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

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, Fox Chase shall not, and shall cause each Fox Chase Subsidiary and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Fox Chase Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, a Fox Chase Acquisition Proposal; (ii) recommend or endorse a Fox Chase Acquisition Transaction; (iii) participate in any discussions or negotiations regarding any Fox Chase Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest ) any information or data with respect to Fox Chase or any Fox Chase Subsidiary or otherwise relating to a Fox Chase Acquisition Proposal; (iv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase is a party; or (v) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase Acquisition Proposal or approve or resolve to approve any Fox Chase Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase Acquisition Proposal. Any violation of the foregoing restrictions by Fox Chase or any Fox Chase Representative, whether or not such Fox Chase Representative is so authorized and whether or not such Fox Chase Representative is purporting to act on behalf of Fox Chase or otherwise, shall be deemed to be a breach of this Agreement by Fox Chase. Fox Chase and each Fox Chase Subsidiary shall, and shall cause each of the Fox Chase Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Fox Chase Acquisition Proposal.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, Fox Chase First Priority shall not, and shall not authorize, permit or cause each Fox Chase any First Priority Subsidiary and or their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Fox Chase First Priority Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, constitutes or could reasonably be expected to lead to, to a Fox Chase First Priority Acquisition Proposal; (ii) recommend respond to any inquiry relating to a First Priority Acquisition Proposal or endorse a Fox Chase First Priority Acquisition Transaction; (iii) recommend or endorse a First Priority Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any Fox Chase First Priority Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest Mid Penn) any information or data with respect to Fox Chase First Priority or any Fox Chase First Priority Subsidiary or otherwise relating to a Fox Chase First Priority Acquisition Proposal; (ivv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase First Priority is a party; or (vvi) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase First Priority Acquisition Proposal or approve or resolve to approve any Fox Chase First Priority Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase First Priority Acquisition Proposal. Any violation of the foregoing restrictions by Fox Chase First Priority or any Fox Chase First Priority Representative, whether or not such Fox Chase First Priority Representative is so authorized and whether or not such Fox Chase First Priority Representative is purporting to act on behalf of Fox Chase First Priority or otherwise, shall be deemed to be a breach of this Agreement by Fox ChaseFirst Priority. Fox Chase First Priority and each Fox Chase First Priority Subsidiary shall, and shall cause each of the Fox Chase First Priority Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Fox Chase First Priority Acquisition Proposal. First Priority shall notify Mid Penn immediately if any such discussions or negotiations are sought to be initiated with First Priority by any Person other than Mid Penn or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid Penn.

