Common use of No Other Bids and Related Matters Clause in Contracts

No Other Bids and Related Matters. So long as this Agreement remains in effect, FBKP shall not and FBKP shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction (as defined below), (ii) recommend or endorse an Acquisition Transaction, (iii) participate in any discussions or negotiations regarding an Acquisition Transaction, (iv) provide any third party (other than PSB or an affiliate of PSB) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction or (v) enter into an agreement with any other party with respect to an Acquisition Transaction. Notwithstanding the foregoing, (i) the Board of Directors of FBKP may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP may recommend or endorse an Acquisition Transaction, in each case, if it receives a written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. FBKP will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 4.06. FBKP will notify PSB orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Transaction are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, FBKP. As used in this Agreement, "Acquisition Transaction" shall mean one of the following transactions with a party other than PSB or an affiliate of PSB: (i) a merger or consolidation, or any similar transaction, involving FBKP or an FBKP Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the assets or liabilities of FBKP or an FBKP Subsidiary or (iii) a purchase or other acquisition (including by way of share exchange, tender offer, exchange offer or otherwise) of a substantial interest in any class or series of equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP Subsidiary.

No Other Bids and Related Matters. So long as this Agreement remains in effect, FBKP ML shall not and FBKP ML shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction (as defined below), (ii) recommend or endorse an Acquisition Transaction, (iii) participate in any discussions or negotiations regarding an Acquisition Transaction, (iv) provide any third party (other than PSB Sovereign or an affiliate of PSBSovereign) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction or (v) enter into an agreement with any other party with respect to an Acquisition Transaction. Notwithstanding the foregoing, (i) for a period of 30 days after the date of this Agreement, the Board of Directors of FBKP ML may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP may recommend or endorse an Acquisition TransactionTransaction if, after having consulted with and considered the written advice of its financial advisers and outside counsel, it has determined in each case, if it receives a written opinion of outside counsel good faith that the failure to do so would constitute result in a breach of reasonable likelihood that the directors, under the BCL, have breached their fiduciary duty. FBKP ML will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB Sovereign with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 4.06. FBKP ML will notify PSB Sovereign orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Transaction are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, FBKPML. As used in this Agreement, "Acquisition Transaction" shall mean one of the following transactions with a party other than PSB or Sovereign of an affiliate of PSB: Sovereign (i) a merger or consolidation, or any similar transaction, involving FBKP ML or an FBKP ML Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the assets or liabilities of FBKP ML or an FBKP ML Subsidiary or (iii) a purchase or other acquisition (including by way of share exchange, tender offer, exchange offer or otherwise) of a substantial interest in any class or series of equity securities of FBKP ML (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP ML Subsidiary.

No Other Bids and Related Matters. So long as this Agreement remains in effect, FBKP Graystone and Tower shall not and FBKP shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction (as defined below)Proposal, (ii) recommend or endorse an Acquisition TransactionProposal, (iii) participate in any discussions or negotiations regarding an Acquisition TransactionProposal, (iv) provide any third party (other than PSB the other party to this Agreement or an affiliate Affiliate of PSBsuch party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction Proposal or (v) enter into an agreement with any other party with respect to an Acquisition TransactionProposal. Notwithstanding the foregoing, (i) the Board of Directors of FBKP may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP may recommend or endorse an Acquisition Transaction, in each case, if it receives a written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. FBKP Graystone and Tower will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB Graystone and Tower hereto with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first this sentence hereof of the obligations undertaken in this Section 4.06. FBKP Graystone and Tower will notify PSB each other orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Transaction Proposal are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued withcontinued. Notwithstanding the foregoing, FBKP. As used the board of directors of Graystone or Tower may respond to, in this Agreementa manner it deems appropriate, "Acquisition Transaction" shall mean one of the following transactions recommend or endorse, participate in any discussions, provide any third party with a party other than PSB or an affiliate of PSB: (i) a merger or consolidationnonpublic information, or any similar transactionenter into an agreement regarding, involving FBKP or unsolicited inquiries relating to an FBKP SubsidiaryAcquisition Proposal, (ii) in each case, if the respective board of directors shall have determined, in good faith after consultation with its legal advisors, that the failure to do so may constitute a purchase, lease or other acquisition breach of all or a substantial portion of the assets or liabilities of FBKP or an FBKP Subsidiary or (iii) a purchase or other acquisition (including by way of share exchange, tender offer, exchange offer or otherwise) of a substantial interest in any class or series of equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP Subsidiarytheir fiduciary duties.

