Common use of Strategic Transactions Clause in Contracts

Strategic Transactions. Except as provided in Section 6.6(c), WSB and the WSB Subsidiaries: (i) shall not, and shall instruct and cause each of their Representatives not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any WSB Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 6.6(b), shall not, and shall instruct and cause each of their Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any WSB Strategic Transaction Proposal with any party other than MVB. WSB and the WSB Subsidiaries shall notify MVB promptly after any WSB Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a WSB Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, WSB or the WSB Subsidiaries or any of their Representatives, and shall disclose to MVB the identity of the third party making or seeking to make such WSB Strategic Transaction Proposal, the terms and conditions thereof and such other information as MVB reasonably may request; provided, however, that if WSB or any of the WSB Subsidiaries receives a WSB Strategic Transaction Proposal and the foregoing disclosure of such WSB Strategic Transaction Proposal to MVB would violate a confidentiality agreement by which WSB or the WSB Subsidiaries are bound, WSB: (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement: (ii) shall return such 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 MVB that a 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 6.6, a "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, WSB or any of the WSB Subsidiaries, or any merger or other business combination involving WSB or any of the WSB Subsidiaries, or any recapitalization involving WSB or any of the WSB Subsidiaries resulting in an extraordinary dividend or distribution to WSB's shareholders or a self-tender for or redemption of more than 10% of the outstanding shares of WSB Stock.

Strategic Transactions. Except as provided in Section 6.6(c), WSB VIBC and the WSB SubsidiariesVIB: (i) shall not, and shall instruct and cause each of their Representatives not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any WSB Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 6.6(b6.5(b), shall not, and shall instruct and cause each of their Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any WSB Strategic Transaction Proposal (as hereinafter defined) with any party other than MVBBOS. WSB VIBC and the WSB Subsidiaries VIB shall notify MVB BOS promptly after any WSB Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a WSB Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, WSB VIBC or the WSB Subsidiaries VIB or any of their Representatives, and shall disclose to MVB BOS the identity of the third party making or seeking to make such WSB Strategic Transaction Proposal, the terms and conditions thereof and such other information as MVB BOS reasonably may request; provided, however, that if WSB VIBC or any of the WSB Subsidiaries VIB receives a WSB Strategic Transaction Proposal and the foregoing disclosure of such WSB Strategic Transaction Proposal to MVB BOS would violate a confidentiality agreement by which WSB VIBC or the WSB Subsidiaries are VIB is bound, WSB: VIBC (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement: , (ii) shall return such 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 MVB BOS that a 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 6.6, a A "WSB 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, WSB VIBC or any of the WSB Subsidiaries, VIB or any merger or other business combination involving WSB VIBC or any of the WSB Subsidiaries, VIB or any recapitalization involving WSB VIBC or any of the WSB Subsidiaries VIB resulting in an extraordinary dividend or distribution to WSBVIBC's or VIB's shareholders or a self-tender for or redemption of more than 10% some or all of the outstanding shares of WSB VIBC Stock.

Strategic Transactions. Except as provided in Section 6.6(c), WSB and the WSB Subsidiaries: (i) shall not, and shall instruct and cause each of their Representatives not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any WSB Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 6.6(b), shall not, and shall instruct and cause each of their Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any WSB Strategic Transaction Proposal with any party other than MVBCCB. WSB and the WSB Subsidiaries shall notify MVB CCB promptly after any WSB Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a WSB Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, WSB or the WSB Subsidiaries or any of their Representatives, and shall disclose to MVB CCB the identity of the third party making or seeking to make such WSB Strategic Transaction Proposal, the terms and conditions thereof and such other information as MVB CCB reasonably may request; provided, however, that if WSB or any of the WSB Subsidiaries receives a WSB Strategic Transaction Proposal and the foregoing disclosure of such WSB Strategic Transaction Proposal to MVB CCB would violate a confidentiality agreement by which WSB or the WSB Subsidiaries are bound, WSB: (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement: (ii) shall return such 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 MVB CCB that a 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 6.6, a "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, WSB or any of the WSB Subsidiaries, or any merger or other business combination involving WSB or any of the WSB Subsidiaries, or any recapitalization involving WSB or any of the WSB Subsidiaries resulting in an extraordinary dividend or distribution to WSB's shareholders or a self-tender for or redemption of more than 10% of the outstanding shares of WSB Stock.

Strategic Transactions. Except as provided in Section 6.6(c), WSB and the WSB SubsidiariesMVB: (i) shall not, and shall instruct and cause each of their Representatives its directors, officers, employees, agents, representatives and advisors ("Representatives") not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any WSB MVB Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 6.6(b5.6(b), shall not, and shall instruct and cause each of their its Representatives not to, furnish any non-non- public information relating to or participate in any negotiations, discussions or other activities concerning, any WSB MVB Strategic Transaction Proposal with any party other than MVBWSB. WSB and the WSB Subsidiaries MVB shall notify MVB WSB promptly after any WSB MVB Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a WSB MVB Strategic Transaction Proposal are sought to be initiated withinitiated, directly or indirectly, WSB or the WSB Subsidiaries with MVB or any of their its Representatives, and shall disclose to MVB WSB the identity of the third party making or seeking to make such WSB MVB Strategic Transaction Proposal, the terms and conditions thereof and such other information as MVB WSB reasonably may request; provided, however, that if WSB or any of the WSB Subsidiaries MVB receives a WSB MVB Strategic Transaction Proposal and the foregoing disclosure of such WSB MVB Strategic Transaction Proposal to MVB WSB would violate a confidentiality agreement by which WSB or the WSB Subsidiaries are MVB is bound, WSBMVB: (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement: ; (ii) shall return such WSB 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 MVB WSB that a WSB 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 6.65.6, a "WSB 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, WSB or any of the WSB Subsidiaries, MVB or any merger or other business combination involving WSB or any of the WSB Subsidiaries, MVB or any recapitalization involving WSB or any of the WSB Subsidiaries MVB resulting in an extraordinary dividend or distribution to WSBMVB's shareholders or a self-tender for or redemption of more than 10% some or all of the outstanding shares of WSB MVB Stock.