Common use of Qualifying Proposal Clause in Contracts

Qualifying Proposal. Notwithstanding Subsection 6.4(a), following ------------------- receipt of a Qualifying Strategic Transaction Proposal, neither Community West 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 Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to Palomar, provided the third party shall have entered into a confidentiality agreement, (ii) taking and disclosing to Community West's shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act, or otherwise making disclosure of the Qualifying Strategic Transaction Proposal to Community West's shareholders, or (iii) subject to the terms of Subsection 11.1(e) terminating this Agreement. For purposes of this Section 6.4, a "Qualifying Strategic Transaction Proposal" shall mean a bona fide written Strategic Transaction Proposal with respect to which Community West's Board of Directors shall have determined, after consultation with Community West's counsel, that the action by Community West 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 Community West Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by Community West to the effect that the financial terms of such Strategic Transaction Proposal are, from Community West's shareholders' perspective, superior to the Merger.

Qualifying Proposal. Notwithstanding Subsection 6.4(a5.4(a), following ------------------- receipt of a Qualifying Strategic Transaction Proposal, neither Community West Palomar 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 Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to PalomarCommunity West, provided the third party shall have entered into a confidentiality agreement, (ii) taking and disclosing to Community WestPalomar's shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act, or otherwise making disclosure of the Qualifying Strategic Transaction Proposal to Community WestPalomar's shareholders, or (iii) subject to the terms of Subsection 11.1(e11.1(d) terminating this Agreement. For purposes of this Section 6.45.4, a "Qualifying Strategic Transaction Proposal" shall Proposal"shall mean a bona fide written Strategic Transaction Proposal with respect to which Community WestPalomar's Board of Directors shall have determined, after consultation with Community WestPalomar's counsel, that the action by Community West Palomar 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 Community West Palomar Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by Community West Palomar to the effect that the financial terms of such Strategic Transaction Proposal are, are from Community WestPalomar's shareholders' perspective, perspective superior to the Merger.