Common use of Qualifying Proposal Clause in Contracts

Qualifying Proposal. Notwithstanding Section 5.6(a), following receipt of a CCB Qualifying Strategic Transaction Proposal (as hereinafter defined), neither CCB nor any of its Representatives shall be prohibited from: (i) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a CCB Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to WSB, provided the third party shall have entered into a confidentiality agreement; (ii) taking and disclosing to CCB's shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act, or otherwise making disclosure of the CCB Qualifying Strategic Transaction Proposal to CCB's shareholders; or (iii) subject to the terms of Section 11.1(d), terminating this Agreement. For purposes of this Section 5.6, a "CCB Qualifying Strategic Transaction Proposal" shall mean a bona fide written CCB Strategic Transaction Proposal with respect to which CCB's Board of Directors shall have determined, after consultation with CCB's counsel, that the action by CCB contemplated under either clause (i), (ii) or (iii), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the holders of CCB Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by CCB to the effect that the financial terms of such CCB Strategic Transaction Proposal are, from CCB's shareholders' perspective, superior to the Merger.

Qualifying Proposal. Notwithstanding Section 5.6(a), following receipt of a CCB Qualifying Strategic Transaction Proposal (as hereinafter defined), neither CCB KRBHC nor KRB nor any of its their Representatives shall be prohibited from: from (i) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a CCB Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to WSBVIBC, provided the third party shall have entered into a confidentiality agreement; , (ii) taking and disclosing to CCBKRBHC's shareholders a position contemplated by Rule 14e-2(a) under the Securities Exchange ActAct of 1934, or otherwise making disclosure of the CCB Qualifying Strategic Transaction Proposal to CCBKRBHC's shareholders; , or (iii) subject to the terms of Section 11.1(d11.1(e), terminating this Agreement. For purposes of this Section 5.6, a "CCB Qualifying Strategic Transaction Proposal" shall mean a bona fide written CCB Strategic Transaction Proposal with respect to which CCBKRBHC's or KRB's Board of Directors shall have determined, after consultation with CCBKRBHC's or KRB's counsel, that the action by CCB KRBHC or KRB contemplated under either clause (i), (ii) or (iii), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors of KRBHC to the holders of CCB StockKRBHC Stock or by the Board of Directors of KRB to KRBHC, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by CCB KRBHC or KRB to the effect that the financial terms of such CCB Strategic Transaction Proposal are, from CCBKRBHC's shareholders' or KRB's shareholder's perspective, superior to the Merger and the PS Merger.

Qualifying Proposal. Notwithstanding Section 5.6(a6.6(a), following receipt of a CCB WSB Qualifying Strategic Transaction Proposal (as hereinafter defined), neither CCB WSB, any of the WSB Subsidiaries, nor any of its their Representatives shall be prohibited from: (i) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a CCB WSB Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to WSBMVB, provided the third party shall have entered into a confidentiality agreement; (ii) taking and disclosing to CCBWSB's shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act, or otherwise making disclosure of the CCB WSB Qualifying Strategic Transaction Proposal to CCBWSB's shareholders; or (iii) subject to the terms of Section 11.1(d), 11.1(e) terminating this Agreement. For purposes of this Section 5.66.6, a "CCB WSB Qualifying Strategic Transaction Proposal" shall mean a bona fide written CCB WSB Strategic Transaction Proposal with respect to which CCBWSB's Board of Directors shall have determined, after consultation with CCBWSB's counsel, that the action by CCB WSB contemplated under either clause (i), (ii) or (iii), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the holders of CCB WSB Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by CCB WSB to the effect that the financial terms of such CCB WSB Strategic Transaction Proposal are, from CCBWSB's shareholders' perspective, superior to the Merger.

Qualifying Proposal. Notwithstanding Section 5.6(a), following receipt of a CCB MVB Qualifying Strategic Transaction Proposal (as hereinafter defined), neither CCB MVB nor any of its Representatives shall be prohibited from: (i) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a CCB MVB Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to WSB, provided the third party shall have entered into a confidentiality agreement; (ii) taking and disclosing to CCBMVB's shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act, or otherwise making disclosure of the CCB MVB Qualifying Strategic Transaction Proposal to CCBMVB's shareholders; or (iii) subject to the terms of Section 11.1(d), terminating this Agreement. For purposes of this Section 5.6, a "CCB MVB Qualifying Strategic Transaction Proposal" shall mean a bona fide written CCB MVB Strategic Transaction Proposal with respect to which CCBMVB's Board of Directors shall have determined, after consultation with CCBMVB's counsel, that the action by CCB MVB contemplated under either clause (i), (ii) or (iii), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the holders of CCB MVB Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by CCB MVB to the effect that the financial terms of such CCB MVB Strategic Transaction Proposal are, from CCBMVB's shareholders' perspective, superior to the Merger.

Qualifying Proposal. Notwithstanding Section 5.6(a), following receipt of a CCB Qualifying Strategic Transaction Proposal (as hereinafter defined), neither CCB BOS nor any of its Representatives shall be prohibited from: from (i) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a CCB Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to WSBVIBC, provided the third party shall have entered into a confidentiality agreement; , (ii) taking and disclosing to CCBBOS's shareholders a position contemplated by Rule 14e-2(a) under the Securities Exchange ActAct of 1934, or otherwise making disclosure of the CCB Qualifying Strategic Transaction Proposal to CCBBOS's shareholders; , or (iii) subject to the terms of Section 11.1(d), terminating this Agreement. For purposes of this Section 5.6, a "CCB Qualifying Strategic Transaction Proposal" shall mean a bona fide written CCB Strategic Transaction Proposal with respect to which CCBBOS's Board of Directors shall have determined, after consultation with CCBBOS's counsel, that the action by CCB BOS contemplated under either clause (i), (ii) or (iii), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the holders of CCB BOS Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by CCB BOS to the effect that the financial terms of such CCB Strategic Transaction Proposal are, from CCBBOS's shareholders' perspective, superior to the Merger.