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 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. 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. (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. By FPB in connection with entering into a definitive agreement to effect a Superior Proposal after making an FPB Subsequent Determination in accordance with Section 5.09(e).
Acceptance of Superior Proposal. By Somerset, if, without breaching Section 6.06, Somerset shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the Somerset Board, after consulting with and considering the written advice of Somerset's outside counsel and financial advisors, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 8.01(f) shall not be available to Somerset unless it delivers to First Indiana
(1) written notice of Somerset's intention to terminate at least five days prior to termination and (2) simultaneously with such termination, the Fee referred to in Section 8.03.
Acceptance of Superior Proposal. By TB in connection with entering into a definitive agreement to effect a Superior Proposal after making a TB Subsequent Determination in accordance with Section 5.13(e).
Acceptance of Superior Proposal. By Citizens, if, without breaching Section 6.06, Citizens shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the Citizens Board, after consulting with and considering the advice of Citizens' outside counsel and financial advisors, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 8.01(f) shall not be available to Citizens unless it delivers to Lincoln (1) written notice of Citizens' intention to terminate at least five days prior to termination and (2) simultaneously with such termination, the Fee referred to in Section 8.03.
