Common use of Fiduciary Event Clause in Contracts

Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of 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 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 Keystone.

Appears in 1 contract

Samples: Merger Agreement (Firstbank Corp)

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Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of Keystone 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 Keystone’s 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 KeystoneHome.

Appears in 1 contract

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

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

Appears in 1 contract

Samples: Merger Agreement (Choiceone Financial Services Inc)

Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of Keystone 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 Keystone’s Company'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 KeystoneCompany.

Appears in 1 contract

Samples: Merger Agreement (Chemical Financial Corp)

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Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of Keystone 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 KeystoneFidelity’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 KeystoneFidelity.

Appears in 1 contract

Samples: Merger Agreement (Dearborn Bancorp Inc /Mi/)

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