No Other Bids and Related Matters. (a) So long Except as this Agreement remains set forth in effectSection 6.10(b), except as otherwise expressly permitted in this Agreement, Fox Chase FNBPA shall not, and shall cause each Fox Chase FNBPA Subsidiary and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Fox Chase FNBPA Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, relates or could reasonably be expected to lead to, to a Fox Chase FNBPA Acquisition Proposal; (ii) respond to any inquiry relating to a FNBPA Acquisition Proposal or a FNBPA Acquisition Transaction (defined below); (iii) recommend or endorse a Fox Chase FNBPA Acquisition Transaction; (iiiiv) participate in any discussions or negotiations regarding any Fox Chase FNBPA Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest Juniata) any information or data with respect to Fox Chase FNBPA or any Fox Chase FNBPA Subsidiary or otherwise relating to a Fox Chase FNBPA Acquisition Proposal; (ivv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase FNBPA is a party; or (vvi) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase FNBPA Acquisition Proposal or approve or resolve to approve any Fox Chase FNBPA Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase an FNBPA Acquisition Proposal. Any violation of the foregoing restrictions by Fox Chase FNBPA or any Fox Chase FNBPA Representative, whether or not such Fox Chase FNBPA Representative is so authorized and whether or not such Fox Chase FNBPA Representative is purporting to act on behalf of Fox Chase FNBPA or otherwise, shall be deemed to be a breach of this Agreement by Fox ChaseFNBPA. Fox Chase FNBPA and each Fox Chase FNBPA Subsidiary shall, and shall cause each of the Fox Chase FNBPA Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Fox Chase FNBPA Acquisition Proposal.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, Fox Chase Seller shall not, and shall cause each Fox Chase Subsidiary Seller Affiliate and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Fox Chase "Seller Representatives”") not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, constitutes or could reasonably be expected to lead to, to a Fox Chase Seller Acquisition Proposal; (ii) respond to any inquiry relating to a Seller Acquisition Proposal; (iii) recommend or endorse a Fox Chase Seller Acquisition Proposal or Seller Acquisition Transaction, except in connection with a Seller Subsequent Determination permitted pursuant to Section 6.10(g); (iiiiv) participate in any discussions or negotiations regarding any Fox Chase Seller Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest Buyer) to any non-public information or data with respect to Fox Chase or any Fox Chase Subsidiary the Business or otherwise relating to a Fox Chase Seller Acquisition Proposal; (ivv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase Seller is a party; or (vvi) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase Seller Acquisition Proposal or approve or resolve to approve any Fox Chase Seller Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase Seller Acquisition Proposal. Any In the event of any violation of the foregoing restrictions by Fox Chase any Seller Representative becomes known to Seller, Seller shall use best efforts both to promptly cure, to the extent practicable, any prior violation and to cause such Seller Representative to not commit any additional violations of this Section. Seller shall notify Buyer promptly if any such discussions or any Fox Chase Representative, whether or not such Fox Chase Representative is so authorized and whether or not such Fox Chase Representative is purporting to act on behalf of Fox Chase or otherwise, shall be deemed negotiations are sought to be a breach of this Agreement initiated with Seller by Fox Chase. Fox Chase and each Fox Chase Subsidiary shallany Person other than Buyer or if any such requests for information, and shall cause each of the Fox Chase Representatives toinquiries, immediately cease and cause to be terminated proposals or communications are received from any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Fox Chase Acquisition ProposalPerson other than Buyer.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, Fox Chase Scottdale shall not, and shall cause each Fox Chase Subsidiary and their respective its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates Affiliates, shareholders owning fifteen percent or more of the outstanding shares of Scottdale (including their family members and beneficial owners, as applicable) and other agents (collectively, the “Fox Chase Scottdale Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, constitutes or could reasonably be expected to lead to, to a Fox Chase Scottdale Acquisition Proposal; (ii) recommend respond to any inquiry relating to a Scottdale Acquisition Proposal or endorse a Fox Chase Scottdale Acquisition Transaction; (iii) recommend or endorse a Scottdale Acquisition Transaction; (iv) participate in any discussions or negotiations regarding any Fox Chase Scottdale Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest Mid Penn) any information or data with respect to Fox Chase or any Fox Chase Subsidiary Scottdale or otherwise relating to a Fox Chase Scottdale Acquisition Proposal; (ivv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase Scottdale is a party; or (vvi) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase Scottdale Acquisition Proposal or approve or resolve to approve any Fox Chase Scottdale Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase Scottdale Acquisition Proposal. Any violation of the foregoing restrictions by Fox Chase Scottdale or any Fox Chase Scottdale Representative, whether or not such Fox Chase Scottdale Representative is so authorized and whether or not such Fox Chase Scottdale Representative is purporting to act on behalf of Fox Chase Scottdale or otherwise, shall be deemed to be a breach of this Agreement by Fox ChaseScottdale. Fox Chase and each Fox Chase Subsidiary Scottdale shall, and shall cause each of the Fox Chase Scottdale Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Fox Chase Scottdale Acquisition Proposal. Scottdale shall notify Mid Penn immediately if any such discussions or negotiations are sought to be initiated with Scottdale by any Person other than Mid Penn or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid Penn. For purposes of this Agreement, “Scottdale Acquisition Proposal” shall mean any inquiry, offer or proposal (other than an inquiry, offer or proposal from Mid Penn), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, a Scottdale Acquisition Transaction. For purposes of this Agreement, “Scottdale Acquisition Transaction” shall mean (A) any transaction or series of transactions involving any merger, consolidation, recapitalization, share exchange, liquidation, dissolution or similar transaction involving Scottdale; (B) any transaction pursuant to which any third party or group acquires or would acquire (whether through sale, lease or other disposition), directly or indirectly, any assets of Scottdale representing, in the aggregate, fifteen percent (15%) or more of the assets of Scottdale on a consolidated basis; (C) any issuance, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing ten percent (10%) or more of the votes attached to the outstanding securities of Scottdale; (D) any tender offer or exchange offer that, if consummated, would result in any third party or group beneficially owning ten percent (10%) or more of any class of equity securities of Scottdale; or (E) any transaction which is similar in form, substance or purpose to any of the foregoing transactions, or any combination of the foregoing.

No Other Bids and Related Matters. (a) So long as From and after the date hereof until the termination of this Agreement remains in effectAgreement, except as otherwise expressly permitted in this Agreement, Fox Chase Riverview shall not, and shall not authorize, permit or cause each Fox Chase any Riverview Subsidiary and or their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Fox Chase Riverview Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, constitutes or could reasonably be expected to lead to, to a Fox Chase Riverview Acquisition Proposal; (ii) respond to any inquiry relating to a Riverview Acquisition Proposal or a Riverview Acquisition Transaction (except to notify a Person that has made a Riverview Acquisition Proposal of the existence of the provisions of this Section 6.8); (iii) recommend or endorse a Fox Chase Riverview Acquisition Transaction; (iiiiv) participate in any discussions or negotiations regarding any Fox Chase Riverview Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest Mid Penn) any confidential or nonpublic information or data with respect to Fox Chase Riverview or any Fox Chase Riverview Subsidiary or otherwise relating to a Fox Chase Riverview Acquisition Proposal; (ivv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase Riverview is a party; or (vvi) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase Riverview Acquisition Proposal or approve or resolve to approve any Fox Chase Riverview Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase Riverview Acquisition Proposal. Any violation of the foregoing restrictions by Fox Chase Riverview or any Fox Chase Riverview Representative, whether or not such Fox Chase Riverview Representative is so authorized and whether or not such Fox Chase Riverview Representative is purporting to act on behalf of Fox Chase Riverview or otherwise, shall be deemed to be a breach of this Agreement by Fox ChaseRiverview. Fox Chase Riverview and each Fox Chase Riverview Subsidiary shall, and shall cause each of the Fox Chase Riverview Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Fox Chase Riverview Acquisition Proposal.

