Common use of Non-Solicit Clause in Contracts

Non-Solicit. The Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Except as contemplated by this Agreement, the Shareholder shall not, and shall use his, her not authorize or permit its reasonable best efforts to cause his, her or its controlled affiliates and each of their its respective officers, directors, members, partners, employees and other Representatives not to, directly or indirectly, (ia) solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank in connection withMidSouth, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this SectionSection 2), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this SectionSection 2) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankMidSouth’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank MidSouth that takes takes, or intends to take, any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, the Shareholder, directly or indirectly through one or more of its Representatives, may engage in the actions referred to in clauses (b)-(c) of this Section 2 with any person to the same extent that MidSouth is permitted to engage in such actions with such person in accordance with the provisions of the Merger Agreement, in each case subject to the restrictions and limitations set forth in Section 6.11 of the Merger Agreement.

Non-Solicit. The Shareholder In his or her capacity as a shareholder of Seller, and not in his or her capacity as a [director][officer] of Seller, the Individual shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates Affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (b) engage or knowingly participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any information or data in connection with, or take any other action to facilitate any inquiries, proposals or offers with respect to, inquiries or the making of any offer or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iic) provide or cause to be provided any non-public information or data relating to the Bank in connection withadopt, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommendagree to, agree to or accept, endorse or propose publicly to approve, recommend, agree to or accept, recommend any Acquisition Proposal, (vd) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vie) initiate a shareholders’ vote or action by consent of the BankSeller’s shareholders with respect to an Acquisition Proposal, (viif) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Seller that takes any action in support of an Acquisition Proposal, or (viiig) approve, endorse or endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related otherwise relating to any Acquisition ProposalTransaction.

Non-Solicit. The Except as contemplated by this Agreement, the Shareholder shall not, and shall use his, her not authorize or permit its reasonable best efforts to cause his, her or its controlled affiliates and each of their its respective officers, directors, members, partners, employees and other Representatives not to, directly or indirectly, (ia) solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank in connection withMidSouth, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this SectionSection 2), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this SectionSection 2) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankMidSouth’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank MidSouth that takes takes, or intends to take, any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding the foregoing, nothing in this Section 2 shall prohibit a member of the Board of Directors of MidSouth (or any committee thereof) in his or her capacity as such from taking actions that are expressly permitted by Sections 6.3 or 6.11 of the Merger Agreement.

Non-Solicit. The Shareholder In his or her capacity as a stockholder of Beneficial, and not in his or her capacity as a director or officer of Beneficial, as applicable, the Stockholder shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates Affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (b) engage or knowingly participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries, proposals or offers with respect to, inquiries or the making of any offer or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivc) approve, recommendagree to, agree to or accept, endorse or propose publicly to approve, recommend, agree to or accept, recommend any Acquisition Proposal, (vd) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vie) initiate a shareholdersstockholders’ vote or action by consent of the BankBeneficial’s shareholders stockholders with respect to an Acquisition Proposal, (viif) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Beneficial that takes any action in support of an Acquisition Proposal, or (viiig) approve, endorse or endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related otherwise relating to any Acquisition ProposalTransaction.

