Fiduciary Event Clause Samples
Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of a Corporation has (a) received in writing a Superior Proposal that is then pending, (b) determined in good faith (based on the advice of legal counsel) that its fiduciary duties to such Corporation's shareholders under applicable law would require the board of directors to withdraw, modify, or change its recommendation, and (c) determined to accept and recommend the Superior Proposal to the shareholders of such Corporation.
Fiduciary Event. A "FIDUCIARY EVENT" shall have occurred when the Board of Directors of First Evergreen has (a) received in writing a "Superior Proposal" (as defined below), which is then pending, (b) received the written advice of independent legal counsel that the failure to so withdraw, modify, or change its recommendation would more likely than not cause the Board of Directors of First Evergreen to breach its fiduciary duties to First Evergreen's stockholders under applicable law, (c) determined in good faith that the failure to so withdraw, modify, or change its recommendation would cause the Board of Directors of First Evergreen to breach its fiduciary duties to First Evergreen's stockholders under applicable law, and (d) determined to accept and recommend the Superior Proposal to the stockholders of First Evergreen.
Fiduciary Event. A "FIDUCIARY EVENT" shall have occurred when the board of directors of CFSB has (a) received in writing a "Superior Proposal" (as defined below), which is then pending, (b) determined in good faith (after consultation with independent legal counsel) that the failure to so withdraw, modify, or change its recom- mendation would cause the board of directors of CFSB to breach its fiduciary duties to CFSB's stockholders under applicable law, and (c) determined to accept and recommend the Superior Proposal to the stock holders of CFSB.
Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of Grand Premier has (a) received in writing a "Superior Proposal" (defined below), which is then pending, (b) determined in good faith (based on the advice of legal counsel) that the failure to so withdraw, modify, or change its recommendation would cause the board of directors of Grand Premier to breach its fiduciary duties to Grand Premier's stockholders under applicable law, and (c) determined to accept and recommend the Superior Proposal to the stockholders of Grand Premier.
Fiduciary Event. A "Fiduciary Event" shall have occurred when the Board of Directors of O.A.K. has (i) received in writing a Superior Proposal that is then pending, (ii) determined in good faith (based on the advice of outside legal counsel) that its fiduciary duties to O.A.K.'s shareholders under applicable law require the Board of Directors to withdraw, modify, or change its recommendation, and (iii) determined to accept and recommend the Superior Proposal to the shareholders of O.A.K.
Fiduciary Event. A "FIDUCIARY EVENT" shall have occurred when the board of directors of Merchants has (a) received in writing a "Superior Proposal" (defined below), which is then pending, (b) determined in good faith (based on the advice of legal counsel) that the failure to so withdraw, modify, or change its recommendation would cause the board of directors of Merchants to breach its fiduciary duties to Merchants' stockholders under applicable law, and (c) determined to accept and recommend the Superior Proposal to the stockholders of Merchants.
Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of Shoreline has (a) received in writing a Superior Proposal (as defined below) that is then pending, (b) determined in good faith (having considered the advice of legal counsel) that its fiduciary duties to Shoreline's shareholders under applicable law would require the board of directors to so withdraw, modify, or change its recommendation, and (c) determined to accept and recommend the Superior Proposal to the shareholders of Shoreline.
Fiduciary Event. A “Fiduciary Event” shall have occurred when the Board of Directors of ICNB has (a) received in writing a Superior Proposal that is then pending, (b) determined in good faith (having considered the advice of legal counsel) that its fiduciary duties to ICNB’s shareholders under applicable law would require the Board of Directors to withdraw, modify, or change its recommendation, and (c) determined to accept and recommend the Superior Proposal to the shareholders of ICNB.
Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of Home has (a) received in writing a "Superior Proposal" (defined below) that is then pending, (b) determined in good faith (based on the advice of legal counsel) that its fiduciary duties to Home's shareholders under applicable law would require the board of directors to so withdraw, modify, or change its recommendation, and (c) determined to accept and recommend the Superior Proposal to the shareholders of Home.