Common use of Certain Actions Clause in Contracts

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of Source, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to Source's stockholders under applicable law, no Source Entity, any Stockholder or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source may communicate information about such an Acquisition Proposal to its stockholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source shall promptly advise NDC following the receipt of any Acquisition Proposal and the details thereof, and advise NDC of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. (a) Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source JCN Entity nor any Stockholder nor any Affiliate officer or director thereof nor any Representatives thereof retained by any Source JCN Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceJCN, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceJCN's stockholders shareholders under applicable law, no Source Entity, any Stockholder JCN Entity or any Affiliate officer or director or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source . JCN may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source JCN shall promptly advise NDC Highwoods following the receipt of any Acquisition Proposal or any inquiry concerning a possible Acquisition Proposal and the details thereof, and advise NDC Highwoods of any developments with respect to such Acquisition Proposal or inquiry promptly upon the occurrence thereof. Each Stockholder and Source JCN shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing. JCN also agrees to take reasonable efforts to prevent any employee of any JCN Entity from committing any of the foregoing acts.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity nor any Stockholder nor any Affiliate thereof WAYNX Xxxity nor any Representatives thereof retained by any Source Entity WAYNX Xxxity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceWAYNX, after xxter having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceWAYNE's stockholders shareholders, under applicable lawLaw, no Source Entity, any Stockholder or any Affiliate WAYNX Xxxity or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source may WAYNX xxx communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source shall WAYNX xxxll promptly advise NDC FIRST BANKING following the receipt of any Acquisition Proposal and the details thereof, and advise NDC FIRST BANKING of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source shall WAYNX xxxll (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- ---------------- transactions contemplated hereby, no Source Entity nor any Stockholder nor PMSI and PMSI Database shall not, and shall use their best efforts to cause any Affiliate thereof nor or any Representatives thereof retained by any Source Entity shall PMSI or PMSI Database not to, directly or indirectly solicit any Acquisition Proposal by any PersonPerson that relates specifically to the Acquired Business or the Acquired Assets. Except to the extent the Board of Directors of SourcePMSI and PMSI Database, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to Source's the stockholders of PMSI under applicable law, no Source EntityPMSI, any Stockholder or PMSI Database, and any Affiliate or Representative thereof shall not furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any such Acquisition Proposal, but Source may communicate information about such an Acquisition Proposal to its stockholders if . PMSI and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source PMSI Database shall promptly advise NDC following the receipt of any such Acquisition Proposal and the details thereof, and advise NDC of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder PMSI and Source PMSI Database shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated herebyTransaction Documents, no Source Entity Zynaxis Company nor any Stockholder nor any Affiliate officer, director, employee or Subsidiary thereof nor any Representatives thereof retained by any Source Entity Zynaxis Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceZynaxis, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceZynaxis's stockholders shareholders under applicable lawLaw, no Source Entity, any Stockholder Zynaxis Company or any Affiliate officer, director, employee or Subsidiary or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source Zynaxis may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source Zynaxis shall promptly advise NDC Vaxcel following the receipt of any Acquisition Proposal and the details thereof, and advise NDC Vaxcel of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source Zynaxis shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates officer, director, employee or Subsidiaries and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- Plan of Merger and the transactions contemplated herebyhereby and thereby, no Source Entity nor any Stockholder Magna Company nor any Affiliate thereof nor any Representatives thereof retained by any Source Entity Magna Company shall directly or indirectly solicit or engage in negotiations concerning any Acquisition Proposal, or provide any confidential information or assistance to, or have any discussions with, any Person with respect to an Acquisition Proposal. Notwithstanding the foregoing, Magna may, and may authorize and permit its Representatives to, provide Persons with confidential information, have discussions or negotiations with, or otherwise facilitate an effort or attempt by such Person to make or implement an Acquisition Proposal by any Person. Except to the extent the not solicited in violation of this Agreement if Magna's Board of Directors of SourceDirectors, after having consulted with with, and considered based upon the advice of of, outside counsel, reasonably determines in good faith that the failure to take such actions would could constitute a breach of the fiduciary duties of the members of such Magna's Board of Directors to Source's stockholders under applicable lawLaw; provided, no Source Entity, any Stockholder or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source may communicate information about such an Acquisition Proposal to its stockholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source Magna shall promptly advise NDC UPC following the receipt of any Acquisition Proposal and the Material details thereof; and, provided further, that prior to delivery of confidential information relating to Magna or access to Magna's books, records, or properties in connection therewith, the other Person shall have entered into a confidentiality agreement substantially similar to the Confidentiality Agreement previously entered into between Magna and advise NDC