Common use of Fiduciary Event Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Choiceone Financial Services Inc)

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Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of a Corporation Fidelity 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 Fidelity’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 CorporationFidelity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dearborn Bancorp Inc /Mi/)

Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of a Corporation Company 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 such CorporationCompany'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 CorporationCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chemical Financial Corp)

Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of a Corporation Keystone 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 Keystone’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 CorporationKeystone.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Firstbank Corp)

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Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of a Corporation Home has (a) received in writing a "Superior Proposal Proposal" (defined below) that is then pending, (b) determined in good faith (based on the advice of legal counsel) that its fiduciary duties to such CorporationHome'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 such CorporationHome.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Old Kent Financial Corp /Mi/)

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