Non-Solicit. The Except as expressly permitted pursuant to the exceptions set forth in Sections 6.04(a) and 6.08 of the Merger Agreement, the Shareholder shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, inquiries or proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide continue, engage or cause to be provided participate in any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with negotiations concerning an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section)Proposal, (iii) engage in provide any discussions confidential or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer nonpublic information or data to any such person or entity Person relating to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, accept any Acquisition Proposal, (v) solicit proxies or become a “participant” participant in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) solicitation with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ vote or action by consent of the BankSunnyside’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Sunnyside that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The In his, her or its capacity as a Shareholder of the Company, and not in his or her capacity as a director or officer of the Company, as applicable (in which capacity the Shareholder may act in accordance with Section 6.12 of the Merger Agreement), the Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Securities Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Shareholder Until the Expiration Time and except as expressly permitted pursuant to the exceptions set forth in Sections 4.3 and 5.2 of the Merger Agreement as applied to the Stockholder mutatis mutandis, the Stockholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of providing non-public information regarding the Company or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion ofits Subsidiaries), any inquiry, proposal or offer that constitutes, constitutes or may would reasonably be expected to lead to, to an Acquisition Proposal, (ii) provide solicit, initiate, knowingly encourage or cause to be provided any non-public information participate or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning regarding, or furnish to any Person (other than Parent, Merger Sub and their Representatives) any non-public information with respect to or in connection with, or take any other action to facilitate or encourage the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (provided that the Shareholder may refer Proposal, or continue, engage or participate in any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement negotiations concerning an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (viii) solicit proxies or become a “participant” participant in a “solicitation” (as such terms are defined in Regulation 14A the solicitation of the Exchange Act) proxies with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (viiiv) initiate a stockholders' vote or action by consent of Indigo's stockholders with respect to an Acquisition Proposal, (v) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Indigo that takes any action in support of an Acquisition Proposal, or (viiivi) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger option agreement, investment joint venture agreement, acquisition agreement, option partnership agreement or other similar agreement related (whether or not binding) with respect to any an Acquisition ProposalTransaction (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 4.3(c) of the Merger Agreement).

Non-Solicit. The Shareholder Except as expressly permitted pursuant to the exceptions set forth in Sections 4.3 and 5.2 of the Merger Agreement as applied to the Stockholder mutatis mutandis, the Stockholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of providing non-public information regarding the Company or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion ofits Subsidiaries), any inquiry, proposal or offer that constitutes, constitutes or may would reasonably be expected to lead to, to an Acquisition Proposal, (ii) provide solicit, initiate, knowingly encourage or cause to be provided any non-public information participate or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning regarding, or furnish to any Person (other than Parent, Merger Sub and their Representatives) any non-public information with respect to or in connection with, or take any other action to facilitate or encourage the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (provided that the Shareholder may refer Proposal, or continue, engage or participate in any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement negotiations concerning an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (viii) solicit proxies or become a “participant” participant in a “solicitation” (as such terms are defined in Regulation 14A the solicitation of the Exchange Act) proxies with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (viiiv) initiate a stockholders’ vote or action by consent of Indigo’s stockholders with respect to an Acquisition Proposal, (v) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Indigo that takes any action in support of an Acquisition Proposal, or (viiivi) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger option agreement, investment joint venture agreement, acquisition agreement, option partnership agreement or other similar agreement related (whether or not binding) with respect to any an Acquisition ProposalTransaction (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 4.3(c) of the Merger Agreement).

Non-Solicit. The Shareholder In his or her capacity as a stockholder of FSB, and not in his or her capacity as a director or officer of FSB, as applicable, the Stockholder shall not, and shall use his, cause his or her or its reasonable best efforts to cause his, her or its affiliates Affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (b) engage or knowingly participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries, proposals or offers with respect to, inquiries or the making of any offer or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iic) provide or cause to be provided any non-public information or data relating to the Bank in connection withadopt, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommendagree to, agree to or accept, endorse or propose publicly to approve, recommend, agree to or accept, recommend any Acquisition Proposal, (vd) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vie) initiate a shareholdersstockholders’ vote or action by consent of the BankFSB’s shareholders stockholders with respect to an Acquisition Proposal, (viif) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank FSB that takes any action in support of an Acquisition Proposal, or (viiig) approve, endorse or endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related otherwise relating to any Acquisition ProposalTransaction.

Non-Solicit. The Shareholder In his or her capacity as a shareholder of Xxxxxxx, and not in his or her capacity as a [director][officer] of Xxxxxxx, the Individual shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates Affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (b) engage or knowingly participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any information or data in connection with, or take any other action to facilitate any inquiries, proposals or offers with respect to, inquiries or the making of any offer or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iic) provide or cause to be provided any non-public information or data relating to the Bank in connection withadopt, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommendagree to, agree to or accept, endorse or propose publicly to approve, recommend, agree to or accept, recommend any Acquisition Proposal, (vd) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vie) initiate a shareholders’ vote or action by consent of the Bank’s Xxxxxxx’x shareholders with respect to an Acquisition Proposal, (viif) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Xxxxxxx that takes any action in support of an Acquisition Proposal, or (viiig) approve, endorse or endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related otherwise relating to any Acquisition ProposalTransaction.

