Acceptance of Superior Proposal. By FSB, if, without breaching Section 6.06, FSB shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the FSB Board, after consulting with and considering the advice of FSB's outside counsel and financial advisors, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 9.01(g) shall not be available to FSB unless it delivers to Lincoln (1) written notice of FSB's intention to terminate at least five days prior to termination and (2) simultaneously with such termination, the Fee referred to in Section 9.03. For purposes of this Section 9.01(g), "Superior Proposal" means an Acquisition Proposal made by a third party after the date hereof which, in the good faith judgment of the Board of Directors of FSB receiving the Acquisition Proposal, taking into account the various legal, financial and regulatory aspects of the proposal and the person making such proposal, (1) if accepted, is significantly more likely than not to be consummated, and (2) if consummated, is reasonably likely to result in a materially more favorable transaction than the Company Merger for FSB and its shareholders and other relevant constituencies.
Acceptance of Superior Proposal. By Target, if Target has received a Superior Proposal and Target’s Board of Directors has made a determination to accept such Superior Proposal. The Party desiring to terminate this Agreement pursuant to any clause of this Section 8.1 (other than clause (a)) shall give written notice of such termination to the other Party in accordance with Section 9.4, specifying the provision or provisions hereof pursuant to which such termination is effected.
Acceptance of Superior Proposal. By FFB in connection with entering into a definitive agreement to effect a Superior Proposal after making an FFB Subsequent Determination in accordance with Section 5.09(e).
Acceptance of Superior Proposal. By SWGB in connection with entering into a definitive agreement to effect a Superior Proposal after making an SWGB Subsequent Determination in accordance with Section 5.09(d).
Acceptance of Superior Proposal. By Community Financial, if, without breaching Section 6.06, Community Financial shall enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the Community Financial Board, after consulting with and considering the advice of Community Financial’s outside counsel and financial advisors, to constitute a Superior Proposal (as defined below); provided, that the right to terminate this Agreement under this Section 9.01(f) shall not be available to Community Financial unless it delivers to CHC (1) written notice of Community Financial’s intention to terminate at least five (5) days prior to termination and (2) simultaneously with such termination, the Fee referred to in Section 9.04. For purposes of this Section 9.01(f), “Superior Proposal” means an Acquisition Proposal made by a third party after the date hereof which, in the good faith judgment of the Board of Directors of Community Financial, taking into account the financial aspects of the proposal and the person making such proposal, (1) if accepted, is more likely than not to be consummated, and (2) if consummated, is reasonably likely to result in a more favorable transaction than the Company Merger for Community Financial and its shareholders.
Acceptance of Superior Proposal. By the Company, if the Company has received a Superior Proposal and the Company Board has made a determination to accept such Superior Proposal;
Acceptance of Superior Proposal. (a) If this Agreement is terminated by the Purchasers pursuant to Section 9.1(d)(ii) and, within eighteen (18) months of such termination, a Superior Proposal is consummated or a definitive agreement with respect to a Superior Proposal is entered into, then, on the Business Day immediately following the date of consummation of such Superior Proposal, the Verizon Selling Shareholders or Vodafone, as the case may be, shall pay to Sub in immediately available funds an amount equal to ninety-five percent (95%) of the difference between (i) the aggregate consideration received by such Verizon Selling Shareholders or Vodafone, as the case may be, upon consummation of the Superior Proposal and (ii) the aggregate consideration that such Verizon Selling Shareholders or Vodafone, as the case may be, would have received upon consummation of the Offers for the Securities transferred in the Superior Proposal.
Acceptance of Superior Proposal. TOK shall not accept, approve or recommend or enter into any agreement (except for a confidentiality agreement permitted pursuant to Section 6.4) in respect of an Acquisition Proposal on the basis that it constitutes a Superior Proposal unless:
Acceptance of Superior Proposal. If the Company receives a Superior Proposal and the Company’s Board of Directors determines in good faith, after consultation with its outside legal counsel, that accepting such Superior Proposal and terminating this Agreement is required in order to comply with the Company’s directors’ fiduciary duties under Oklahoma Law, the Company’s Board of Directors may, in response to such a Superior Proposal, terminate this Agreement pursuant to Section 8.3(b), provided that the Company’s Board of Directors shall not terminate this Agreement unless and until (i) the Company has given Parent five calendar days’ prior written notice of its intention to terminate this Agreement to enter into a transaction contemplated by a Superior Proposal, which notice shall specify the terms and conditions of any such Superior Proposal and the identity of the Person making such Superior Proposal and shall contemporaneously provide Parent with a copy of the most current written draft agreements and ancillary documents with the Person making such Superior Proposal (it being understood and agreed that any material revision to such Superior Proposal shall require a new five calendar days’ prior written notice to Parent from the Company) and (ii) the Company shall, and shall cause its financial advisors and legal counsel to, negotiate with Parent and its representatives in good faith (to the extent Parent desires to negotiate) to attempt to make such adjustments in the terms and conditions of this Agreement so that such proposal no longer constitutes a Superior Proposal and the Company’s Board of Directors shall have considered in good faith any proposed changes to this Agreement proposed in writing by Parent.
Acceptance of Superior Proposal. By Xxxxxxx, if, without breaching Section 4.9, Xxxxxxx shall enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the Xxxxxxx Board, after consulting with and considering the advice of Xxxxxxx'x outside counsel and financial advisor, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section shall not be available to Xxxxxxx unless it delivers to F&M and F&M Bank (a) written notice of Xxxxxxx'x intention to terminate at least five (5) days prior to termination and (b) simultaneously with such termination, the Fee referred to in Section 7.11. For purposes of this Section, "SUPERIOR PROPOSAL" means an Acquisition Proposal made by a third party after the date hereof which, in the good faith judgment of the Board of Directors of Xxxxxxx receiving the Acquisition Proposal, taking into account the various legal, financial and regulatory aspects of the proposal and the person making such proposal, (i) if accepted, is significantly more likely than not to be consummated, and (ii) if consummated, is reasonably likely to result in a materially more favorable transaction than the Bank Merger for Xxxxxxx and its shareholders and other relevant constituencies.