UPC. Nothing contained in this Section 8.8 shall prohibit the Board of any developments Directors of Magna from complying with respect to such Acquisition Proposal promptly upon Rule 14e-2, promulgated under the occurrence thereof1934 Act. Each Stockholder and Source Magna shall (i) immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any Persons conducted heretofore with respect to any of the foregoing, foregoing and (ii) direct and use its reasonable efforts to cause of all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity nor any Stockholder nor any Affiliate thereof after the date of this Agreement, neither Subject Company, the Subject Company Subsidiaries nor any Representatives thereof retained by any Source Entity Subject Company or the Subject Company Subsidiaries shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary to comply with the fiduciary duties of Subject Company's Board of Directors of Source, after having consulted with and considered the advice of outside as advised by counsel, reasonably determines in good faith that Subject Company, the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to Source's stockholders under applicable lawSubject Company Subsidiaries, no Source Entity, any Stockholder or any Affiliate or Representative Representatives thereof shall not furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source Subject Company may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source Subject Company shall promptly advise NDC following notify Parent orally and in writing in the receipt of event that it receives any Acquisition Proposal and the details thereof, and advise NDC of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereofor inquiry related thereto. Each Stockholder and Source Subject Company shall (i) immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source CB&T Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source CB&T Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceCB&T, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceCB&T's stockholders shareholders under applicable law, no Source Entity, any Stockholder CB&T Entity or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnishfurnish in connection with, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source CB&T may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source CB&T shall promptly advise NDC Carolina First following the receipt of any Acquisition Proposal and the details thereof, and advise NDC Carolina First of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source CB&T shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- ---------------- transactions contemplated hereby, no Source VTN Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source VTN Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceVTN, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceVTN's stockholders stockholder under applicable law, no Source VTN Entity, any Stockholder or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source VTN may communicate information about such an Acquisition Proposal to its stockholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source and/or VTN shall promptly advise NDC Premiere following the receipt of any Acquisition Proposal and the details thereof, and advise NDC Premiere of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source VTN shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source ABBEVILLE Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source ABBEVILLE Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceABBEVILLE, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceABBEVILLE's stockholders shareholders, under applicable lawLaw, no Source Entity, any Stockholder or any Affiliate ABBEVILLE Entity or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source ABBEVILLE may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source ABBEVILLE shall promptly advise NDC FLAG following the receipt of any Acquisition Proposal and the details thereof, and advise NDC FLAG of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source ABBEVILLE shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source RFCG Entity nor any Stockholder Shareholder nor any Affiliate thereof nor any Representatives thereof retained by any Source RFCG Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of Source, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to Source's stockholders under applicable law, no Source No RFCG Entity, any Stockholder Shareholder or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source RFCG may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder Shareholder and Source RFCG shall promptly advise NDC ICCE following the receipt of any Acquisition Proposal and the details thereof, and advise NDC ICCE of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder Shareholder and Source RFCG shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the Transaction --------------- transactions contemplated herebyDocuments, no Source Entity Zynaxis Company nor any Stockholder nor any Affiliate officer, director, employee or Subsidiary thereof nor any Representatives thereof retained by any Source Entity Zynaxis Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceZynaxis, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceZynaxis's stockholders shareholders under applicable lawLaw, no Source Entity, any Stockholder Zynaxis Company or any Affiliate officer, director, employee or Subsidiary or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source Zynaxis may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source Zynaxis shall promptly advise NDC Vaxcel following the receipt of any Acquisition Proposal and the details thereof, and advise NDC Vaxcel of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source Zynaxis shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates officer, director, employee or Subsidiaries and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source HOGANSVILLE Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source HOGANSVILLE Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceHOGANSVILLE, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceHOGANSVILLE's stockholders shareholders, under applicable lawLaw, no Source Entity, any Stockholder or any Affiliate HOGANSVILLE Entity or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source HOGANSVILLE may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source HOGANSVILLE shall promptly advise NDC FLAG following the receipt of any Acquisition Proposal and the details thereof, and advise NDC FLAG of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source HOGANSVILLE shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity nor any Stockholder (a) neither ECB nor any Affiliate thereof nor