No Other Bids and Related Matters. (a) So long as this Agreement remains in effect, except as otherwise expressly permitted in this Agreement, Fox Chase Seller shall not, and shall cause each Fox Chase Subsidiary Seller Affiliate and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Fox Chase Seller Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, constitutes or could reasonably be expected to lead to, to a Fox Chase Seller Acquisition Proposal; (ii) respond to any inquiry relating to a Seller Acquisition Proposal; (iii) recommend or endorse a Fox Chase Seller Acquisition Proposal or Seller Acquisition Transaction, except in connection with a Seller Subsequent Determination permitted pursuant to Section 6.11(g); (iiiiv) participate in any discussions or negotiations regarding any Fox Chase Seller Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest Buyer) to any non-public information or data with respect to Fox Chase or any Fox Chase Subsidiary the Business or otherwise relating to a Fox Chase Seller Acquisition Proposal; (ivv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase Seller is a party; or (vvi) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase Seller Acquisition Proposal or approve or resolve to approve any Fox Chase Seller Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase Seller Acquisition Proposal. Any In the event of any violation of the foregoing restrictions by Fox Chase any Seller Representative becomes known to Seller, Seller shall use best efforts both to promptly cure, to the extent practicable, any prior violation and to cause such Seller Representative to not commit any additional violations of this Section. Seller shall notify Buyer promptly if any such discussions or any Fox Chase Representative, whether or not such Fox Chase Representative is so authorized and whether or not such Fox Chase Representative is purporting to act on behalf of Fox Chase or otherwise, shall be deemed negotiations are sought to be a breach of this Agreement initiated with Seller by Fox Chase. Fox Chase and each Fox Chase Subsidiary shallany Person other than Buyer or if any such requests for information, and shall cause each of the Fox Chase Representatives toinquiries, immediately cease and cause to be terminated proposals or communications are received from any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Fox Chase Acquisition ProposalPerson other than Buyer.

No Other Bids and Related Matters. (a) So long as From and after the date hereof until the termination of this Agreement remains in effectAgreement, except as otherwise expressly permitted in this Agreement, Fox Chase Brunswick shall not, and shall not authorize, permit or cause each Fox Chase any Brunswick Subsidiary and or their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, Affiliates and other agents (collectively, the “Fox Chase Brunswick Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, constitutes or could reasonably be expected to lead to, to a Fox Chase Brunswick Acquisition Proposal; (ii) respond to any inquiry relating to a Brunswick Acquisition Proposal or a Brunswick Acquisition Transaction (except to notify a Person that has made a Brunswick Acquisition Proposal of the existence of the provisions of this Section 6.8); (iii) recommend or endorse a Fox Chase Brunswick Acquisition Transaction; (iiiiv) participate in any discussions or negotiations regarding any Fox Chase Brunswick Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Univest Mid Penn) any confidential or nonpublic information or data with respect to Fox Chase Brunswick or any Fox Chase Brunswick Subsidiary or otherwise relating to a Fox Chase Brunswick Acquisition Proposal; (ivv) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Fox Chase Brunswick is a party; or (vvi) enter into any agreement, agreement in principle or letter of intent with respect to any Fox Chase Brunswick Acquisition Proposal or approve or resolve to approve any Fox Chase Brunswick Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to a Fox Chase Brunswick Acquisition Proposal. Any violation of the foregoing restrictions by Fox Chase Brunswick or any Fox Chase Brunswick Representative, whether or not such Fox Chase Brunswick Representative is so authorized and whether or not such Fox Chase Brunswick Representative is purporting to act on behalf of Fox Chase Brunswick or otherwise, shall be deemed to be a breach of this Agreement by Fox ChaseBrunswick. Fox Chase Brunswick and each Fox Chase Brunswick Subsidiary shall, and shall cause each of the Fox Chase Brunswick Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Fox Chase Brunswick Acquisition Proposal. Brunswick shall notify Mid Penn immediately if any such discussions or negotiations are sought to be initiated with Brunswick by any Person other than Mid Penn or if any such requests for information, inquiries, proposals or communications are received from any Person other than Mid Penn.