Common use of Strategic Transactions Clause in Contracts

Strategic Transactions. MVB: (i) shall not, and shall instruct and cause each of its directors, officers, employees, agents, representatives and advisors ("Representatives") not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any MVB Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 5.6(b), shall not, and shall instruct and cause each of its Representatives not to, furnish any non- public information relating to or participate in any negotiations, discussions or other activities concerning, any MVB Strategic Transaction Proposal with any party other than WSB. MVB shall notify WSB promptly after any MVB Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a MVB Strategic Transaction Proposal are sought to be initiated, directly or indirectly, with MVB or any of its Representatives, and shall disclose to WSB the identity of the third party making or seeking to make such MVB Strategic Transaction Proposal, the terms and conditions thereof and such other information as WSB reasonably may request; provided, however, that if MVB receives a MVB Strategic Transaction Proposal and the foregoing disclosure of such MVB Strategic Transaction Proposal to WSB would violate a confidentiality agreement by which MVB is bound, MVB: (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement; (ii) shall return such MVB Strategic Transaction Proposal to the initiating party without substantive response; and (iii) to the extent such disclosure has not been made under clause (i) of this sentence, shall notify WSB that a MVB Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. For purposes of this Section 5.6, a "MVB Strategic Transaction Proposal" means any proposal regarding an acquisition or purchase of all or a significant (i.e., more than 5%) portion of the assets of or a significant equity interest in, MVB or any merger or other business combination involving MVB or any recapitalization involving MVB resulting in an extraordinary dividend or distribution to MVB's shareholders or a self-tender for or redemption of some or all of the outstanding shares of MVB Stock.

Strategic Transactions. MVBExcept as provided in Section 6.6(c), WSB and the WSB Subsidiaries: (i) shall not, and shall instruct and cause each of its directors, officers, employees, agents, representatives and advisors ("Representatives") their Representatives not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any MVB WSB Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 5.6(b6.6(b), shall not, and shall instruct and cause each of its their Representatives not to, furnish any non- non-public information relating to or participate in any negotiations, discussions or other activities concerning, any MVB WSB Strategic Transaction Proposal with any party other than WSBMVB. MVB WSB and the WSB Subsidiaries shall notify WSB MVB promptly after any MVB WSB Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a MVB WSB Strategic Transaction Proposal are sought to be initiatedinitiated with, directly or indirectly, with MVB WSB or the WSB Subsidiaries or any of its their Representatives, and shall disclose to WSB MVB the identity of the third party making or seeking to make such MVB WSB Strategic Transaction Proposal, the terms and conditions thereof and such other information as WSB MVB reasonably may request; provided, however, that if MVB WSB or any of the WSB Subsidiaries receives a MVB WSB Strategic Transaction Proposal and the foregoing disclosure of such MVB WSB Strategic Transaction Proposal to WSB MVB would violate a confidentiality agreement by which MVB is WSB or the WSB Subsidiaries are bound, MVBWSB: (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement; : (ii) shall return such MVB WSB Strategic Transaction Proposal to the initiating party without substantive response; : and (iii) to the extent such disclosure has not been made under clause (i) of this sentence, shall notify WSB MVB that a MVB WSB Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. For purposes of this Section 5.66.6, a "MVB WSB Strategic Transaction Proposal" means any proposal regarding an acquisition or purchase of all or a significant (i.e., more than 5%) portion of the assets of or a significant equity interest in, MVB WSB or any of the WSB Subsidiaries, or any merger or other business combination involving MVB WSB or any of the WSB Subsidiaries, or any recapitalization involving MVB WSB or any of the WSB Subsidiaries resulting in an extraordinary dividend or distribution to MVBWSB's shareholders or a self-tender for or redemption of some or all more than 10% of the outstanding shares of MVB WSB Stock.

