Common use of Alternative Proposal Clause in Contracts

Alternative Proposal. Seller agrees that it shall not, and shall cause its Subsidiaries and its and its Subsidiaries' Representatives and affiliates not to, (a) initiate, solicit, or encourage 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 Seller receives an unsolicited written bona fide Alternative Proposal and the Seller Board concludes in good faith that such Alternative Proposal constitutes or is reasonably likely to result in a Superior Proposal, Seller may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (b) above to the extent that Seller's Board concludes in good faith (after the receipt of written advice from its outside counsel) that the failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable Delaware law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, Seller shall have entered into a confidentiality agreement with such third party on terms no less favorable to Seller than the confidentiality agreement previously entered into by Purchaser and Seller. Seller 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 Purchaser 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. Seller will promptly (within one business day) advise Purchaser following receipt of any Alternative Proposal of all of the material terms thereof (including the identity of the Person making such Alternative Proposal and in the case of a written bona fide Alternative Proposal, a copy thereof), and will keep Purchaser promptly apprised of any related developments, discussions and negotiations (including the terms and conditions, in reasonable detail, of the Alternative Proposal) on a current basis.

Alternative Proposal. Seller First SecurityFed agrees that it shall not, and shall cause its Subsidiaries and its and its Subsidiaries' Representatives and affiliates not to, (a) initiate, solicit, encourage or encourage 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 Seller First SecurityFed receives an unsolicited written bona fide Alternative Proposal and the Seller First SecurityFed Board concludes in good faith that such Alternative Proposal constitutes or is reasonably likely to result in a Superior Proposal, Seller First SecurityFed may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (b) above to the extent that Seller's the First SecurityFed Board concludes in good faith (after the receipt of written advice from its outside counsel) that the failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable Delaware law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, Seller First SecurityFed shall have entered into a confidentiality agreement with such third party on terms no less favorable to Seller First 47 Next Page SecurityFed than the confidentiality agreement previously entered into by Purchaser and Sellerthe Parties. Seller First SecurityFed 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 Purchaser MB 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. Seller First SecurityFed will promptly (within one business day) advise Purchaser MB following receipt of any Alternative Proposal of all of the material terms thereof (including the identity of the Person making such Alternative Proposal and in the case of a written bona fide Alternative Proposal, a copy thereof), and will keep Purchaser promptly MB apprised of any related developments, discussions and negotiations (including the terms and conditions, in reasonable detail, conditions of the Alternative Proposal) on a current basis.

Alternative Proposal. Seller MFB agrees that it shall not, and shall cause its Subsidiaries and its and its Subsidiaries' Representatives and affiliates not to, (a) initiate, solicit, encourage or encourage 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 Seller eventMFB receives an unsolicited written bona fide Alternative Proposal and the Seller MFB Board concludes in good faith that such Alternative Proposal constitutes or is reasonably likely to may result in a Superior Proposal, Seller 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 Seller's the MFB Board concludes determines in good faith (after the receipt of written advice from its outside counsel) that the failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable Delaware Indiana law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, Seller MFB shall have entered into a confidentiality agreement with such third party on terms no less favorable substantially identical in all material respects to Seller than the confidentiality agreement previously entered into by Purchaser and Sellerthe Parties. Seller 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 Purchaser 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. Seller MFB will promptly (within one business day) advise Purchaser 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 in the case of a written bona fide Alternative Proposal, a copy thereof), and will keep Purchaser promptly MutualFirst apprised of any related developments, discussions and negotiations (including the terms and conditions, in reasonable detail, conditions of the Alternative Proposal) on a current basis.

Alternative Proposal. Seller XXXX agrees that it shall not, and shall cause its Subsidiaries and its and its Subsidiaries' Representatives and affiliates not to, (a) initiate, solicit, encourage or encourage 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 Seller XXXX receives an unsolicited written bona fide Alternative Proposal and the Seller XXXX Board concludes in good faith that such Alternative Proposal constitutes or is reasonably likely to may result in a Superior Proposal, Seller XXXX may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (b) above to the extent that Seller's the XXXX Board concludes determines in good faith (after the receipt of written advice from its outside counsel) that the failure to take such actions would more likely than not may result in a violation of its fiduciary duties under applicable Delaware law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, Seller XXXX shall have entered into a confidentiality agreement with such third party on terms no less favorable substantially identical in all material respects to Seller than the confidentiality agreement previously entered into by Purchaser and Sellerthe Parties. Seller XXXX 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 Purchaser MBFI 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. Seller XXXX will promptly (within one business day) advise Purchaser MBFI following receipt of any Alternative Proposal of all of the material terms thereof (including the identity of the Person making such Alternative Proposal and in the case of a written bona fide Alternative Proposal, a copy thereof), and will keep Purchaser promptly MBFI apprised of any related developments, discussions and negotiations (including the terms and conditions, in reasonable detail, conditions of the Alternative Proposal) on a substantially current basis.

Alternative Proposal. Seller FXXX agrees that it shall not, and shall cause its Subsidiaries and its and its Subsidiaries' Representatives and affiliates not to, (a) initiate, solicit, encourage or encourage 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 Seller FXXX receives an unsolicited written bona fide Alternative Proposal and the Seller FXXX Board concludes in good faith that such Alternative Proposal constitutes or is reasonably likely to may result in a Superior Proposal, Seller FXXX may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (b) above to the extent that Seller's the FXXX Board concludes determines in good faith (after the receipt of written advice from its outside counsel) that the failure to take such actions would more likely than not may result in a violation of its fiduciary duties under applicable Delaware law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, Seller FXXX shall have entered into a confidentiality agreement with such third party on terms no less favorable substantially identical in all material respects to Seller than the confidentiality agreement previously entered into by Purchaser and Sellerthe Parties. Seller FXXX 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 Purchaser MBFI 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. Seller FXXX will promptly (within one business day) advise Purchaser MBFI following receipt of any Alternative Proposal of all of the material terms thereof (including the identity of the Person making such Alternative Proposal and in the case of a written bona fide Alternative Proposal, a copy thereof), and will keep Purchaser promptly MBFI apprised of any related developments, discussions and negotiations (including the terms and conditions, in reasonable detail, conditions of the Alternative Proposal) on a substantially current basis.

Alternative Proposal. Seller MFB agrees that it shall not, and shall cause its Subsidiaries and its and its Subsidiaries' Representatives and affiliates not to, (a) initiate, solicit, encourage or encourage 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 Seller MFB receives an unsolicited written bona fide Alternative Proposal and the Seller MFB Board concludes in good faith that such Alternative Proposal constitutes or is reasonably likely to may result in a Superior Proposal, Seller 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 Seller's the MFB Board concludes determines in good faith (after the receipt of written advice from its outside counsel) that the failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable Delaware Indiana law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, Seller MFB shall have entered into a confidentiality agreement with such third party on terms no less favorable substantially identical in all material respects to Seller than the confidentiality agreement previously entered into by Purchaser and Sellerthe Parties. Seller 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 Purchaser 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. Seller MFB will promptly (within one business day) advise Purchaser 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 in the case of a written bona fide Alternative Proposal, a copy thereof), and will keep Purchaser promptly MutualFirst apprised of any related developments, discussions and negotiations (including the terms and conditions, in reasonable detail, conditions of the Alternative Proposal) on a current basis.