Common use of Superior Proposal Clause in Contracts

Superior Proposal. At any time prior to the MBI Shareholders Meeting, by MBI in order to enter concurrently into an Acquisition Proposal that has been received by MBI and the MBI Board of Directors in compliance with Sections 6.11(a) and (b) and that MBI’s Board of Directors concludes in good faith, in consultation with its financial and legal advisors, that such Acquisition Proposal is a Superior Proposal; provided, however, that this Agreement may be terminated by MBI pursuant to this Section 8.1(h) only after the fifth business day following MBI’s provision of written notice to FNB advising FNB that the MBI Board of Directors is prepared to accept a Superior Proposal (it being understood, for the avoidance of doubt, that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h)) and only if (i) during such five-business day period, MBI has negotiated, and has used its reasonable best efforts to cause its financial and legal advisors to negotiate, with FNB in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and (ii) MBI’s Board of Directors has considered any such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, and further provided that such termination shall not be effective until MBI has paid the Break-up Fee provided by Section 6.11(f) to FNB.

Superior Proposal. At at any time prior to the MBI Shareholders Meetingsuch time as the Requisite HBI Vote has been obtained, by MBI HBI in order to enter concurrently into an Acquisition Proposal that has been received by MBI HBI and the MBI HBI Board of Directors in compliance with Sections 6.11(a) and (b) and that MBIHBI’s Board of Directors concludes in good faith, in consultation with its financial and legal advisors, that such Acquisition Proposal is a Superior Proposal; provided, however, that this Agreement may be terminated by MBI HBI pursuant to this Section 8.1(h8.1(g) only after the fifth third (3rd) business day following MBIHBI’s provision of written notice to FNB advising FNB that the MBI HBI Board of Directors is prepared to accept a Superior Proposal (it being understood, for the avoidance of doubt, that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h8.1(g)) and only if (i) during such five-three (3) business day period, MBI HBI has negotiated, and has used its reasonable best efforts to cause its financial and legal advisors to negotiate, with FNB in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and (ii) MBIHBI’s Board of Directors has considered any such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, and further provided that such termination shall not be effective until MBI HBI has paid the Break-up Fee provided by Section 6.11(f) to FNB.; or

Superior Proposal. At any time prior to the MBI Shareholders Meetingdate of mailing of the Proxy Statement, by MBI ANNB in order to enter concurrently into an Acquisition Proposal that has been received by MBI ANNB and the MBI ANNB Board of Directors in compliance with Sections 6.11(a) and (b) and that MBIANNB’s Board of Directors concludes in good faith, in consultation with its financial and legal advisors, that such Acquisition Proposal is a Superior Proposal; provided, however, that this Agreement may be terminated by MBI ANNB pursuant to this Section 8.1(h8.1(g) only after the fifth business day following MBIANNB’s provision of written notice to FNB advising FNB that the MBI ANNB Board of Directors is prepared to accept a Superior Proposal (Proposal, it being understood, for the avoidance of doubt, agreed that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h)8.1(g) and only if (i) during such five-business day period, MBI ANNB has negotiated, and has used its reasonable best efforts to cause caused its financial and legal advisors to negotiate, negotiate with FNB in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and (ii) MBIANNB’s Board of Directors has considered any such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, FNB and further provided that such termination shall not be effective until MBI ANNB has paid the Break-up Fee provided by Section 6.11(f) to FNB.

Superior Proposal. At any time prior to the MBI Shareholders Meetingdate of mailing of the Proxy Statement, by MBI CBI in order to enter concurrently into an Acquisition Proposal that has been received by MBI CBI and the MBI CBI Board of Directors in compliance with Sections 6.11(a) and (b) and that MBICBI’s Board of Directors concludes in good faith, in consultation with its financial and legal advisors, that such Acquisition Proposal is a Superior Proposal; provided, however, that this Agreement may be terminated by MBI CBI pursuant to this Section 8.1(h8.1(g) only after the fifth business day following MBICBI’s provision of written notice to FNB advising FNB FNB, that the MBI CBI Board of Directors is prepared to accept a Superior Proposal (Proposal, it being understood, for the avoidance of doubt, agreed that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h)8.1(g) and only if (i) during such five-business day period, MBI CBI has negotiated, and has used its reasonable best efforts to cause caused its financial and legal advisors to negotiate, negotiate with FNB in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and (ii) MBICBI’s Board of Directors has considered any such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, FNB and further provided that such termination shall not be effective until MBI CBI has paid the Break-up Fee provided by Section 6.11(f) to FNB.

