Common use of Standstill Provision Clause in Contracts

Standstill Provision. (a) Neither MetroCorp, nor its Subsidiaries nor any of their respective directors, officers, agents or representatives shall directly or indirectly take any action to (i) solicit, initiate, encourage or facilitate the making of any inquiries, or provide any information to, conduct any assessment of or participate in discussions or negotiate with any other party, with respect to any proposal that could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 9.3(d)); (ii) approve, endorse or recommend any Acquisition Proposal; (iii) enter into any Acquisition Agreement (as defined in Section 9.3(c)) relating to any Acquisition Proposal; or (iv) propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in Section 5.5(a), if MetroCorp or any of its representatives receive an unsolicited bona fide Acquisition Proposal before the MetroCorp Special Meeting that the MetroCorp Board has (i) determined in its good faith judgment (after consultation with MetroCorp’s Financial Advisor and outside legal counsel) that such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal (as defined in Section 9.3(f)); (ii) determined in its good faith judgment (after consultation with outside legal counsel) that the failure to take such action would cause it to violate its fiduciary duties under applicable law; and (iii) obtained from such person or entity an executed confidentiality agreement, then MetroCorp or its representatives may furnish information to and enter into discussions and negotiations with such other party. (c) MetroCorp agrees to orally notify East West immediately, and in writing within one (1) business day, after receipt of any unsolicited inquiries or Acquisition Proposals and provide reasonable detail as to the identity of the person making such proposal and the material terms of such Acquisition Proposal, request or inquiry. MetroCorp will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore that relate to any proposals for any of the foregoing transactions. MetroCorp will, and will cause the Banks to, take the necessary steps to inform the appropriate ndividuals or entities referred to in this Section 5.5 of the obligations undertaken in this Section 5.5.

Standstill Provision. (a) Neither MetroCorpthe Company, nor its Subsidiaries nor any of their respective directors, officers, agents or representatives shall directly or indirectly take any action to (i) solicit, initiate, encourage or facilitate the making of any inquiries, or provide any information to, conduct any assessment of or participate in discussions or negotiate with any other party, with respect to any proposal that which could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 9.3(d)); (ii) approve, endorse or recommend any Acquisition Proposal; (iii) enter into any Acquisition Agreement (as defined in Section 9.3(c)) relating to any Acquisition Proposal; or (iv) propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in Section 5.5(a), if MetroCorp the Company or any of its representatives receive receives an unsolicited bona fide Acquisition Proposal before the MetroCorp Special Meeting that the MetroCorp Company Board has (i) determined in its good faith judgment (after consultation with MetroCorpthe Company’s financial advisors set forth on Schedule 3.24 or a nationally recognized investment firm (the “Financial Advisor Advisor”), and outside legal counsel) that such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal (as defined in Section 9.3(f)); (ii) determined in its good faith judgment (after consultation with outside legal counsel) that the failure to take such action would cause it to violate its fiduciary duties under applicable law; and (iii) obtained from such person or entity an executed confidentiality agreement, then MetroCorp the Company or its representatives may furnish information to and enter into discussions and negotiations with such other party. (c) MetroCorp The Company agrees to notify Prosperity orally notify East West immediately, and in writing within one twenty-four (124) business dayhours, after receipt of any unsolicited inquiries or Acquisition Proposals and provide reasonable detail as to the identity of the person making such proposal and the material terms of such Acquisition Proposal, request or inquiry. MetroCorp The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore that relate to any proposals for any of the foregoing transactions. MetroCorp The Company will, and will cause the Banks Bank to, take the necessary steps to inform the appropriate ndividuals individuals or entities referred to in this Section 5.5 of the obligations undertaken in this Section 5.5.

Standstill Provision. (a) Neither MetroCorp, nor its Subsidiaries The Company agrees that neither it nor any of its Subsidiaries shall, and they shall instruct their respective directors, officers, agents or representatives shall not to, directly or indirectly take any action to (i) solicit, initiate, encourage or facilitate the making of any inquiriesinquiries with respect to, or provide any information to, conduct any assessment of or participate in discussions or negotiate with any other party, party with respect to any proposal that Acquisition Proposal (as defined herein) or which could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 9.3(d)); (ii) approve, endorse or recommend any Acquisition Proposal; (iii) enter into any Acquisition Agreement (as defined in Section 9.3(c)) relating to any Acquisition Proposal; or (iv) propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in Section 5.5(a), if MetroCorp the Company has complied with Section 5.5(a) and the Company or any of its representatives receive receives an unsolicited bona fide Acquisition Proposal before the MetroCorp Special Meeting Company Shareholder Approval that the MetroCorp Company Board has (i) determined in its good faith judgment (after consultation with MetroCorpthe Company’s financial advisors set forth in Section 3.23 of the Disclosure Schedules or a nationally recognized investment firm (the “Financial Advisor Advisor”), and the Company’s outside legal counsel) that such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal (as defined in Section 9.3(f)); Proposal, (ii) determined in its good faith judgment (after consultation with the Company’s outside legal counsel) that the failure to take such action would cause cause, or would be reasonably expected to cause, it to violate its fiduciary duties under applicable law; and (iii) obtained from such person or entity Person an executed confidentiality agreementagreement that is no less protective of the Company’s confidential information than the Letter of Intent (as defined herein), then MetroCorp the Company or its representatives may furnish information to and enter into discussions and negotiations with such other partyPerson. (c) MetroCorp The Company agrees to orally notify East West immediately, and Allegiance in writing within one three (13) business dayBusiness Days, after receipt of any unsolicited inquiries or Acquisition Proposals Proposal and provide reasonable detail as to the identity of the person Person making such proposal Acquisition Proposal and the material terms of such Acquisition Proposal, request or inquiry. MetroCorp The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties Person conducted heretofore that relate to any proposals for any of the foregoing transactionsAcquisition Proposal. MetroCorp The Company will, and will cause the Banks Bank to, take the necessary steps to inform the appropriate ndividuals or entities Persons referred to in this Section 5.5 of the obligations undertaken in this Section 5.5.