Common use of Qualifying Proposal Clause in Contracts

Qualifying Proposal. Notwithstanding Section 5.6(a), following receipt of a Qualifying Strategic Transaction Proposal (as hereinafter defined), neither KRBHC nor KRB nor any of their 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 VIBC, provided the third party shall have entered into a confidentiality agreement, (ii) taking and disclosing to KRBHC's shareholders a position contemplated by Rule 14e-2(a) under the Securities Exchange Act of 1934, or otherwise making disclosure of the Qualifying Strategic Transaction Proposal to KRBHC's shareholders, or (iii) subject to the terms of Section 11.1(e), terminating this Agreement. For purposes of this Section 5.6, a "Qualifying Strategic Transaction Proposal" shall mean 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 Proposal. Notwithstanding Section 5.6(a), following receipt of a MVB Qualifying Strategic Transaction Proposal (as hereinafter defined), neither KRBHC nor KRB MVB nor any of their its Representatives shall be prohibited from from: (i) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a MVB Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to VIBCWSB, provided the third party shall have entered into a confidentiality agreement, ; (ii) taking and disclosing to KRBHCMVB's shareholders a position contemplated by Rule 14e-2(a) under the Securities Exchange Act of 1934Act, or otherwise making disclosure of the MVB Qualifying Strategic Transaction Proposal to KRBHCMVB's shareholders, ; or (iii) subject to the terms of Section 11.1(e11.1(d), terminating this Agreement. For purposes of this Section 5.6, a "MVB Qualifying Strategic Transaction Proposal" shall mean a bona fide written MVB Strategic Transaction Proposal with respect to which KRBHC's or KRBMVB's Board of Directors shall have determined, after consultation with KRBHC's or KRBMVB's counsel, that the action by KRBHC or KRB MVB 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 KRBHCMVB Stock, 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 MVB to the effect that the financial terms of such MVB Strategic Transaction Proposal are, from KRBHCMVB's shareholders' or KRB's shareholder's perspective, superior to the Merger and the PS Merger.

Qualifying Proposal. Notwithstanding Section 5.6(a), following receipt of a CCB Qualifying Strategic Transaction Proposal (as hereinafter defined), neither KRBHC nor KRB CCB nor any of their its Representatives shall be prohibited from from: (i) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a CCB Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to VIBCWSB, provided the third party shall have entered into a confidentiality agreement, ; (ii) taking and disclosing to KRBHCCCB's shareholders a position contemplated by Rule 14e-2(a) under the Securities Exchange Act of 1934Act, or otherwise making disclosure of the CCB Qualifying Strategic Transaction Proposal to KRBHCCCB's shareholders, ; or (iii) subject to the terms of Section 11.1(e11.1(d), terminating this Agreement. For purposes of this Section 5.6, a "CCB Qualifying Strategic Transaction Proposal" shall mean a bona fide written CCB Strategic Transaction Proposal with respect to which KRBHC's or KRBCCB's Board of Directors shall have determined, after consultation with KRBHC's or KRBCCB's counsel, that the action by KRBHC or KRB CCB 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 KRBHCCCB Stock, 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 CCB to the effect that the financial terms of such CCB Strategic Transaction Proposal are, from KRBHCCCB's shareholders' or KRB's shareholder's perspective, superior to the Merger and the PS Merger.

Qualifying Proposal. Notwithstanding Section 5.6(a6.6(a), following receipt of a WSB Qualifying Strategic Transaction Proposal (as hereinafter defined), neither KRBHC nor KRB WSB, any of the WSB Subsidiaries, nor any of their Representatives shall be prohibited from from: (i) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a WSB Qualifying Strategic Transaction Proposal and thereafter providing to such third party information previously provided or made available to VIBCMVB, provided the third party shall have entered into a confidentiality agreement, ; (ii) taking and disclosing to KRBHCWSB's shareholders a position contemplated by Rule 14e-2(a) under the Securities Exchange Act of 1934Act, or otherwise making disclosure of the WSB Qualifying Strategic Transaction Proposal to KRBHCWSB's shareholders, ; or (iii) subject to the terms of Section 11.1(e), ) terminating this Agreement. For purposes of this Section 5.66.6, a "WSB Qualifying Strategic Transaction Proposal" shall mean a bona fide written WSB Strategic Transaction Proposal with respect to which KRBHC's or KRBWSB's Board of Directors shall have determined, after consultation with KRBHC's or KRBWSB's counsel, that the action by KRBHC or KRB WSB 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 KRBHCWSB Stock, 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 WSB to the effect that the financial terms of such WSB Strategic Transaction Proposal are, from KRBHCWSB's shareholders' or KRB's shareholder's perspective, superior to the Merger and the PS Merger.

Qualifying Proposal. Notwithstanding Section 5.6(a), following receipt of a Qualifying Strategic Transaction Proposal (as hereinafter defined), neither KRBHC nor KRB BOS nor any of their 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 VIBC, provided the third party shall have entered into a confidentiality agreement, (ii) taking and disclosing to KRBHCBOS's shareholders a position contemplated by Rule 14e-2(a) under the Securities Exchange Act of 1934, or otherwise making disclosure of the Qualifying Strategic Transaction Proposal to KRBHCBOS's shareholders, or (iii) subject to the terms of Section 11.1(e11.1(d), terminating this Agreement. For purposes of this Section 5.6, a "Qualifying Strategic Transaction Proposal" shall mean a bona fide written Strategic Transaction Proposal with respect to which KRBHC's or KRBBOS's Board of Directors shall have determined, after consultation with KRBHC's or KRBBOS's counsel, that the action by KRBHC or KRB 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 of KRBHC to the holders of KRBHC Stock or by the Board of Directors of KRB to KRBHCBOS Stock, 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 BOS to the effect that the financial terms of such Strategic Transaction Proposal are, from KRBHCBOS's shareholders' or KRB's shareholder's perspective, superior to the Merger and the PS Merger.