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 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 By the Company at any time prior to the MBI Shareholders Meetingdate the Company stockholder approval has been obtained, by MBI in order to concurrently enter concurrently into an Acquisition Proposal that has been received by MBI the Company and the MBI Company Board of Directors in compliance with Sections 6.11(a6.6(a) and (b) and that MBI’s the Company 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 the Company pursuant to this Section 8.1(h8.1(g) only after the fifth business calendar day following MBIthe Company’s provision of written notice to FNB Purchaser advising FNB Purchaser that the MBI Company Board of Directors is prepared to accept a Superior Proposal and setting forth the material terms and conditions of any such Superior Proposal, including the amount per share the Company’s stockholders will receive per share of Company Common Stock (it being understoodvaluing any non-cash consideration at what the Company Board determines in good faith, for after consultation with its independent financial advisor, to be the avoidance fair value of doubtthe non-cash consideration), 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 calendar day period, MBI the Company has negotiated, and has used its reasonable best efforts to cause caused its financial and legal advisors to negotiate, negotiate with FNB Purchaser 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 the Company 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, Purchaser and provided further provided that such termination shall not be effective until MBI the Company has paid the Break-up Fee provided by Section 6.11(f) and Expense Payment to FNBPurchaser.

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 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 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 BCSB Shareholder Meeting, by MBI BCSB in order to enter concurrently into an Acquisition Proposal that has been received by MBI BCSB and the MBI BCSB Board of Directors in compliance with Sections 6.11(a) and (b) and that MBIBCSB’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 BCSB pursuant to this Section 8.1(h8.1(g) only after the fifth business day following MBIBCSB’s provision of written notice to FNB advising FNB that the MBI BCSB 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 BCSB 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) MBIBCSB’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 BCSB 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 Pocono in order to enter concurrently into an Acquisition Proposal that has been received by MBI Pocono and the MBI Pocono Board of Directors in compliance with Sections 6.11(a6.8(a) and (b) and that MBI’s Pocono'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 Pocono pursuant to this Section 8.1(h8.1(g) only after the fifth business day Business Day following MBI’s Pocono's provision of written notice to FNB Parent advising FNB Parent, that the MBI Pocono 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 Business Day period, MBI Pocono has negotiated, and has used its reasonable best efforts to cause caused its financial and legal advisors to negotiate, negotiate with FNB Parent 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 Proposal, (ii) MBI’s Pocono'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, Parent and further provided that such termination shall not be effective until MBI Pocono has paid the Break-up Fee provided by Section 6.11(f) to FNBParent.

Superior Proposal. At any time prior to the MBI Shareholders Meetingdate of mailing of the Joint Proxy Statement, by MBI Omega in order to enter concurrently into an Acquisition Proposal that has been received by MBI Omega and the MBI Omega Board of Directors in compliance with Sections 6.11(a6.13 (a) and (b) and that MBIOmega’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 Omega pursuant to this Section 8.1(h8.1(g) only after the fifth business day following MBIOmega’s provision of written notice to FNB advising FNB FNB, that the MBI Omega Board of Directors is prepared to accept a Superior 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(h8.1(g)) and only if (i) during such five-business day period, MBI Omega 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 Proposal, (ii) MBIOmega’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 Omega 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 IRGB in order to enter concurrently into an Acquisition Proposal that has been received by MBI IRGB and the MBI IRGB Board of Directors in compliance with Sections 6.11(a) and (b) and that MBIIRGB’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 IRGB pursuant to this Section 8.1(h8.1(g) only after the fifth business day following MBIIRGB’s provision of written notice to FNB advising FNB FNB, that the MBI IRGB Board of Directors is prepared to accept a Superior 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(h8.1(g)) and only if (i) during such five-business day period, MBI IRGB 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 Proposal, (ii) MBIIRGB’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 IRGB 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 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.

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.