Qualifying Strategic Transaction Proposal shall have the meaning given that term in Section 5.1.3.
Qualifying Strategic Transaction Proposal shall have the meaning given that term in Section 4.1.2.
Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal (which Proposal may be conditional) that (x) is delivered to the Board of Directors (whether directly or through a Representative of Eldorado), (y) identifies a price or range of values to be paid for the capital stock, assets or liabilities of Eldorado or the Bank that are to be sold or otherwise transferred pursuant to such Proposal, and (z) in the good faith determination of the Board of Directors of Eldorado, based on the advice of Eldorado's counsel and on a written opinion of Eldorado's investment bankers to the effect that such Proposal is financially more favorable to the Shareholders than the terms of the Merger (including due to a higher price or range of values offered by such Proposal), requires the Board of Directors to take (or cause Eldorado to take) one or more of the actions described in clauses (b) through (e) of the immediately preceding sentence in order to comply with the Board of Directors' fiduciary duties owed to the Shareholders.
More Definitions of Qualifying Strategic Transaction Proposal
Qualifying Strategic Transaction Proposal means 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 Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which the Board of Directors shall have determined, after consultation with Community's counsel, that the action by Community contemplated under either clause (a), (b) or (c), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the Community Shareholders, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by Community to the effect that the financial terms of such Strategic Transaction Proposal are, from such shareholders' perspective, financially superior to the Common Stock Consideration.
Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which the Board of Directors shall have determined, after consultation with SUBJECT BANK's counsel, that the action by SUBJECT BANK contemplated under either clause (a), (b) or (c), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the SUBJECT BANK Shareholders, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by SUBJECT BANK to the effect that the financial terms of such Strategic Transaction Proposal are, from such shareholders' perspective, financially superior to the Merger Consideration.
Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which the Board of Directors shall have determined, after consultation with TNB's counsel, that the action by TNB contemplated under either clause (a), (b) or (c), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the TNB Shareholders, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by TNB to the effect that the financial terms of such Strategic Transaction Proposal are, from such shareholders' perspective, financially superior to the Consideration.
Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which KRBHC's or KRB's Board of Directors shall have determined, after consultation with KRBHC's or KRB's counsel, that the action by 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 KRBHC 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 KRBHC or KRB to the effect that the financial terms of such Strategic Transaction Proposal are, from KRBHC's shareholders' or KRB's shareholder's perspective, superior to the Merger and the PS Merger.
Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which BOS's Board of Directors shall have determined, after consultation with BOS's counsel, that the action by 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 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 BOS to the effect that the financial terms of such Strategic Transaction Proposal are, from BOS's shareholders' perspective, superior to the Merger.
Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which VIBC's Board of Directors shall have determined, after consultation with VIBC's counsel, that the action by VIBC 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 VIBC Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by VIBC to the effect that the financial terms of such Strategic Transaction Proposal are, from VIBC's shareholders' perspective, superior to the Merger.