Common use of No Solicitation by Seller Clause in Contracts

No Solicitation by Seller. (a) As of the Effective Date, Seller shall immediately cease and cause to be terminated any discussions or negotiations with any Person with respect to an Acquisition Proposal. Seller shall not, and shall not authorize or permit its Representatives to, directly or indirectly (i) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiries or proposals that constitute, or would reasonably be expected to lead to, any Acquisition Proposal, (ii) participate in any discussions or negotiations with any third party regarding any Acquisition Proposal or (iii) enter into any agreement related to any Acquisition Proposal; provided, however, that if after the Effective Date the Comarco Board receives an unsolicited, written Acquisition Proposal in circumstances not involving a breach of this Section 5.06 and the Comarco Board determines in good faith that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Offer and with respect to which the Comarco Board determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to Comarco’s shareholders under applicable Law, then Comarco may, at any time prior to obtaining the Required Shareholder Vote (but in no event after obtaining the Required Shareholder Vote) and after providing Purchaser not less than two Business Days prior written notice of its intention to take such actions, (A) furnish information with respect to the Seller to the Person making such Acquisition Proposal, but only after such Person enters into a customary confidentiality agreement with Seller, provided that (1) such new confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Seller and (2) the Seller advises Purchaser of all such non-public information delivered to such Person concurrently with its delivery to such Person and concurrently with its delivery to such Person the Seller delivers to Purchaser all such information not previously provided to Purchaser, (B) participate in discussions and negotiations with such Person regarding such Acquisition Proposal and (C) enter into the confidentiality agreement contemplated by clause (A) of this proviso. Subject to the fiduciary duties of the Comarco Board, the Seller shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement to which the Seller or any of its Affiliates is a party or by which any of them is bound.

No Solicitation by Seller. For a period of one year following the Effective Time, Seller will not (a) As of establish a branch deposit and loan business in Nevada (the Effective Date, Seller shall immediately cease and cause to be terminated any discussions “Restricted Territory”) or negotiations with any Person with respect to an Acquisition Proposal. Seller shall not, and shall not authorize or permit its Representatives to, (b) directly or indirectly indirectly, solicit deposits or loans, from customers whose Deposit Liabilities and/or Loans are assumed or acquired by Purchaser pursuant to this Agreement, except (i) solicit, initiate or knowingly facilitate or encourage (including by way as may occur in connection with mass media advertising and other forms of furnishing non-solicitations directed to the public information) any inquiries or proposals that constitute, or would reasonably be expected to lead to, any Acquisition Proposal, generally outside of Nevada; (ii) participate in to Persons who have a banking, lending or other business relationship outside of the Nevada Franchise with Seller or any discussions or negotiations with any third party regarding any Acquisition Proposal or of its Affiliates, and (iii) enter into to Persons who have a banking, lending or other business relationship through any agreement related to any Acquisition Proposal; provided, however, that if after the Effective Date the Comarco Board receives an unsolicited, written Acquisition Proposal in circumstances not involving a breach of this Section 5.06 and the Comarco Board determines in good faith that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Offer and with respect to which the Comarco Board determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to Comarco’s shareholders under applicable Law, then Comarco may, at any time prior to obtaining the Required Shareholder Vote (but in no event after obtaining the Required Shareholder Vote) and after providing Purchaser not less than two Business Days prior written notice of its intention to take such actions, (A) furnish information with respect to the Seller to the Person making such Acquisition Proposal, but only after such Person enters into a customary confidentiality agreement with Seller, provided that (1) such new confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Seller and (2) its Affiliates’ operations outside the Seller advises Purchaser of all such non-public information delivered to such Person concurrently with its delivery to such Person and concurrently with its delivery to such Person the Seller delivers to Purchaser all such information Restricted Territory that are not previously provided to Purchaser, (B) participate in discussions and negotiations with such Person regarding such Acquisition Proposal and (C) enter into the confidentiality agreement contemplated by clause (A) of this proviso. Subject to the fiduciary duties included as part of the Comarco Board, the Seller Transferred Assets. The foregoing restrictions shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement to which the not prohibit Seller or any of its Affiliates is from (A) engaging in the Restricted Territory in the lines of business excluded from the Transferred Assets, (B) extending credit to or accepting deposits from any Person in connection with the banking business outside of the Restricted Territory of Seller or any of its Affiliates, and (C) any presence or activities of Seller in the Restricted Territory in connection with deposit liabilities that were a party part of the Nevada Franchise prior to the Effective Time and not assumed by Purchaser. It shall not be a violation of this Section to take deposits or make loans where such deposits and/or loans have not been solicited in violation of this Section. In addition, the restrictions contained in this Section shall not be 43 binding upon or apply to any Person who merges, consolidates, or otherwise becomes affiliated with Seller, or any of such Persons’ Affiliates or successors, as a result of a business combination transaction with or acquisition of or by which Seller or any of them is boundits Affiliates, if such transaction was not undertaken for the primary purpose of re-entering the retail and corporate branch banking business in the Restricted Territory.