No Other Bids and Related Matters. So long as this --------------------------------- Agreement remains in effect, FBKP neither party shall not and FBKP shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction (as defined below), (ii) recommend or endorse an Acquisition Transaction, (iii) participate in any discussions or negotiations regarding an Acquisition Transaction, (iv) provide any third party (other than PSB the other party to this Agreement or an affiliate of PSBsuch party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction or (v) enter into an agreement with any other party with respect to an Acquisition Transaction. Notwithstanding the foregoing, (i) the Board of Directors of FBKP Heritage or BCB may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP Heritage or BCB may recommend or endorse an Acquisition Transaction, in each case, if it receives a an unqualified written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. FBKP Each party hereto will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB the other party hereto with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first this sentence hereof of the obligations undertaken in this Section 4.06. FBKP Each party hereto will notify PSB the other party hereto orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Transaction are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, FBKPcontinued. As used in this Agreement, "Acquisition Transaction" shall mean one of the following transactions with a party other than PSB or an affiliate of PSB: the other party hereto (i) a merger or consolidation, or any similar transaction, involving FBKP or an FBKP Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the assets or liabilities of FBKP or an FBKP Subsidiary a party hereto or (iii) a purchase or other acquisition (including by way of share exchange, tender offer, exchange offer or otherwise) of a substantial interest in any class or series of its equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP its Subsidiary.

No Other Bids and Related Matters. So long as this Agreement remains in effect, FBKP neither party shall not and FBKP shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction (as defined below), (ii) recommend or endorse an Acquisition Transaction, (iii) participate in any discussions or negotiations regarding an Acquisition Transaction, (iv) provide any third party (other than PSB the other party to this Agreement or an affiliate of PSBsuch party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction or (v) enter into an agreement with any other party with respect to an Acquisition Transaction. Notwithstanding the foregoing, (i) the Board of Directors of FBKP Heritage or BCB may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP Heritage or BCB may recommend or endorse an Acquisition Transaction, in each case, if it receives a an unqualified written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. FBKP Each party hereto will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB the other party hereto with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first this sentence hereof of the obligations undertaken in this Section 4.06. FBKP Each party hereto will notify PSB the other party hereto orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Transaction are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, FBKPcontinued. As used in this Agreement, "Acquisition Transaction" shall mean one of the following transactions with a party other than PSB or an affiliate of PSB: the other party hereto (i) a merger or consolidation, or any similar transaction, involving FBKP or an FBKP Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the assets or liabilities of FBKP or an FBKP Subsidiary a party hereto or (iii) a purchase or other acquisition (including by way of share exchange, tender offer, exchange offer or otherwise) of a substantial interest in any class or series of its equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP its Subsidiary.

No Other Bids and Related Matters. So long as this Agreement remains in effect, FBKP Penseco and Peoples shall not and FBKP shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction (as defined below)Proposal, (ii) recommend or endorse an Acquisition TransactionProposal, (iii) participate in any discussions or negotiations regarding an Acquisition TransactionProposal, (iv) provide any third party (other than PSB the other party to this Agreement or an affiliate Affiliate of PSBsuch party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction Proposal or (v) enter into an agreement with any other party with respect to an Acquisition TransactionProposal. Notwithstanding the foregoing, (i) the Board of Directors of FBKP may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP may recommend or endorse an Acquisition Transaction, in each case, if it receives a written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. FBKP Penseco and Peoples will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB Penseco and Peoples hereto with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first this sentence hereof of the obligations undertaken in this Section 4.06. FBKP Penseco and Peoples will notify PSB each other orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Transaction Proposal are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued withcontinued. Notwithstanding the foregoing, FBKPthe board of directors of Penseco or Peoples may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the respective board of directors shall have determined, in good faith after consultation with its legal and financial advisors, that the failure to do so may constitute a breach of their fiduciary duties. As used Nothing contained in this Agreement shall prevent Penseco and Peoples, and their respective Boards of Directors, from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal; provided, that such Rules will in no way eliminate or modify the effect that any action pursuant to such Rules would otherwise have under this Agreement, "Acquisition Transaction" shall mean one of the following transactions with a party other than PSB or an affiliate of PSB: (i) a merger or consolidation, or any similar transaction, involving FBKP or an FBKP Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the assets or liabilities of FBKP or an FBKP Subsidiary or (iii) a purchase or other acquisition (including by way of share exchange, tender offer, exchange offer or otherwise) of a substantial interest in any class or series of equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP Subsidiary.