Non-Solicit. The Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (iindirectly,(i) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) provide or cause to be provided any non-public information or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(dXxxxxxx 00 (x) of the Exchange Actxx xxx Xxxxxxxx Xxx) with respect to any voting securities of the Bank that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. (i) The Shareholder Company agrees that, following the date of this Agreement and prior to the earlier of the Closing or the date on which this Agreement is terminated pursuant to Section 8 hereof, it shall not, and it shall use his, her or cause each of its reasonable best efforts to cause his, her or Subsidiaries and its affiliates and each of their respective the Subsidiaries’ officers, directors, employees employees, advisors, agents and Representatives representatives, including any investment banker, attorney, advisor or accountant retained by it or any of the Subsidiaries (“Representatives”) not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Alternative Transaction Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company or the Subsidiaries in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Alternative Transaction Proposal (except to disclose the existence of the provisions of this Section)subsection, or (iiic) engage in any discussions or negotiations concerning an Acquisition Alternative Transaction Proposal (provided that the Shareholder Company may refer any such person or entity to the provisions of this Section) Subsection), or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Subsection by the Company, any Subsidiary or Representative of the Company or any Subsidiary shall constitute a breach of this Subsection by the Company and the Subsidiary. The Company shall, and shall cause each of the Subsidiaries to, and shall direct each of its Representatives to, (ivx) approveimmediately cease and cause to be terminated any existing activities, recommend, agree to discussions or accept, or propose publicly to approve, recommend, agree to or accept, negotiations with any Acquisition Proposal, (v) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) persons conducted heretofore with respect to an Acquisition any Alternative Transaction Proposal (except with respect to the transactions contemplated by this Agreement), (y) request the prompt return or destruction of all confidential information previously furnished to any person (other than the Merger Agreementparties hereto) that has made or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected indicated an intention to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to make an Acquisition Alternative Transaction Proposal, and (viiz) except by reason not waive or amend any “standstill” provision or provisions of this Agreement, become similar effect to which it is a member party or of which it is a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposalbeneficiary.

Non-Solicit. The Shareholder Until the Expiration Time and except as expressly permitted pursuant to the exceptions set forth in Sections 4.3 and 5.2 of the Merger Agreement as applied to the Stockholder mutatis mutandis, the Stockholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of providing non-public information regarding the Company or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion ofits Subsidiaries), any inquiry, proposal or offer that constitutes, constitutes or may would reasonably be expected to lead to, to an Acquisition Proposal, (ii) provide solicit, initiate, knowingly encourage or cause to be provided any non-public information participate or data relating to the Bank in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning regarding, or furnish to any Person (other than Parent, Merger Sub and their Representatives) any non-public information with respect to or in connection with, or take any other action to facilitate or encourage the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (provided that the Shareholder may refer Proposal, or continue, engage or participate in any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement negotiations concerning an Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (viii) solicit proxies or become a “participant” participant in a “solicitation” (as such terms are defined in Regulation 14A the solicitation of the Exchange Act) proxies with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ vote or action by consent of the Bank’s shareholders with respect to an Acquisition Proposal, (viiiv) initiate a stockholders’ vote or action by consent of Indigo’s stockholders with respect to an Acquisition Proposal, (v) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Indigo that takes any action in support of an Acquisition Proposal, or (viiivi) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger option agreement, investment joint venture agreement, acquisition agreement, option partnership agreement or other similar agreement related (whether or not binding) with respect to any an Acquisition ProposalTransaction (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 4.3(c) of the Merger Agreement).