any Representatives thereof retained by ECB shall directly or indirectly solicit any Source Acquisition Proposal by any Person and (b) no Civic Entity nor any Affiliate thereof or Representative thereof retained by any Civic Entity shall directly or indirectly solicit any Acquisition Proposal by any PersonPerson unless such Acquisition Proposal contemplates the full performance by Civic and BanCorp of their obligations under this Agreement. Except to the extent the Board of Directors of Sourceeither Party, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to Source's stockholders its shareholders under applicable law, no Source Entity, neither ECB nor any Stockholder Affiliate or Representative nor any Civic Entity nor any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source either Party may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source Party shall promptly advise NDC the other Party following the receipt of any Acquisition Proposal and the details thereof, and advise NDC the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder ECB and Source all Civic Entities shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and --------------- the --------------- transactions contemplated hereby, no Source VoiceCom Entity nor any Stockholder Shareholder nor any Affiliate thereof nor any Representatives thereof retained by any Source VoiceCom Entity or any Shareholder shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceVoiceCom, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceVoiceCom's stockholders shareholders under applicable law, no Source VoiceCom Entity, any Stockholder Shareholder or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source VoiceCom may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder Shareholder and Source VoiceCom shall promptly advise NDC Premiere following the receipt of any Acquisition Proposal and the details thereof, and advise NDC Premiere of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder Shareholder and Source VoiceCom shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- ---------------- transactions contemplated hereby, no Source VTE Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source VTE Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceVTE, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceVTE's stockholders stockholder under applicable law, no Source VTE Entity, any Stockholder or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source VTE may communicate information about such an Acquisition Proposal to its stockholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source and/or VTE shall promptly advise NDC Premiere following the receipt of any Acquisition Proposal and the details thereof, and advise NDC Premiere of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source VTE shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity neither TeleT nor any Stockholder Member nor any Affiliate thereof nor any Representatives thereof retained by any Source Entity TeleT shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceTeleT, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceTeleT's stockholders Members under applicable law, no Source Entityneither TeleT, any Stockholder Member or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source TeleT may communicate information about such an Acquisition Proposal to its stockholders it Members if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder TeleT and Source each Member shall promptly advise NDC Premiere following the receipt of any Acquisition Proposal and the details thereof, and advise NDC Premiere of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder TeleT and Source each Member shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity nor any Stockholder FMB nor any Affiliate thereof nor any Representatives thereof retained by any Source Entity FMB shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of Source, after having consulted with and considered the advice of outside counsel, FMB reasonably determines in good faith faith, based and relying upon a written opinion from its outside counsel, that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceFMB's stockholders shareholders under applicable law, no Source Entity, any Stockholder or neither FMB nor any Affiliate or nor Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any discussions or Contract with respect to, any Acquisition Proposal, but Source FMB may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source FMB shall promptly advise NDC CCBG following the receipt of any Acquisition Proposal and the details thereof, and advise NDC CCBG of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source FMB shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable best efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing, and (iii) use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any such activities, discussions, negotiations or Acquisition Proposal. FMB will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence of this Section 7.8 of the obligations undertaken in this Section 7.8.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source FABC Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source FABC Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of Source, after having consulted with and considered the advice of outside counsel, FABC reasonably determines in good faith faith, based and relying upon a written opinion from its outside counsel, that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceFABC's stockholders shareholders under applicable lawLaw, no Source Entity, any Stockholder FABC Entity or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any discussions or Contract with respect to, any Acquisition Proposal, but Source FABC may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder FABC and Source First National shall promptly advise NDC CCBG following the receipt of any Acquisition Proposal and the details thereof, and advise NDC CCBG of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder FABC and Source First National shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable best efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing, and (iii) use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any such activities, discussions, negotiations or Acquisition Proposal. FABC and First National will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence of this Section 7.8 of the obligations undertaken in this Section 7.8.