Strategic Transactions. MVBExcept as provided in Section 6.6(c), WSB and the WSB Subsidiaries: (i) shall not, and shall instruct and cause each of its directors, officers, employees, agents, representatives and advisors ("Representatives") their Representatives not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any MVB WSB Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 5.6(b6.6(b), shall not, and shall instruct and cause each of its their Representatives not to, furnish any non- non-public information relating to or participate in any negotiations, discussions or other activities concerning, any MVB WSB Strategic Transaction Proposal with any party other than WSBCCB. MVB WSB and the WSB Subsidiaries shall notify WSB CCB promptly after any MVB WSB Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a MVB WSB Strategic Transaction Proposal are sought to be initiatedinitiated with, directly or indirectly, with MVB WSB or the WSB Subsidiaries or any of its their Representatives, and shall disclose to WSB CCB the identity of the third party making or seeking to make such MVB WSB Strategic Transaction Proposal, the terms and conditions thereof and such other information as WSB CCB reasonably may request; provided, however, that if MVB WSB or any of the WSB Subsidiaries receives a MVB WSB Strategic Transaction Proposal and the foregoing disclosure of such MVB WSB Strategic Transaction Proposal to WSB CCB would violate a confidentiality agreement by which MVB is WSB or the WSB Subsidiaries are bound, MVBWSB: (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement; : (ii) shall return such MVB WSB Strategic Transaction Proposal to the initiating party without substantive response; : and (iii) to the extent such disclosure has not been made under clause (i) of this sentence, shall notify WSB CCB that a MVB WSB Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. For purposes of this Section 5.66.6, a "MVB WSB Strategic Transaction Proposal" means any proposal regarding an acquisition or purchase of all or a significant (i.e., more than 5%) portion of the assets of or a significant equity interest in, MVB WSB or any of the WSB Subsidiaries, or any merger or other business combination involving MVB WSB or any of the WSB Subsidiaries, or any recapitalization involving MVB WSB or any of the WSB Subsidiaries resulting in an extraordinary dividend or distribution to MVBWSB's shareholders or a self-tender for or redemption of some or all more than 10% of the outstanding shares of MVB WSB Stock.

Strategic Transactions. MVBVIBC and VIB: (i) shall not, and shall instruct and cause each of its directors, officers, employees, agents, representatives and advisors ("Representatives") their Representatives not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any MVB Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 5.6(b6.5(b), shall not, and shall instruct and cause each of its their Representatives not to, furnish any non- non-public information relating to or participate in any negotiations, discussions or other activities concerning, any MVB Strategic Transaction Proposal (as hereinafter defined) with any party other than WSBBOS. MVB VIBC and VIB shall notify WSB BOS promptly after any MVB Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a MVB Strategic Transaction Proposal are sought to be initiatedinitiated with, directly or indirectly, with MVB VIBC or VIB or any of its their Representatives, and shall disclose to WSB BOS the identity of the third party making or seeking to make such MVB Strategic Transaction Proposal, the terms and conditions thereof and such other information as WSB BOS reasonably may request; provided, however, that if MVB VIBC or VIB receives a MVB Strategic Transaction Proposal and the foregoing disclosure of such MVB Strategic Transaction Proposal to WSB BOS would violate a confidentiality agreement by which MVB VIBC or VIB is bound, MVB: VIBC (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement; , (ii) shall return such MVB Strategic Transaction Proposal to the initiating party without substantive response; , and (iii) to the extent such disclosure has not been made under clause (i) of this sentence, shall notify WSB BOS that a MVB Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. For purposes of this Section 5.6, a A "MVB Strategic Transaction Proposal" means any proposal regarding an a Strategic Transaction. For purposes of this Section 6.5, a "Strategic Transaction" means any acquisition or purchase of all or a significant (i.e., more than 5%) portion of the assets of or a significant equity interest in, MVB VIBC or VIB or any merger or other business combination involving MVB VIBC or VIB or any recapitalization involving MVB VIBC or VIB resulting in an extraordinary dividend or distribution to MVBVIBC's or VIB's shareholders or a self-tender for or redemption of some or all of the outstanding shares of MVB VIBC Stock.