No Other Bids and Related Matters. So long as this Agreement remains in effect, FBKP shall not and FBKP shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (i) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction (as defined below), (ii) recommend or endorse an Acquisition Transaction, (iii) participate in any discussions or negotiations regarding an Acquisition Transaction, (iv) provide any third party (other than PSB or an affiliate of PSB) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction or (v) enter into an agreement with any other party with respect to an Acquisition Transaction. Notwithstanding the foregoing, (i) the Board of Directors of FBKP may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP may recommend or endorse an Acquisition Transaction, in each case, if it receives a written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. FBKP Primary Bank will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB conducted heretofore with respect to any of the foregoingAcquisition Proposal (as hereinafter defined), will enforce any confidentiality agreements and will take all actions the necessary or advisable steps to inform the appropriate individuals or entities referred to in the first sentence hereof of this Section 4.06 of the obligations undertaken in this Section 4.06. FBKP will notify PSB orally Primary Bank agrees that neither Primary Bank nor any of its Subsidiaries shall, and that Primary Bank and its Subsidiaries shall direct and use all reasonable efforts to cause their respective directors, officers, employees, agents and representatives (within one dayincluding, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) and in writing (as promptly as practicable) if not to, initiate, solicit or encourage, directly or indirectly, any inquiries or proposals the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any substantial part of the assets or any equity securities of, Primary Bank or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any discussions or negotiations with, or provide any confidential information or data to, any Person relating to an Acquisition Transaction Proposal; provided, that, if Primary Bank is not otherwise in violation of this Section 4.06, the Board of Directors of Primary Bank may furnish or cause to be furnished information to any third party and may participate in such discussions and negotiations directly or through its representatives if such Board of Directors, after having consulted with and considered the written advice of Xxxxxxx, Procter & Xxxx LLP, counsel to Primary Bank, has determined that there is a reasonable basis to conclude that the failure to provide such information or participate in such other negotiations and discussions would constitute a breach of their fiduciary duties under New Hampshire law. If any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, FBKPPrimary Bank or any of its subsidiaries, Primary Bank will immediately notify Granite State. As used Nothing contained in this Agreement, "Acquisition Transaction" Section 4.06 shall mean one of the following transactions with a party other than PSB or an affiliate of PSB: be deemed to prohibit Primary Bank from (i) a merger taking or consolidationdisclosing to shareholders any position necessary in order to comply with the filing and disclosure requirements of Section 14(d)(9) of the Exchange Act and the related rules and regulations of the SEC, or any similar transaction, involving FBKP or an FBKP Subsidiary, and (ii) a purchasemaking any disclosure to the shareholders of Primary Bank which the Board of Directors of Primary Bank, lease or other acquisition after having consulted with and considered the written advice of all or a substantial portion of the assets or liabilities of FBKP or an FBKP Subsidiary or (iii) a purchase or other acquisition (including by way of share exchangeXxxxxxx, tender offerProcter & Xxxx LLP, exchange offer or otherwise) of a substantial interest counsel to Primary Bank, has reasonably determined is required in any class or series of equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP Subsidiaryorder to comply with Primary Bank's fiduciary duties to its shareholders under applicable law.

No Other Bids and Related Matters. So long as this Agreement remains in effect, FBKP Waypoint shall not and FBKP Waypoint shall not authorize or permit any of its directors, officers, employees employees, investment bankers, lawyers or agents, agents or other representatives to directly or indirectly indirectly: (ia) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction Transaction, (b) respond to any inquiry relating to an Acquisition Transaction, except as defined belowotherwise advised in a written legal opinion of outside counsel to Waypoint to the effect that a failure to do so would result in a breach of their fiduciary obligations under Pennsylvania law (provided that a copy of such written opinion shall have been provided to Sovereign together with a written notice that Waypoint intends to respond to the inquiry no earlier that three (3) Business Days following receipt by Sovereign of such notice), (iic) recommend or endorse an Acquisition Transaction, (iiid) participate in any discussions or negotiations regarding an Acquisition Transaction, (ive) provide any third party (other than PSB Sovereign or an affiliate of PSBSovereign) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction or Transaction, (vf) enter into an agreement with any other party with respect to an Acquisition Transaction. Notwithstanding the foregoing, (i) the Board of Directors of FBKP may respond to unsolicited inquiries relating to an Acquisition Transaction or (iig) fail to recommend and support the Board of Directors of FBKP may recommend or endorse an Acquisition Transaction, in each case, if it receives a written opinion of outside counsel that the failure Merger to do so would constitute a breach of their fiduciary dutyWaypoint shareholders. FBKP Waypoint will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB Sovereign with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 4.06. FBKP Waypoint will notify PSB Sovereign orally (within one day) and in writing (as promptly as practicable) if any inquiries or proposals relating to an Acquisition Transaction are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, FBKP. As used in this Agreement, "Acquisition Transaction" shall mean one of the following transactions with a party other than PSB or an affiliate of PSB: (i) a merger or consolidation, or any similar transaction, involving FBKP or an FBKP Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the assets or liabilities of FBKP or an FBKP Subsidiary or (iii) a purchase or other acquisition (including by way of share exchange, tender offer, exchange offer or otherwise) of a substantial interest in any class or series of equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP SubsidiaryWaypoint.

