Common use of Alternative Proposal Clause in Contracts

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. 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 eventMFB 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. MFB 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 MFB FXXX receives an unsolicited written bona fide Alternative Proposal and the MFB FXXX Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, MFB 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 MFB FXXX Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions would likely may result in a violation of its fiduciary duties under applicable Indiana Delaware law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, MFB 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. MFB 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 MutualFirst 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. MFB FXXX will promptly (within one business day) advise MutualFirst 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 MutualFirst 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. MFB 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 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 Seller receives an unsolicited written bona fide Alternative Proposal and the MFB Seller Board concludes in good faith that such Alternative Proposal constitutes or may is reasonably likely to result in a Superior Proposal, MFB 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 the MFB Seller's Board determines 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 Indiana Delaware law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, MFB Seller shall have entered into a confidentiality agreement with such third party on terms substantially identical in all material respects no less favorable to Seller than the confidentiality agreement previously entered into by the PartiesPurchaser and Seller. MFB 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 MutualFirst 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. MFB Seller will promptly (within one business day) advise MutualFirst 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 MutualFirst Purchaser promptly apprised of any related developments, discussions and negotiations (including the terms and conditions conditions, in reasonable detail, of the Alternative Proposal) on a current basis.

Alternative Proposal. MFB 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 MFB XXXX receives an unsolicited written bona fide Alternative Proposal and the MFB XXXX Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, MFB 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 MFB XXXX Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions would likely may result in a violation of its fiduciary duties under applicable Indiana Delaware law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, MFB 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. MFB 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 MutualFirst 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. MFB XXXX will promptly (within one business day) advise MutualFirst 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 MutualFirst MBFI apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a substantially current basis.