Superior Proposal. At at any time prior to the MBI Shareholders Meetingsuch time as the Requisite YDKN Vote has been obtained, by MBI YDKN in order to enter concurrently into an Acquisition Proposal that has been received by MBI YDKN and the MBI YDKN Board of Directors in compliance with Sections 6.11(a) and (b) and that MBIYDKN’s Board of Directors concludes in good faith, in consultation with its financial and legal advisors, that such Acquisition Proposal is a Superior Proposal; provided, however, that this Agreement may be terminated by MBI YDKN pursuant to Section 8.1(g) or this Section 8.1(h8.1(i) only after the fifth third (3rd) business day following MBIYDKN’s provision of written notice to FNB advising FNB that the MBI YDKN Board of Directors is prepared to accept a Superior Proposal (it being understood, for the avoidance of doubt, that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h8.1(i)) and only if (i) during such five-three (3) business day period, MBI YDKN has negotiated, and has used its reasonable best efforts to cause its financial and legal advisors to negotiate, with FNB in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and (ii) MBIYDKN’s Board of Directors has considered any such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, and further provided that such termination shall not be effective until MBI YDKN has paid the Break-up Fee provided by Section 6.11(f) to FNB.; or

Superior Proposal. At any time prior to the MBI Shareholders Meetingdate of mailing of the Proxy Statement, by MBI PVFC in order to enter concurrently into an Acquisition Proposal that has been received by MBI PVFC and the MBI PVFC Board of Directors in compliance with Sections 6.11(a) and (b) and that MBIPVFC’s Board of Directors concludes in good faith, in consultation with its financial and legal advisors, that such Acquisition Proposal is a Superior Proposal; provided, however, that this Agreement may be terminated by MBI PVFC pursuant to this Section 8.1(h8.1(g) only after the fifth business day following MBIPVFC’s provision of written notice to FNB advising FNB that the MBI PVFC Board of Directors is prepared to accept a Superior Proposal (Proposal, it being understood, for the avoidance of doubt, agreed that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h)8.1(g) and only if (i) during such five-business day period, MBI PVFC has negotiated, and has used its reasonable best efforts to cause caused its financial and legal advisors to negotiate, negotiate with FNB in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and (ii) MBIPVFC’s Board of Directors has considered any such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, and further provided that such termination shall not be effective until MBI PVFC has paid the Break-up Fee provided by Section 6.11(f) to FNB.

Superior Proposal. At at any time prior to the MBI Shareholders Meetingsuch time as the Requisite UBNC Vote has been obtained, by MBI UBNC in order to enter concurrently into an Acquisition Proposal that has been received by MBI UBNC and the MBI UBNC Board of Directors in compliance with Sections 6.11(a) and (b) and that MBIUBNC’s Board of Directors concludes in good faith, in consultation with its financial and legal advisors, that such Acquisition Proposal is a Superior Proposal; provided, however, that this Agreement may be terminated by MBI UBNC pursuant to this Section 8.1(h8.1(g) only after the fifth third (3rd) business day following MBIUBNC’s provision of written notice to FNB advising FNB that the MBI UBNC Board of Directors is prepared to accept a Superior Proposal (it being understood, for the avoidance of doubt, that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h8.1(g)) and only if (i) during such five-three (3) business day period, MBI UBNC has negotiated, and has used its reasonable best efforts to cause its financial and legal advisors to negotiate, with FNB in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and (ii) MBIUBNC’s Board of Directors has considered any such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, and further provided that such termination shall not be effective until MBI UBNC has paid the Break-up Fee provided by Section 6.11(f) to FNB.

