Common use of No Other Bids Clause in Contracts

No Other Bids. For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, neither GFH, nor any of its Subsidiaries, nor any “affiliate” (as defined below) thereof, nor any investment banker, attorney, accountant or other re presentative (collectively, “representative”) retained by GFH shall directly or indirectly initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “takeover proposal” (as defined below) by any other party. Neither GFH nor any affiliate or representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any takeover proposal, and shall direct and use its reasonable efforts to cause its affiliates or representatives not to engage in any of the foregoing, but GFH may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if (i) the Board of Directors of GFH determines in good faith in the proper exercise of their fiduciary duties after consultation with Sandler X’Xxxxx + Partners, L.P. that it is a Superior Proposal, (ii) the Board of Directors of GFH determines in good faith after consultin g with legal counsel that to not furnish non-public information or negotiate or enter into any agreement or contract with respect to such takeover proposal or to not offer such takeover proposal to the shareholders would constitute a breach of the fiduciary duties owed by the members of GFH’s Board of Directors, and (iii) GFH is otherwise incompliance with this Section 5.5. GFH shall promptly notify HRB orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. GFH shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. As used in this Section 5.5, an “affiliate” of GFH means any executive officer or director of GFH or direct or indirect beneficial owner of a ten percent (10%) or greater equity or voting interest in GFH. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving GFH or for the acquisition of fifteen percent (15%) or more of the equity interest in GFH or for the acquisition of fifteen percent (15%) or more of the assets or liabilities of GFH.

No Other Bids. For as long as Until the earlier to occur of (a) the Closing or (b) the termination of this Agreement is in effectpursuant to its terms, except with respect to this Agreement Seller shall not, and the transactions contemplated hereby, neither GFH, nor Seller shall not authorize any of its SubsidiariesRepresentatives to, nor any “affiliate” (as defined below) thereof, nor any investment banker, attorney, accountant or other re presentative (collectively, “representative”) retained by GFH shall directly or indirectly indirectly, (i) initiate, solicit, solicit or encourage or otherwise facilitate any inquiries (including by way of furnishing information regarding the Hardware Business or the making of Purchased Assets) any proposal or offer that constitutesinquiries, or make any statements to third parties which may reasonably be expected to lead to, any “takeover proposal” (as defined below) by any other party. Neither GFH nor any affiliate or representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any takeover proposalproposal concerning the sale of the Hardware Business or the Purchased Assets (other than to Merger Party and its Representatives in connection with the Merger), and shall direct and use its reasonable efforts to cause its affiliates or representatives not to (ii) negotiate, engage in any substantive discussions, or enters into any agreement, with any Person concerning the sale of Seller, the Business or the Purchased Assets (other than with the Merger Party and its Representatives). Notwithstanding the foregoing, but GFH may furnish such non-public information and negotiate and enter into an agreement if Seller or contract with respect to any of its Representatives shall receive an unsolicited takeover set of terms, expression of interest, inquiry, proposal or offer from any Person, entity or group (other than Buyer and communicate information about such a takeover proposal its Representations) relating to its shareholders if possible acquisition of the Business or the Hardware Business ( an "Alternative Proposal"), then, (i) Seller will give Buyer Parent prompt written notice thereof, providing the identity of the other Person, entity or group, and a detailed description of the material terms of such Alternative Proposal, and (ii) to the extent the Board of Directors of GFH determines Seller believes in good faith in the proper exercise of their fiduciary duties after consultation with Sandler X’Xxxxx + Partners, L.P. that it is such Alternative Proposal represents a Superior ProposalOffer, (ii) and the Board of Directors of GFH Seller determines in good faith after consultin g consultation with outside legal counsel that it is necessary for the Board of Directors of Seller to comply with its fiduciary duties to Seller's stockholders under applicable law, Seller and its Representatives may furnish in connection therewith information and take such other actions consistent with the fiduciary obligations of the Board of Directors of Seller, and such actions shall not furnish non-public information be considered a breach of any obligations of Seller hereunder. Notwithstanding the foregoing, if Buyer delivers to Seller a detailed written proposal within five (5) business days of Buyer's receipt of the material terms of the Alternative Proposal, and for which the economic value to Seller is substantively the same or negotiate better than the economic value of a Superior Offer as determined in good faith by Seller's outside legal counsel and financial advisors ("Buyer's Proposal"), Seller shall accept Buyer's Proposal and shall not accept the Superior Offer, and Buyer and Seller shall in good faith and within five (5) business days of Seller's acceptance of Buyer's Proposal amend this Agreement or enter into any agreement additional agreements to reflect the terms of Buyer's Proposal. In the event Seller does not receive Buyer's Proposal within such period of time, or contract if Seller does so receive Buyer's Proposal and Buyer and Seller are unable to amend this Agreement or enter into any additional agreements within such period of time, Seller shall have no further obligation to negotiate with respect Buyer under this Section 6.6, and shall have the right to take such takeover proposal or to not offer such takeover proposal to actions consistent with the shareholders would constitute a breach fiduciary obligations of the fiduciary duties owed by the members of GFH’s Board of Directors, and (iii) GFH is otherwise incompliance with this Section 5.5. GFH shall promptly notify HRB orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. GFH shall immediately cease and cause to be terminated as Directors of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. As used in this Section 5.5, an “affiliate” of GFH means any executive officer or director of GFH or direct or indirect beneficial owner of a ten percent (10%) or greater equity or voting interest in GFH. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving GFH or for the acquisition of fifteen percent (15%) or more of the equity interest in GFH or for the acquisition of fifteen percent (15%) or more of the assets or liabilities of GFHSeller.