No Other Bids and Related Matters. So long as this Agreement remains in effect, FBKP NW Bancorp shall not and FBKP shall not authorize or permit any of its directors, officers, employees or agents, to directly or indirectly (ia) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction (as defined below)Proposal, (iib) recommend or endorse an Acquisition TransactionProposal, (iiic) participate in any discussions or negotiations regarding an Acquisition TransactionProposal, (ivd) provide any third party (other than PSB the other party to this Agreement or an affiliate Affiliate of PSBsuch party) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction Proposal, or (ve) enter into an agreement with any other party with respect to an Acquisition TransactionProposal. Notwithstanding the foregoing, (i) the Board of Directors of FBKP may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP may recommend or endorse an Acquisition Transaction, in each case, if it receives a written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. FBKP NW Bancorp will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB ACNB and the ACNB Subsidiaries with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first this sentence hereof of the obligations undertaken in this Section 4.065.07. FBKP NW Bancorp will notify PSB ACNB orally (within one daytwo days) and in writing (as promptly as practicablewithin five (5) days) if any inquiries or proposals relating to an Acquisition Transaction Proposal are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued withcontinued. Notwithstanding the foregoing, FBKPthe board of directors of NW Bancorp may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the NW Bancorp Board of Directors shall have determined, in good faith after consultation with its legal and financial advisors, that the failure to do so would result in a breach of their fiduciary duties. As used Nothing contained in this Agreement, "Acquisition Transaction" Agreement shall mean one of prevent NW Bancorp from complying with its obligation to pay the following transactions with a party other than PSB or an affiliate of PSB: (i) a merger or consolidation, or any similar transaction, involving FBKP or an FBKP Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the assets or liabilities of FBKP or an FBKP Subsidiary or (iii) a purchase or other acquisition (including by way of share exchange, tender offer, exchange offer or otherwise) of a substantial interest termination fee provided in any class or series of equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP Subsidiary8.01.

No Other Bids and Related Matters. So long as this Agreement remains in effect, FBKP FC Bancorp shall not and FBKP shall not authorize or permit any of its directors, officers, employees employees, agents or agents, shareholders to directly or indirectly (ia) respond to, solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Transaction (as defined below)Proposal, (iib) recommend or endorse an Acquisition TransactionProposal, (iiic) participate in any discussions or negotiations regarding an Acquisition TransactionProposal, (ivd) provide any third party (other than PSB ACNB or an affiliate Affiliate of PSBACNB) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Transaction Proposal, or (ve) enter into an agreement with any other party with respect to an Acquisition TransactionProposal. Notwithstanding the foregoing, (i) the Board of Directors of FBKP may respond to unsolicited inquiries relating to an Acquisition Transaction or (ii) the Board of Directors of FBKP may recommend or endorse an Acquisition Transaction, in each case, if it receives a written opinion of outside counsel that the failure to do so would constitute a breach of their fiduciary duty. FBKP FC Bancorp will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than PSB ACNB and the ACNB Subsidiaries with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first this sentence hereof of the obligations undertaken in this Section 4.065.07. FBKP FC Bancorp will notify PSB ACNB orally (within one daytwo days) and in writing (as promptly as practicablewithin five (5) days) if any inquiries or proposals relating to an Acquisition Transaction Proposal are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued withcontinued. Notwithstanding the foregoing, FBKPthe board of directors of FC Bancorp may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the FC Bancorp Board of Directors shall have determined, in good faith after consultation with its legal and financial advisors, that the failure to do so would result in a breach of their fiduciary duties. As used Nothing contained in this Agreement, "Acquisition Transaction" Agreement shall mean one of prevent FC Bancorp from complying with its obligation to pay the following transactions with a party other than PSB or an affiliate of PSB: (i) a merger or consolidation, or any similar transaction, involving FBKP or an FBKP Subsidiary, (ii) a purchase, lease or other acquisition of all or a substantial portion of the assets or liabilities of FBKP or an FBKP Subsidiary or (iii) a purchase or other acquisition (including by way of share exchange, tender offer, exchange offer or otherwise) of a substantial interest termination fee provided in any class or series of equity securities of FBKP (other than as permitted by Section 4.01(a)(ii) hereof) or an FBKP Subsidiary8.01.