Common use of Inconsistent Activities Clause in Contracts

Inconsistent Activities. Unless and until the Merger has been ----------------------- consummated or this Agreement has been terminated in accordance with its terms, FTC will not (i) solicit or encourage, directly or indirectly, any inquiries or proposals to acquire more than 1% of the FTC Common Stock, any other capital stock of itself or of any FTC Subsidiary or any significant portion of its or any FTC Subsidiary's assets (whether by tender offer, merger, purchase of assets or other transactions of any type); (ii) afford any third party which may be considering any such transaction access to its or any FTC Subsidiary's properties, books or records except as required by mandatory provisions of law; (iii) enter into any discussions or negotiations for, or enter into any agreement or understanding which provides for, any such transaction or (iv) authorize or permit any of its directors, officers, employees or agents to do or permit any of the foregoing; provided, however, that notwithstanding the ----------------- foregoing, FTC may afford such access, enter into any such discussions, negotiations or agreements or understandings, or authorize or permit any of its directors, officers, employees or agents to do so if the Board of Directors of FTC, after consulting with counsel, determines that such actions should be taken or permitted in the exercise of its fiduciary duties. If FTC becomes aware of any offer or proposed offer to acquire any such shares of capital stock of itself or any FTC Subsidiary or any significant portion of its or any FTC Subsidiary's assets (regardless of the form of the proposed transaction) or of any other matter which could adversely affect this Agreement or the Merger, FTC shall immediately give notice thereof to Keystone.

Inconsistent Activities. Unless and until the Merger has been ----------------------- consummated or this Agreement has been terminated in accordance with its terms, FTC NAB will not (i) solicit or encourage, directly or indirectly, any inquiries or proposals to acquire more than 1% of the FTC NAB Common Stock, any other capital stock of itself or of any FTC NAB Subsidiary or any significant portion of its or any FTC NAB Subsidiary's assets (whether by tender offer, merger, purchase of assets or other transactions of any type); (ii) afford any third party which may be considering any such transaction access to its or any FTC NAB Subsidiary's properties, books or records except as required by mandatory provisions of law; (iii) enter into any discussions or negotiations for, or enter into any agreement or understanding which provides for, any such transaction or (iv) authorize or permit any of its directors, officers, employees or agents to do or permit any of the foregoing; provided, however, that notwithstanding the ----------------- -------- ------- foregoing, FTC NAB may afford such access, enter into any such discussions, negotiations or agreements or understandings, or authorize or permit any of its directors, officers, employees or agents to do so if the Board of Directors of FTCNAB, after consulting with counsel, determines that such actions should be taken or permitted in the exercise of its fiduciary duties. If FTC NAB becomes aware of any offer or proposed offer to acquire any such shares of capital stock of itself or any FTC NAB Subsidiary or any significant portion of its or any FTC NAB Subsidiary's assets (regardless of the form of the proposed transaction) or of any other matter which could adversely affect this Agreement or the MergerMergers, FTC NAB shall immediately give notice thereof to Keystone.