No Other Bids. For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, neither GFH, nor any of its Subsidiaries, Albemarle First nor any “affiliate” (as defined below) thereof, nor any investment banker, attorney, accountant or other re presentative representative (collectively, “representative”) retained by GFH Albemarle First shall directly or indirectly initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “takeover proposal” (as defined below) by any other party. Neither GFH Albemarle First nor any affiliate or representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any takeover proposal, and shall direct and use its reasonable efforts to cause its affiliates or representatives not to engage in any of the foregoing, but GFH Albemarle First may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if (i) the Board of Directors of GFH determines in good faith in the proper exercise of their fiduciary duties after consultation with Sandler X’Xxxxx + Partnerslegal counsel, L.P. that it is a Superior Proposal, (ii) the Board of Directors of GFH Albemarle First determines that such actions are in good faith after consultin g with legal counsel that to not furnish non-public information or negotiate or enter into any agreement or contract with respect to such takeover proposal or to not offer such takeover proposal to the shareholders would constitute a breach best interests of the fiduciary duties owed by the members of GFH’s Board of Directors, Albemarle First and (iii) GFH is otherwise incompliance with this Section 5.5its shareholders. GFH Albemarle First shall promptly notify HRB Premier orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. GFH Albemarle First shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. As used in this Section 5.5, an “affiliate” of GFH Albemarle First means any executive officer or director of GFH Albemarle First or direct or indirect beneficial owner of a ten percent (10%) % or greater equity or voting interest in GFHAlbemarle First. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving GFH Albemarle First or for the acquisition of fifteen percent (15%) or more of the a significant equity interest in GFH Albemarle First or for the acquisition of fifteen percent (15%) or more a significant portion of the assets or liabilities of GFHAlbemarle First.

No Other Bids. For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, neither GFHSFC, nor any of its Subsidiaries, nor any “affiliate” (as defined below) thereof, nor any investment banker, attorney, accountant or other re presentative representative (collectively, “representative”) retained by GFH SFC shall directly or indirectly initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “takeover proposal” (as defined below) by any other party. Neither GFH SFC nor any affiliate or representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any takeover proposal, and shall direct and use its reasonable efforts to cause its affiliates or representatives not to engage in any of the foregoing, but GFH SFC may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if (i) the Board of Directors of GFH determines in good faith in the proper exercise of their fiduciary duties after consultation with Sandler X’Xxxxx + Partnerslegal counsel, L.P. the Board of Directors of SFC determines that such actions are in the best interests of SFC and its shareholders and the Board of Directors determines based upon a written opinion of Xxxxxxxxx & Company, LLC that it is a Superior Proposal, (ii) the Board of Directors of GFH determines in good faith after consultin g with legal counsel that to not furnish non-public information or negotiate or enter into any agreement or contract with respect to such takeover proposal or to not offer such takeover proposal to the shareholders would constitute a breach of the fiduciary duties owed by the members of GFH’s Board of Directors, and (iii) GFH is otherwise incompliance with this Section 5.5. GFH SFC shall promptly notify HRB orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. GFH SFC shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. As used in this Section 5.5, an “affiliate” of GFH SFC means any executive officer or director of GFH SFC or direct or indirect beneficial owner of a ten percent (10%) or greater equity or voting interest in GFHSFC. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving GFH SFC or for the acquisition of fifteen ten percent (1510%) or more of the equity interest in GFH SFC or for the acquisition of fifteen ten percent (1510%) or more of the assets or liabilities of GFHSFC.

No Other Bids. For as so long as this Agreement is shall remain in effect, except with respect to this Agreement and the transactions contemplated hereby, neither GFH, CENIT nor any of its Subsidiaries, nor any “affiliate” (as defined below) Affiliate thereof, nor any investment banker, attorney, accountant or other re presentative representative (collectively, “"representative”") retained by GFH CENIT, CENIT Bank or any of their respective subsidiaries shall directly or indirectly initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “"takeover proposal” " (as defined below) by any other party. Neither GFH Except to the extent CENIT's Board of Directors has been advised in writing by counsel to such Board of Directors that the failure to do so could cause a breach of its fiduciary duties, neither CENIT nor any affiliate Affiliate or representative thereof shall enter into a discussion with or furnish to a third party any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any takeover proposal, and shall direct and use its reasonable efforts to cause its affiliates Affiliates or representatives not to engage in any of the foregoing. However, but GFH CENIT may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if (i) the Board of Directors of GFH determines CENIT has been advised in good faith in the proper exercise of their fiduciary duties after consultation with Sandler X’Xxxxx + Partners, L.P. that it is a Superior Proposal, (ii) the Board of Directors of GFH determines in good faith after consultin g with legal writing by its counsel that the failure to not furnish non-public information or negotiate or enter into any agreement or contract with respect to such takeover proposal or to not offer such takeover proposal to the shareholders would constitute do so could cause a breach of the its fiduciary duties owed by the members of GFH’s Board of Directors, and (iii) GFH is otherwise incompliance with this Section 5.5duties. GFH CENIT shall promptly notify HRB SouthTrust orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. GFH CENIT shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. As used in this Section 5.5, an “affiliate” of GFH means any executive officer or director of GFH or direct or indirect beneficial owner of a ten percent (10%) or greater equity or voting interest in GFH. As used in this Section 5.5, “"takeover proposal” " shall mean any proposal for a merger or other business combination involving GFH CENIT, CENIT Bank or any of their respective subsidiaries or for the acquisition of fifteen percent (15%) or more of the a significant equity interest in GFH CENIT, CENIT Bank or any of their respective subsidiaries or for the acquisition of fifteen percent (15%) or more a significant portion of the assets or liabilities of GFHCENIT, CENIT Bank or any of their respective subsidiaries.