Common use of Inconsistent Activities Clause in Contracts

Inconsistent Activities. (a) Subject to subsection (b) of this section 7.10, unless and until the Merger has been consummated or this Agreement has been terminated in accordance with its terms, neither LABN nor LA Bank will (a) solicit or encourage, directly or indirectly, any inquiries or proposals (each an "Alternative Proposal") to acquire more than 1 percent of the LABN Common Stock or any capital stock of LA Bank or any significant portion of the assets of either of them (whether by tender offer, merger, purchase of assets, or other transactions of any type) (each an "Alternative Transaction"); (b) afford any third party which may be considering an Alternative Proposal or Alternative Transaction access to its properties, books or records except as required by mandatory provisions of law; (c) enter into any discussions or negotiations for, or enter into any agreement or understanding which provides for, any Alternative Transaction, or (d) authorize or permit any of its directors, officers, employees or agents to do or permit any of the foregoing. If LABN or LA Bank becomes aware of any Alternative Proposal or of any other matter which could adversely affect this Agreement or the Merger, LABN and LA Bank shall immediately give notice thereof to NBTB. (b) Nothing contained in subsection (a) of this section 7.10 shall prohibit the board of directors of LABN from furnishing information to or entering into discussions or negotiations with any person that makes an unsolicited bona fide Alternative Proposal if, and only to the extent that, (i) the board of directors of the Company, based upon the advice of Saul, Ewing, ▇▇▇▇▇▇ & ▇▇▇▇ LLP, determines in good faith that such action is required for the board of directors to comply with its fiduciary duties to stockholders imposed by law, (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, LABN provides written notice to NBTB to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person, and (iii) LABN keeps NBTB informed of the status and all material information with respect to any such discussions or negotiations. (c) Nothing in subsection (b) of this section 7.10 shall (i) permit LABN to terminate this Agreement (except as specifically provided in section 11.1 or 11.2 of this Agreement), (ii) permit LABN or LA Bank to enter into any agreement with respect to an Alternative Transaction for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, LABN and LA Bank shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Transaction (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of LABN or LA Bank under this Agreement.

Inconsistent Activities. (a) Subject to subsection (b) of this section 7.10, unless Unless and until the Merger has been consummated or this Agreement has been terminated in accordance with its termsas provided herein, neither LABN nor LA Bank will no Target Entity or WCE shall (ai) solicit or encourageany offer to acquire, directly or indirectly, any inquiries or proposals (each an "Alternative Proposal") to acquire more than 1 percent of the LABN Common Stock Target Entities or any capital stock of LA Bank or any significant portion of the assets of either of them (whether by tender offer, merger, purchase of assets, or other transactions of any type) (each an "Alternative Transaction"); (b) afford any third party which may be considering an Alternative Proposal or Alternative Transaction access to its properties, books or records except as required by mandatory provisions of law; (c) enter into any discussions or negotiations for, or enter into any agreement or understanding which provides for, any Alternative Transaction, or (d) authorize or permit any of its directors, officers, employees or agents to do or permit any of the foregoing. If LABN Properties, or LA Bank becomes aware of any Alternative Proposal interest therein; or of any other matter which could adversely affect this Agreement (ii) provide information to others concerning the Target Entities or the MergerProperties for the purposes of soliciting an offer to acquire, LABN and LA Bank shall immediately give notice thereof to NBTB. (b) Nothing contained in subsection (a) directly or indirectly, any of the Target Entities or any of the Properties, or any interest therein. The preceding provisions of this section 7.10 Section XV.G. shall not prohibit the board receipt or consideration by the Target Entities or WCE of directors of LABN from furnishing information to or entering into discussions or negotiations with any person that makes an unsolicited bona fide Alternative Proposal if, and only to the extent that, written offer that (i) the board of directors of the Company, based upon the advice of Saul, Ewing, ▇▇▇▇▇▇ & ▇▇▇▇ LLP, is not subject to a financing contingency; (ii) is made by a financially responsible third party that WCE determines in good faith that such action is required for has the board good faith intent to proceed with negotiations to acquire 100% of directors to comply with its fiduciary duties to stockholders imposed by law, (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, LABN provides written notice to NBTB to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person, Target Entities; and (iii) LABN keeps NBTB informed is on terms which WCE reasonably determines are more favorable to the Target Entities (taking into account, in addition to the price to be paid, among other things the legal, financial, regulatory and other aspects of the status proposal, the third party making the proposal, the likelihood of consummation and all material information with respect the time to complete such transaction). Upon the receipt of such an offer, and prior to any discussions between such third party, WCE or any Target Entity, WCE and the Target Entities shall give PETROHAWK written notice of such offer and the fact that information is being provided to and discussions or negotiations. are taking place with, such third party. After such notice is given, WCE and/or the Target Entities may have discussions with such party of the business, operations, properties and financial condition of the Target Entities and WCE. Prior to accepting any such offer from such third party, the Target Entities shall conduct, in good faith, negotiations with PETROHAWK for a period not less than five (c5) Nothing days in subsection (b) of this section 7.10 shall (i) permit LABN an effort to terminate make such adjustments to this Agreement (except as specifically such that the offer from the third party is no longer more favorable. Nothing contained herein shall relieve the Target Entities of their covenants, promises and agreements herein made to effect the Merger transactions set forth in this Agreement, and their obligations to make the payment referred to in Section XII.C.4. if the failure to effect such Merger transactions is the result of a breach by the Target Entities of such covenants, promises and agreements. The Target Entities recognize that accepting such offer from a third party would constitute a breach hereunder. The liability of the Target Entities for such breach will be limited to payment of the sum provided in section 11.1 or 11.2 of this Agreement), (ii) permit LABN or LA Bank to enter into any agreement with respect to an Alternative Transaction for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, LABN and LA Bank shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Transaction (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of LABN or LA Bank under this AgreementSection XII.C.4.

