Alternative Proposal. (step 5)
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Alternative Proposal. MFB agrees that it shall not, and shall cause its Subsidiaries and its and its Representatives and affiliates not to, (a) initiate, solicit, encourage or knowingly facilitate any inquiries or proposals with respect to, any Alternative Proposal or (b) engage in any negotiations concerning, or provide any nonpublic information to, or have any discussions with, any Person relating to, any Alternative Proposal; provided that, in the event MFB receives an unsolicited written bona fide Alternative Proposal and the MFB Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, MFB may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (b) above to the extent that the MFB Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions would likely result in a violation of its fiduciary duties under applicable Indiana law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, MFB shall have entered into a confidentiality agreement with such third party on terms substantially identical in all material respects to the confidentiality agreement previously entered into by the Parties. MFB will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than MutualFirst with respect to any Alternative Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Alternative Proposal. MFB will promptly (within one business day) advise MutualFirst following receipt of any Alternative Proposal of all of the material terms thereof (including the identity of the Person making such Alternative Proposal), and will keep MutualFirst apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a current basis.
Alternative Proposal. On or prior to the date hereof, there -------------------- has not been any bona fide publicly announced Alternative Proposal (as defined in Section 7.1 hereof) with respect to the Company or any of its Subsidiaries nor has there been made public an intention (whether or not conditional) to make such an Alternative Proposal with respect to the Company or any of its Subsidiaries.
Alternative Proposal. (a) The Company shall, and shall direct and use reasonable efforts to cause its subsidiaries and any of its or its subsidiaries' directors, officers, employees, investment bankers, attorneys or other agents or representatives immediately to cease any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Proposal (as defined below). The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any of its subsidiaries or any of its or its subsidiaries' directors, officers, employees, investment bankers, attorneys or other agents or representatives, (x) directly or indirectly, to initiate, solicit or encourage, or take any action to facilitate the making of any offer or proposal that constitutes or is reasonably likely to lead to any Alternative Proposal or (y) directly or indirectly, engage in negotiations or provide any confidential information or data to any person relating to any Alternative Proposal. The Company shall notify Parent orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal). Notwithstanding anything in this Section 6.2 to the contrary, in response to an unsolicited Alternative Proposal which did not result from a breach of this Section 6.2, unless the Company Shareholders Approval has been obtained, the Company may furnish information to, and afford access to the properties, books and records of the Company and its subsidiaries to the person making the Alternative Proposal (i) not earlier than 24 hours after providing written notice to Parent regarding such Alternative Proposal, including the terms and conditions thereof, and the identity of the person or group making the Alternative Proposal and (ii) participate in discussions with such person or group regarding the Alternative Proposal if, but only to the extent that (A) the Board of Directors of the Company has reasonably concluded in good faith (after consultation with its financial advisors) that the person or group making the Alternative Proposal will have adequate sources of financing to consummate the Alternative Proposal and that the Alternative Proposal is more favorable to the Company's shareholders than the Merger (taking into account, without limitation, the likelihood that all required regulatory approvals for such Alternative Proposal will be obtained in a prompt and timely manner), (B) the Board of Directors...
Alternative Proposal. Alternative Proposal" will have the meaning given in Section 6.2 hereof.
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Alternative Proposal. If this Agreement is validly terminated pursuant to Section 9.1.4.1, then (i) Razorfish shall pay to the Parent the Expense Reimbursement, and, if (ii)(A) prior to such termination there exists an Alternative Proposal (whether or not such offer or proposal has been rejected or has been withdrawn prior to the time of such termination), and (B) within six (6) months of such termination, Razorfish or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, that Alternative Proposal, then upon the signing of a definitive agreement relating to such Alternative Proposal, or, if no such agreement is signed, then upon consummation of any such Alternative Proposal, Razorfish shall pay to the Parent the Termination Fee.
Alternative Proposal. By Buyer upon written notice to Seller and the Shareholders of a default under Section 8.9, or any of Seller, CVF or Heptagon accepts an Alternative Proposal or publicly announces that any of them are considering whether to accept an Alternative Proposal.
