Common use of Acceptance of Superior Proposal Clause in Contracts

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 FSBAlliance, if, without breaching Section 6.064.8, FSB Alliance 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 Alliance Board, after consulting with and considering the advice of FSBAlliance'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 Alliance unless it delivers to Lincoln Horizon (1a) written notice of FSBAlliance's intention to terminate at least five (5) days prior to termination and (2b) simultaneously with such termination, the Fee referred to in Section 9.037.11. For purposes of this Section 9.01(g)Section, "Superior ProposalSUPERIOR 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 Alliance receiving the Acquisition Proposal, taking into account the various legal, financial and regulatory aspects of the proposal and the person making such proposal, (1i) if accepted, is significantly more likely than not to be consummated, and (2ii) if consummated, is reasonably likely to result in a materially more favorable transaction than the Company Merger for FSB Alliance and its shareholders and other relevant constituencies.

Acceptance of Superior Proposal. By FSBMFC, if, without breaching Section 6.06, FSB MFC 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 MFC Board, after consulting with and considering the advice of FSBMFC'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 MFC unless it delivers to Lincoln UCB (1) written notice of FSBMFC'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 MFC 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 MFC and its shareholders and other relevant constituencies.

Acceptance of Superior Proposal. By FSBCBI, if, without breaching Section 6.06, FSB CBI 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 CBI Board, after consulting with and considering the advice of FSB's CBI’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 CBI unless it delivers to Lincoln CHC (1) written notice of FSB's CBI’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 CBI 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 CBI and its shareholders and other relevant constituencies.. 9.02