Common use of Alternative Proposal Clause in Contracts

Alternative Proposal. XXXX 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 XXXX receives an unsolicited written bona fide Alternative Proposal and the XXXX Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, 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 the XXXX Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions 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, XXXX 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. 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 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. XXXX will promptly (within one business day) advise 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 will keep MBFI apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a substantially current basis.

Alternative Proposal. XXXX FXXX 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 XXXX FXXX receives an unsolicited written bona fide Alternative Proposal and the XXXX FXXX Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, XXXX 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 the XXXX FXXX Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions 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, XXXX FXXX 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. XXXX 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 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. XXXX FXXX will promptly (within one business day) advise 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 will keep MBFI apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a substantially current basis.

Alternative Proposal. XXXX 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 XXXX eventMFB receives an unsolicited written bona fide Alternative Proposal and the XXXX MFB Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, XXXX 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 XXXX MFB Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions may would likely 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, XXXX 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. XXXX 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 MBFI 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. XXXX MFB will promptly (within one business day) advise MBFI 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 MBFI MutualFirst apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a substantially current basis.

Alternative Proposal. XXXX 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 XXXX MFB receives an unsolicited written bona fide Alternative Proposal and the XXXX MFB Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, XXXX 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 XXXX MFB Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions may would likely 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, XXXX 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. XXXX 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 MBFI 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. XXXX MFB will promptly (within one business day) advise MBFI 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 MBFI MutualFirst apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a substantially current basis.