defined in the Merger Agreement) other than the Merger.

Other Acquisition Proposals. From and after the date hereof and until the Closing or the date this Agreement is terminated, none of the Company, the Company Stockholders or the Subsidiary shall, directly or indirectly, solicit or encourage inquiries or proposals with respect to, or participate in any negotiations or discussions concerning: (i) any acquisition or purchase of shares of the Company Stock; (ii) any acquisition or purchase of all or a substantial portion of the assets of, or a substantial equity interest in, the Company or the Subsidiary; or (iii) any merger, consolidation or other business combination with or involving the Company or the Subsidiary, other than as contemplated by this Agreement. The Company, the Subsidiary, or any Company Stockholder, as applicable, will notify the Purchaser immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

Other Acquisition Proposals. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of OGS shall have been obtained, HCBF shall not, and it shall not cause Harbor to, enter into any Contract with any Person (other than OGS and the Bank) relating to (A) the acquisition of any branch office of any depository institution or the assumption from any depository institution of any deposits or (B) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving HCBF or Harbor, regardless of whether either HCBF or Harbor is the surviving or continuing entity in such a transaction, other than the transactions contemplated by this Agreement, unless such Contract contains a non-waivable condition to the consummation of the transactions contemplated by such Contract that the Closing and the Effective Time for the consummation of the Merger with OGS and the Bank shall have previously occurred.

Other Acquisition Proposals. (i) Incentive and SIH will not, directly or indirectly, through any officer, director, representative, affiliate or agent (A) solicit, initiate, encourage or assist in the submission of any inquiries, proposals or offers from any corporation, partnership, person or other entity or group relating to any acquisition or purchase of assets of the Company, or any equity interest in, the Company (including any Shares), or any other form of recapitalization transaction involving the Company, or any merger, consolidation, business combination, spin-off, liquidation or similar transaction involving the Company other than the Transaction (each an "Acquisition Proposal"), (B) participate in any discussions or negotiations regarding an Acquisition Proposal or furnish to any person or entity (other than Buyer or the Company) any information concerning the Company or the proposed Transaction, (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person (other than Buyer or the Company) to make or enter into an Acquisition Proposal or (D) sell, assign, convey or transfer the Shares or any interest therein or grant any right to acquire any of the foregoing or agree or propose to do any of the foregoing. (ii) If either Incentive or SIH receives any inquiry, proposal or offer to enter into any transaction of the type referred to in Section 6.1(c)(i) (A), (B), (C) or (D) above, such party will inform the Company of the terms thereof, except to the extent prohibited by applicable law, rule or regulation of any governmental authority or stock exchange by which Incentive or SIH is bound. (iii) Except to the extent that outside counsel advises that applicable law requires otherwise, neither Incentive, SIH nor any of their respective officers, directors, representatives, affiliates or agents will disclose to any person, without the prior written consent of the Company, the fact that Incentive and SIH have entered into this Agreement and are engaged in the Transaction.

Other Acquisition Proposals. While this letter agreement remains in effect, the Stockholder will not, directly or indirectly, vote any of his or her Shares or Option Shares, or cause or permit any of his or her Shares or Option Shares to be voted, in favor of any Acquisition Proposal (as defined in Section 5.2(l) of the Merger Agreement), other than the Merger.

Other Acquisition Proposals. (a) Except as otherwise set forth below, from and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to ARTICLE 7, the Company, its subsidiaries and their affiliates shall not, and shall cause the Company Representatives not to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiry in connection with or the making of any proposal from any Person that constitutes, or may reasonably be expected to lead to (x) an Acquisition Proposal (as defined below) or (y) a breach of this Agreement or the Voting Agreement or otherwise interfere in any material respect with the completion of the Merger, (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Parent, Merger Sub or any of the Merger Sub Representatives, as applicable) regarding an Acquisition Proposal, or furnish to any Person (other than Parent, Merger Sub or any of the Merger Sub Representatives, as applicable) any information or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Parent, Merger Sub or any of the Merger Sub Representatives, as applicable) to make or effect an Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Acquisition Proposal, or (iv) authorize or permit any Company Representative to take any such action. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons (other than Parent, Merger Sub and the Merger Sub Representatives) conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this SECTION 5.09 of the obligations undertaken in this SECTION 5.09. (b) The Company shall notify Parent immediately after receipt by the Company Board or the Company's executive management of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any person or entity that informs such party that it is considering making, or has made, an Acquisition Prop...