Inconsistent Activities. (a) Subject to subsection (b) of this section 7.10, unless and until the Merger has been consummated or this Agreement has been terminated in accordance with its terms, neither LABN PAHC nor LA PA Bank will (a) solicit or encourage, directly or indirectly, any inquiries or proposals (each an "Alternative Proposal") to acquire more than 1 percent of the LABN PAHC Common Stock or any capital stock of LA PA Bank or any significant portion of the assets of either of them (whether by tender offer, merger, purchase of assets, or other transactions of any type) (each an "Alternative Transaction"); (b) afford any third party which may be considering an Alternative Proposal or Alternative Transaction access to its properties, books or records except as required by mandatory provisions of law; (c) enter into any discussions or negotiations for, or enter into any agreement or understanding which provides for, any Alternative Transaction, or (d) authorize or permit any of its directors, officers, employees or agents to do or permit any of the foregoing. If LABN PAHC or LA PA Bank becomes aware of any Alternative Proposal or of any other matter which could adversely affect this Agreement or the Merger, LABN PAHC and LA PA Bank shall immediately give notice thereof to NBTB. (b) Nothing contained in subsection (a) of this section 7.10 shall prohibit the board of directors of LABN PAHC from furnishing information to or entering into discussions or negotiations with any person that makes an unsolicited bona fide Alternative Proposal if, and only to the extent that, (i) the board of directors of the Company, based upon the advice of SaulBlank Rome Comisky & McCauley LLP, Ewing, determines ▇▇ ▇▇od ▇▇▇▇▇ & ▇▇▇▇ LLP, determines in good faith that at such action is required for the board of directors to comply with its fiduciary duties to stockholders imposed by law, (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, LABN PAHC provides written notice to NBTB to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person, and (iii) LABN PAHC keeps NBTB informed of the status and all material information with respect to any such discussions or negotiations. (c) Nothing in subsection (b) of this section 7.10 shall (i) permit LABN to terminate this Agreement (except as specifically provided in section 11.1 or 11.2 of this Agreement), (ii) permit LABN or LA Bank to enter into any agreement with respect to an Alternative Transaction for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, LABN and LA Bank shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Transaction (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of LABN or LA Bank under this Agreement.