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity nor any Stockholder (a) neither CSB nor any Affiliate thereof nor any Representatives thereof retained by any Source Entity CSB or SUMMIT entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceCSB, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceCSB's stockholders shareholders under applicable law, no Source Entity, any Stockholder or neither CSB nor any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source CSB may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source Party shall promptly advise NDC the other Party following the receipt of any Acquisition Proposal and the details thereof, and advise NDC the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source CSB shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source EMPIRE Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source EMPIRE Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceEMPIRE, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceEMPIRE's stockholders shareholders, under applicable lawLaw, no Source Entity, any Stockholder or any Affiliate EMPIRE Entity or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source EMPIRE may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source EMPIRE shall promptly advise NDC FLAG following the receipt of any Acquisition Proposal and the details thereof, and advise NDC FLAG of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source EMPIRE shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. (a) Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity neither PFC nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source Entity shall of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shall, directly or indirectly solicit indirectly, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making of any Acquisition Proposal. (b) Notwithstanding anything herein to the contrary, PFC and its Board of Directors and Representatives 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, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited written Acquisition Proposal by any Person. Except such person, if and only to the extent the that (a) PFC's Board of Directors of Source, after having consulted with and considered the advice of outside counsel, reasonably determines concludes in good faith that the failure to take such actions would constitute a breach of and consistent with its fiduciary duties of the members of such Board of Directors to SourcePFC's stockholders under applicable law, no Source Entity, any Stockholder or any Affiliate or Representative thereof shall furnish any non-public information law that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source may communicate information about such an Acquisition Proposal to its stockholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Each Stockholder and Source shall promptly advise NDC following the receipt of any Acquisition Proposal and the details thereof, and advise NDC of any developments with respect to such Acquisition Proposal would reasonably be expected to result in a Superior Proposal, (b) prior to providing any information or data to any person in connection with such Acquisition Proposal by any such person, PFC's Board of Directors receives from such person an executed confidentiality agreement, and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, PFC's Board of Directors notifies TSFG promptly upon of any inquiries, proposals, or offers respecting such Acquisition Proposal received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the occurrence thereofname of such person and the material terms and conditions of any inquiries, proposals or offers respecting such Acquisition Proposal. Each Stockholder (c) PFC agrees that it will, and Source shall (i) will cause its Representatives to, immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations existing as of the date hereof with any Persons parties conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoingAcquisition Proposal.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source Entity the Company, Algiers and Algiers Merger Co. shall not, directly or indirectly indirectly, solicit any "Acquisition Proposal by Proposal," which term, for purposes of this Agreement, shall mean any Person. Except to the extent the Board tender offer or exchange offer or any proposal for a merger, acquisition of Directors of Source, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties all of the members of stock or assets of, or other business combination involving the acquisition of, such Board of Directors to Source's stockholders under applicable law, no Source Entity, any Stockholder party or any Affiliate of its subsidiaries, or Representative thereof the acquisition of a substantial equity interest in, or a substantial portion of the assets of, such party or any of its respective subsidiaries. The Company, Algiers and Algiers Merger Co. shall not, directly or indirectly, furnish to any third party any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract agreement with respect to, any Acquisition Proposal, but Source may communicate information about such an Acquisition Proposal to its stockholders if and to the extent that it is required to do so in order to comply with its legal obligations obligations. The Company, Algiers and Algiers Merger Co., as advised by outside counsel. Each Stockholder and Source applicable, shall promptly advise NDC the other parties hereto following the receipt of any Acquisition Proposal and the details thereof, and advise NDC such other parties hereto of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder The Company, Algiers and Source Algiers Merger Co. shall (ia) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons person or entity conducted heretofore with respect to any of the foregoing, and (iib) direct and use its reasonable efforts to cause all of its Affiliates and Representatives investment bankers, financial advisors, attorneys, accountants, consultants or other representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source XXXXX BANK Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source XXXXX BANK Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceXXXXX BANK, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceXXXXX BANK's stockholders shareholders, under applicable lawLaw, no Source Entity, any Stockholder or any Affiliate XXXXX BANK Entity or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source XXXXX BANK may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source XXXXX BANK shall promptly advise NDC FLAG following the receipt of any Acquisition Proposal and the details thereof, and advise NDC FLAG of any developments with respect to such Acquisition Proposal promptly Proposal. Promptly upon the occurrence thereof. Each Stockholder and Source , XXXXX BANK shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity nor Seller or any Stockholder nor affiliate thereof or any Affiliate thereof nor any Representatives representatives thereof retained by