No Solicitation by Seller. (a) As of the Effective DateExcept as expressly permitted by this Section 6.2, Seller shall will, and will cause each of its Controlled Affiliates (including the Acquired Entity) and direct and use reasonable best efforts to cause each of its Representatives, to: (i) immediately cease and cause to be terminated any direct or indirect solicitation, discussions or negotiations with any Person Persons that may be ongoing with respect to an Acquisition Proposal. a Seller shall Takeover Proposal and request in writing that each such Person promptly return or destroy all confidential information furnished to such Person by or on behalf of Seller in connection with any such Seller Takeover Proposal and (ii) not, and shall not authorize or permit its Representatives to, directly or indirectly through another Person, (iA) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiries inquiries, discussions or proposals that constituterequests regarding, or would the making of any proposal, inquiry or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposala Seller Takeover Proposal (an “Inquiry”) (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 6.2 (such as answering unsolicited phone calls to notify the applicable caller of the existence of the restrictions in this Section 6.2) will not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 6.2), (iiB) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding any Acquisition Proposal regarding, or (iii) enter into any agreement related furnish to any Acquisition Proposal; provided, however, that if after the Effective Date the Comarco Board receives an unsolicited, written Acquisition Proposal in circumstances not involving a breach of this Section 5.06 and the Comarco Board determines in good faith that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Offer and with respect to which the Comarco Board determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to Comarco’s shareholders under applicable Law, then Comarco may, at other Person any time prior to obtaining the Required Shareholder Vote (but in no event after obtaining the Required Shareholder Vote) and after providing Purchaser not less than two Business Days prior written notice of its intention to take such actions, (A) furnish information with respect to the Seller to the Person making such Acquisition Proposal, but only after such Person enters into a customary confidentiality agreement with Seller, provided that (1) such new confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Seller and (2) the Seller advises Purchaser of all such non-public information delivered or provide access to its properties, books or records in connection with, or that could reasonably be expected to lead to (or otherwise advance), a Seller Takeover Proposal or an Inquiry, except to notify such Person concurrently with its delivery to such Person and concurrently with its delivery to such Person of the Seller delivers to Purchaser all such information not previously provided to Purchaserexistence of the restrictions in this Section 6.2, (B) participate in discussions and negotiations with such Person regarding such Acquisition Proposal and (C) approve, adopt, recommend, endorse, declare advisable, agree to or enter into the into, or propose to approve, adopt, recommend, endorse, declare advisable, agree to or enter into, any letter of intent, joint venture agreement, partnership agreement, term sheet, agreement in principle, stock or asset purchase agreement, merger agreement, confidentiality agreement contemplated by clause or other similar Contract with respect to a Seller Takeover Proposal or an Inquiry, or (AD) of this proviso. Subject to the fiduciary duties of the Comarco Boardgrant any waiver, the Seller shall use commercially reasonable efforts to enforce each confidentialityamendment, termination, modification or release under any standstill or similar agreement to which the confidentiality agreement, and Seller or any of its Affiliates is a party or by which any of them is boundwill enforce all such provisions contained therein.

No Solicitation by Seller. For a period of one year following the Effective Time, Seller will not (a) As of establish a branch deposit and loan business in Nevada (the Effective Date, Seller shall immediately cease and cause to be terminated any discussions “Restricted Territory”) or negotiations with any Person with respect to an Acquisition Proposal. Seller shall not, and shall not authorize or permit its Representatives to, (b) directly or indirectly indirectly, solicit deposits or loans, from customers whose Deposit Liabilities and/or Loans are assumed or acquired by Purchaser pursuant to this Agreement, except (i) solicit, initiate or knowingly facilitate or encourage (including by way as may occur in connection with mass media advertising and other forms of furnishing non-solicitations directed to the public information) any inquiries or proposals that constitute, or would reasonably be expected to lead to, any Acquisition Proposal, generally outside of Nevada; (ii) participate in to Persons who have a banking, lending or other business relationship outside of the Nevada Franchise with Seller or any discussions or negotiations with any third party regarding any Acquisition Proposal or of its Affiliates, and (iii) enter into to Persons who have a banking, lending or other business relationship through any agreement related to any Acquisition Proposal; provided, however, that if after the Effective Date the Comarco Board receives an unsolicited, written Acquisition Proposal in circumstances not involving a breach of this Section 5.06 and the Comarco Board determines in good faith that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Offer and with respect to which the Comarco Board determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to Comarco’s shareholders under applicable Law, then Comarco may, at any time prior to obtaining the Required Shareholder Vote (but in no event after obtaining the Required Shareholder Vote) and after providing Purchaser not less than two Business Days prior written notice of its intention to take such actions, (A) furnish information with respect to the Seller to the Person making such Acquisition Proposal, but only after such Person enters into a customary confidentiality agreement with Seller, provided that (1) such new confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Seller and (2) its Affiliates’ operations outside the Seller advises Purchaser of all such non-public information delivered to such Person concurrently with its delivery to such Person and concurrently with its delivery to such Person the Seller delivers to Purchaser all such information Restricted Territory that are not previously provided to Purchaser, (B) participate in discussions and negotiations with such Person regarding such Acquisition Proposal and (C) enter into the confidentiality agreement contemplated by clause (A) of this proviso. Subject to the fiduciary duties included as part of the Comarco Board, the Seller Transferred Assets. The foregoing restrictions shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement to which the not prohibit Seller or any of its Affiliates is from (A) engaging in the Restricted Territory in the lines of business excluded from the Transferred Assets, (B) extending credit to or accepting deposits from any Person in connection with the banking business outside of the Restricted Territory of Seller or any of its Affiliates, and (C) any presence or activities of Seller in the Restricted Territory in connection with deposit liabilities that were a party part of the Nevada Franchise prior to the Effective Time and not assumed by Purchaser. It shall not be a violation of this Section to take deposits or make loans where such deposits and/or loans have not been solicited in violation of this Section. In addition, the restrictions contained in this Section shall not be binding upon or apply to any Person who merges, consolidates, or otherwise becomes affiliated with Seller, or any of such Persons’ Affiliates or successors, as a result of a business combination transaction with or acquisition of or by which Seller or any of them is boundits Affiliates, if such transaction was not undertaken for the primary purpose of re-entering the retail and corporate branch banking business in the Restricted Territory.