Superior Proposal. At (i) By Parkway and Skyline or GSB, at any time prior to the MBI Shareholders GSB Meeting, by MBI in order for GSB to concurrently enter into an agreement with respect to a Superior Proposal; provided, that (A) this Agreement may be terminated by GSB pursuant to this Section 8.01(h) only after the fifth business day following Parkway's receipt of written notice from GSB advising Parkway that GSB is prepared to enter concurrently into an Acquisition agreement with respect to a Superior Proposal and only if, during such five (5) business day period, Parkway does not make an offer to GSB that has been received by MBI and the MBI GSB Board of Directors in compliance with Sections 6.11(a) and (b) and that MBI’s Board of Directors concludes determines in good faith, in after consultation with its financial and legal advisors, that such Acquisition is at least as favorable as the Superior Proposal is a Superior Proposal; providedand (B) GSB pays the Fee specified in Section 8.03, howeverand provided further, that this Agreement may not be terminated by MBI pursuant to Parkway, Skyline or GSB under this Section 8.1(h8.01(b) only after unless GSB has entered into, or, in the fifth business day following MBI’s provision case of GSB, concurrently enters into, an Acquisition Agreement with respect to the Superior Proposal. (ii) For purposes of this Agreement, a "Superior Proposal" means an unsolicited, bona fide written notice to FNB advising FNB Acquisition Proposal that the MBI Board of Directors is prepared to accept a Superior Proposal (it being understood, for the avoidance of doubtwas received and considered by GSB in compliance with Section 6.06, that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h)) and only if (i) during such five-business day periodGSB Board concludes in good faith, MBI has negotiated, and has used its reasonable best efforts to cause after consultation with its financial and outside legal advisors to negotiateadvisors, with FNB in good faith to make such adjustments in taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and including the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute (as it may be proposed to be amended by Parkway, as applicable) (A) is more favorable to the shareholders of GSB from a Superior Proposal financial point of view, than the transactions contemplated by this Agreement and (iiB) MBI’s Board is reasonably capable of Directors has considered any such adjustments in being completed on the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, and further provided that such termination shall not be effective until MBI has paid the Break-up Fee provided by Section 6.11(f) to FNBproposed.

Superior Proposal. At any time prior to the MBI Shareholders Meetingdate of mailing of the Proxy Statement, by MBI PFC in order to enter concurrently into an Acquisition Proposal that has been received by MBI PFC and the MBI PFC Board of Directors in compliance with Sections 6.11(a) and (b) and that MBIPFC’s Board of Directors concludes in good faith, in consultation with its financial and legal advisors, that such Acquisition Proposal is a Superior Proposal; provided, however, that this Agreement may be terminated by MBI PFC pursuant to this Section 8.1(h8.1(g) only after the fifth business day following MBIPFC’s provision of written notice to FNB advising FNB that the MBI PFC Board of Directors is prepared to accept a Superior Proposal (Proposal, it being understood, for the avoidance of doubt, agreed that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h)8.1(g) and only if (i) during such five-business day period, MBI PFC has negotiated, and has used its reasonable best efforts to cause caused its financial and legal advisors to negotiate, negotiate with FNB in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and (ii) MBIPFC’s Board of Directors has considered any such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, FNB and further provided that such termination shall not be effective until MBI PFC has paid the Break-up Fee provided by Section 6.11(f) to FNB.

Superior Proposal. At any time prior to the MBI date of the OBA Shareholders Meeting, by MBI OBA in order to enter concurrently into an Acquisition Proposal that has been received by MBI OBA and the MBI OBA Board of Directors in compliance with Sections 6.11(a) and (b) and that MBIOBA’s Board of Directors concludes in good faith, in consultation with its financial and legal advisors, that such Acquisition Proposal is a Superior Proposal; provided, however, that this Agreement may be terminated by MBI OBA pursuant to this Section 8.1(h8.1(g) only after the fifth business day following MBIOBA’s provision of written notice to FNB advising FNB that the MBI OBA Board of Directors is prepared to accept a Superior Proposal (Proposal, it being understood, for the avoidance of doubt, agreed that the delivery of such notice shall not entitle FNB to terminate this Agreement pursuant to this Section 8.1(h)8.1(g) and only if (i) during such five-business day period, MBI OBA has negotiated, and has used its reasonable best efforts to cause caused its financial and legal advisors to negotiate, negotiate with FNB in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and (ii) MBIOBA’s Board of Directors has considered any such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by FNB, and further provided that such termination shall not be effective until MBI OBA has paid the Break-up Fee provided by Section 6.11(f) to FNB.