any Source Entity shall not directly or indirectly solicit any Acquisition Proposal (as defined below) by any Person. Except person or entity for the Bank, except to the extent the Board of Directors of SourceSeller, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceSeller's stockholders shareholders under applicable law, no Source Entity, any Stockholder . Seller's affiliate or any Affiliate or Representative representative thereof shall not furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract agreement with respect to, any Acquisition ProposalProposal for the Bank, but Source Seller may communicate information about such an Acquisition Proposal for the Bank to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source Seller shall promptly advise NDC Purchaser following the receipt of any Acquisition Proposal for the Bank and the details thereof, and advise NDC Purchaser of any developments with respect to such Acquisition Proposal for the Bank promptly upon the occurrence thereof. Each Stockholder and Source Seller shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons persons or entities conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable best efforts to cause all of its Affiliates affiliates and Representatives representatives not to engage in any of the foregoing., and (iii) use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any such activities, discussions, negotiations or Acquisition Proposal. Seller will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence of this Section of the obligations undertaken in this Section. For purposes of this Agreement,

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source FBWP Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source FBWP Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of Source, after having consulted with and considered the advice of outside counsel, FBWP reasonably determines in good faith faith, based and relying upon a written opinion from its outside counsel, that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceFBWP's stockholders shareholder under applicable law, no Source Entity, any Stockholder FBWP Entity or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any discussions or Contract with respect to, any Acquisition Proposal, but Source FBWP may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source FBWP shall promptly advise NDC CCBG following the receipt of any Acquisition Proposal and the details thereof, and advise NDC CCBG of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source FBWP shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable best efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing, and (iii) use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any such activities, discussions, negotiations or Acquisition Proposal. FBWP will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence of this Section 8.8 of the obligations undertaken in this Section 8.8.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source Entity (a) Neither SparBank (nor any Stockholder nor of its Subsidiaries) (i) shall solicit, initiate, participate in discussions of, or encourage or take any Affiliate thereof nor any Representatives thereof retained other action to facilitate (including by any Source Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of Source, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties way of the members disclosing or furnishing of such Board of Directors to Source's stockholders under applicable law, no Source Entity, any Stockholder or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to disclose or furnish, negotiate ) any inquiry or the making of any proposal relating to an Acquisition Transaction (as defined below) or a potential Acquisition Transaction with respect toto SparBank or any 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 Contract with respect toagreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring SparBank to abandon, terminate or fail to consummate this Agreement, or compensating SparBank or any of its Subsidiaries under any of the instances described in this clause. SparBank shall immediately instruct and otherwise use its best efforts to cause its directors, officers, employees, agents, advisors (including, without limitation, any Acquisition Proposalinvestment banker, but Source may communicate information about such an Acquisition Proposal to attorney, or accountant retained by SparBank or any of its stockholders if Subsidiaries), consultants and to the extent that it is required to do so in order other representatives to comply with its legal obligations as advised by outside counselsuch prohibitions. Each Stockholder and Source SparBank shall promptly advise NDC following the receipt of any Acquisition Proposal and the details thereof, and advise NDC of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source shall (i) immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any Persons parties conducted heretofore with respect to such activities. SparBank shall promptly notify First Midwest 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 accurate disclosure by SparBank in any document or other disclosure to the extent required by applicable law if in the opinion of the foregoingBoard of Directors of SparBank, and (ii) direct and use its reasonable efforts disclosure is required under applicable law as to cause all of its Affiliates and Representatives not to engage in any of the foregoingtransactions contemplated hereby.

Certain Actions. Except with respect to this Agreement and the --------------- transactions contemplated hereby, no Source HEART OF GEORGIA Entity nor any Stockholder nor any Affiliate thereof nor any Representatives thereof retained by any Source HEART OF GEORGIA Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent the Board of Directors of SourceHEART OF GEORGIA, after having consulted with and considered the advice of outside counsel, reasonably determines in good faith that the failure to take such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to SourceHEART OF GEORGIA's stockholders shareholders, under applicable lawLaw, no Source Entity, any Stockholder or any Affiliate HEART OF GEORGIA Entity or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but Source HEART OF GEORGIA may communicate information about such an Acquisition Proposal to its stockholders shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counselobligations. Each Stockholder and Source HEART OF GEORGIA shall promptly advise NDC FLAG following the receipt of any Acquisition Proposal and the details thereof, and advise NDC FLAG of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Stockholder and Source HEART OF GEORGIA shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.