Non-Solicit. The Each Shareholder shall not, and shall use his, her or its their respective reasonable best efforts to cause histheir respective controlled affiliates (which, her or its affiliates for the avoidance of doubt, shall not include other family members other than such Shareholder’s spouse and children sharing the same household) and each of their respective officers, directors, members, partners, employees and other Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the each Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger Integrated Mergers in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes takes, or intends to take, any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The In his, her or its capacity as a shareholder of the Company, and not in his or her capacity as a director or officer of the Company, as applicable (in which capacity the Shareholder may act in accordance with Section 6.11 of the Merger Agreement), the Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Securities Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Shareholder Each WLR Party shall not, and shall use his, her or its their respective reasonable best efforts to cause his, her or its their respective controlled affiliates and each of their respective officers, directors, members, partners, employees and other Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder each WLR Party may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger Integrated Mergers in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes takes, or intends to take, any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal. Nothing contained herein shall prohibit Xxxxx X. Xxxxxxxx III, in his capacity as a member of the Board of Directors of the Company, from taking any action in such capacity to the extent such action is consistent with his obligations under Sections 6.3 and 6.13 of the Merger Agreement.

Non-Solicit. The In his or her capacity as a shareholder of the Company, and not in his or her capacity as a director or officer of the Company (in which capacity the Shareholder may act in accordance with Sections 6.3 and 6.12 of the Merger Agreement), the Shareholder shall not, and shall use his, his or her or its reasonable best efforts to cause his, his or her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger Integrated Mergers in accordance with the terms of the Merger Agreement, (vif) initiate a shareholders’ vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, Proposal or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.

Non-Solicit. The Shareholder In his, her or its capacity as a stockholder of the Company, and not in his or her capacity as a director or officer of the Company, as applicable (in which capacity the Stockholder may act in accordance with Section 5.2 of the Merger Agreement), the Stockholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (ia) solicit, initiate, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (iib) provide or cause to be provided any non-public information or data relating to the Bank Company in connection with, or have any discussions with, any person relating to or in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iiic) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder Stockholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to knowingly encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ivd) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Acquisition Proposal, (ve) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Securities Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise knowingly encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vif) initiate a shareholdersstockholders’ vote or action by consent of the BankCompany’s shareholders stockholders with respect to an Acquisition Proposal, (viig) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, or (viiih) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal, except, in each, to the extent that the Company is permitted to take such action pursuant to Section 5.2 of the Merger Agreement.

Non-Solicit. The Shareholder shall not, and shall use his, her or its reasonable best efforts to cause his, her or its affiliates and each of their respective officers, directors, employees and Representatives not to, directly or indirectly, (i) initiate, solicit, initiateknowingly induce or encourage, encourage (including by providing information or assistance) or knowingly take any action to facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any inquiry, offer or proposal that which constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal, (ii) provide participate in any discussions or cause negotiations with any Person (other than, for the avoidance of doubt, Company’s officers, directors, employees and advisors or Buyer) regarding any Acquisition Proposal or furnish, or otherwise afford access, to be provided any Person (other than, for the avoidance of doubt, Company’s officers, directors, employees and advisors or Buyer) any non-public information or data relating with respect to the Bank in connection with, Company or have any discussions with, any person relating to or of its Subsidiaries in connection with an actual or proposed Acquisition Proposal (except to disclose the existence of the provisions of this Section), (iii) engage in any discussions or negotiations concerning an Acquisition Proposal (provided that the Shareholder may refer any such person or entity to the provisions of this Section) or otherwise take any action to encourage or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Company is a party, (iv) approveenter into any agreement, recommendagreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agree agreement in principle or letter of intent relating to or accept, or propose publicly to approve, recommend, agree to or accept, any an Acquisition Proposal, (v) solicit proxies or become a “participant” participant in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) solicitation with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (vi) initiate a shareholders’ shareholder vote or action by consent of the BankCompany’s shareholders with respect to an Acquisition Proposal, or (vii) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Bank Company that takes any action in support of an Acquisition Proposal, or (viii) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, investment agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal.