Common use of Superior Proposal Clause in Contracts

Superior Proposal. at any time prior to the such time as the Requisite HBI Vote has been obtained, by HBI in order to enter concurrently into an Acquisition Proposal that has been received by HBI and the HBI Board of Directors in compliance with Sections 6.11(a) and (b) and that HBI’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 HBI pursuant to this Section 8.1(g) only after the third (3rd) business day following HBI’s provision of written notice to FNB advising FNB that the 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(g)) and only if (i) during such three (3) business day period, 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) HBI’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 HBI has paid the Break-up Fee provided by Section 6.11(f) to FNB; or

Superior Proposal. at At any time prior to the such time as the Requisite HBI Vote has been obtainedMBI Shareholders Meeting, by HBI MBI in order to enter concurrently into an Acquisition Proposal that has been received by HBI MBI and the HBI MBI Board of Directors in compliance with Sections 6.11(a) and (b) and that HBIMBI’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 HBI MBI pursuant to this Section 8.1(g8.1(h) only after the third (3rd) fifth business day following HBIMBI’s provision of written notice to FNB advising FNB that the HBI 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(g8.1(h)) and only if (i) during such three (3) five-business day period, HBI 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) HBIMBI’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 HBI MBI has paid the Break-up Fee provided by Section 6.11(f) to FNB; or.

Superior Proposal. at At any time prior to the such time as date of mailing of the Requisite HBI Vote has been obtainedProxy Statement, by HBI CBI in order to enter concurrently into an Acquisition Proposal that has been received by HBI CBI and the HBI CBI Board of Directors in compliance with Sections 6.11(a) and (b) and that HBICBI’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 HBI CBI pursuant to this Section 8.1(g) only after the third (3rd) fifth business day following HBICBI’s provision of written notice to FNB advising FNB FNB, that the HBI 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(g)) and only if (i) during such three (3) five-business day period, HBI 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) HBICBI’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 HBI CBI has paid the Break-up Fee provided by Section 6.11(f) to FNB; or.

Superior Proposal. at At any time prior to the such time as date of mailing of the Requisite HBI Vote has been obtainedProxy Statement, by HBI ANNB in order to enter concurrently into an Acquisition Proposal that has been received by HBI ANNB and the HBI ANNB Board of Directors in compliance with Sections 6.11(a) and (b) and that HBIANNB’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 HBI ANNB pursuant to this Section 8.1(g) only after the third (3rd) fifth business day following HBIANNB’s provision of written notice to FNB advising FNB that the HBI 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(g)) and only if (i) during such three (3) five-business day period, HBI 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) HBIANNB’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 HBI ANNB has paid the Break-up Fee provided by Section 6.11(f) to FNB; or.

Superior Proposal. at At any time prior to the such time as date of mailing of the Requisite HBI Vote has been obtainedProxy Statement, by HBI PVFC in order to enter concurrently into an Acquisition Proposal that has been received by HBI PVFC and the HBI PVFC Board of Directors in compliance with Sections 6.11(a) and (b) and that HBIPVFC’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 HBI PVFC pursuant to this Section 8.1(g) only after the third (3rd) fifth business day following HBIPVFC’s provision of written notice to FNB advising FNB that the HBI 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(g)) and only if (i) during such three (3) five-business day period, HBI 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) HBIPVFC’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 HBI PVFC has paid the Break-up Fee provided by Section 6.11(f) to FNB; or.

Superior Proposal. at any time prior to the such time as the Requisite HBI YDKN Vote has been obtained, by HBI YDKN in order to enter concurrently into an Acquisition Proposal that has been received by HBI YDKN and the HBI YDKN Board of Directors in compliance with Sections 6.11(a) and (b) and that HBIYDKN’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 HBI YDKN pursuant to Section 8.1(g) or this Section 8.1(g8.1(i) only after the third (3rd) business day following HBIYDKN’s provision of written notice to FNB advising FNB that the HBI 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(g8.1(i)) and only if (i) during such three (3) business day period, HBI 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) HBIYDKN’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 HBI YDKN has paid the Break-up Fee provided by Section 6.11(f) to FNB; or

Superior Proposal. at At any time prior to the such time as date of mailing of the Requisite HBI Vote has been obtainedProxy Statement, by HBI PFC in order to enter concurrently into an Acquisition Proposal that has been received by HBI PFC and the HBI PFC Board of Directors in compliance with Sections 6.11(a) and (b) and that HBIPFC’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 HBI PFC pursuant to this Section 8.1(g) only after the third (3rd) fifth business day following HBIPFC’s provision of written notice to FNB advising FNB that the HBI 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(g)) and only if (i) during such three (3) five-business day period, HBI 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) HBIPFC’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 HBI PFC has paid the Break-up Fee provided by Section 6.11(f) to FNB; or.

Superior Proposal. (i) By Parkway and Skyline or GSB, at any time prior to the such time as the Requisite HBI Vote has been obtainedGSB Meeting, by HBI 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 HBI and the HBI GSB Board of Directors in compliance with Sections 6.11(a) and (b) and that HBI’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 HBI pursuant to Parkway, Skyline or GSB under this Section 8.1(g8.01(b) only after unless GSB has entered into, or, in the third case of GSB, concurrently enters into, an Acquisition Agreement with respect to the Superior Proposal. (3rdii) business day following HBI’s provision For purposes of this Agreement, a "Superior Proposal" means an unsolicited, bona fide written notice to FNB advising FNB Acquisition Proposal that the HBI 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(g)) and only if (i) during such three (3) business day periodGSB Board concludes in good faith, HBI 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) HBI’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 HBI has paid the Break-up Fee provided by Section 6.11(f) to FNB; orproposed.

Superior Proposal. at any time prior to the such time as the Requisite HBI UBNC Vote has been obtained, by HBI UBNC in order to enter concurrently into an Acquisition Proposal that has been received by HBI UBNC and the HBI UBNC Board of Directors in compliance with Sections 6.11(a) and (b) and that HBIUBNC’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 HBI UBNC pursuant to this Section 8.1(g) only after the third (3rd) business day following HBIUBNC’s provision of written notice to FNB advising FNB that the HBI 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(g)) and only if (i) during such three (3) business day period, HBI 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) HBIUBNC’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 HBI UBNC has paid the Break-up Fee provided by Section 6.11(f) to FNB; or.

Superior Proposal. at At any time prior to the such time as date of the Requisite HBI Vote has been obtainedOBA Shareholders Meeting, by HBI OBA in order to enter concurrently into an Acquisition Proposal that has been received by HBI OBA and the HBI OBA Board of Directors in compliance with Sections 6.11(a) and (b) and that HBIOBA’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 HBI OBA pursuant to this Section 8.1(g) only after the third (3rd) fifth business day following HBIOBA’s provision of written notice to FNB advising FNB that the HBI 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(g)) and only if (i) during such three (3) five-business day period, HBI 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) HBIOBA’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 HBI OBA has paid the Break-up Fee provided by Section 6.11(f) to FNB; or.