Common use of Alternative Proposal Clause in Contracts

Alternative Proposal. F▇▇▇ agrees that it shall not, and shall cause its Subsidiaries and its and its Representatives and affiliates not to, (a) initiate, solicit, encourage or knowingly facilitate any inquiries or proposals with respect to, any Alternative Proposal or (b) engage in any negotiations concerning, or provide any nonpublic information to, or have any discussions with, any Person relating to, any Alternative Proposal; provided that, in the event F▇▇▇ receives an unsolicited written bona fide Alternative Proposal and the F▇▇▇ Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, F▇▇▇ may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (b) above to the extent that the F▇▇▇ Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions may result in a violation of its fiduciary duties under applicable Delaware law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, F▇▇▇ shall have entered into a confidentiality agreement with such third party on terms substantially identical in all material respects to the confidentiality agreement previously entered into by the Parties. F▇▇▇ will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than MBFI with respect to any Alternative Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Alternative Proposal. F▇▇▇ will promptly (within one business day) advise MBFI following receipt of any Alternative Proposal of all of the material terms thereof (including the identity of the Person making such Alternative Proposal), and will keep MBFI apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a substantially current basis.

Alternative Proposal. F▇▇▇▇ agrees that it shall not, and shall cause its Subsidiaries and its and its Representatives and affiliates not to, (a) initiate, solicit, encourage or knowingly facilitate any inquiries or proposals with respect to, any Alternative Proposal or (b) engage in any negotiations concerning, or provide any nonpublic information to, or have any discussions with, any Person relating to, any Alternative Proposal; provided that, in the event F▇▇▇▇ receives an unsolicited written bona fide Alternative Proposal and the F▇▇▇▇ Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, F▇▇▇▇ may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (b) above to the extent that the F▇▇▇▇ Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions may result in a violation of its fiduciary duties under applicable Delaware law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, F▇▇▇▇ shall have entered into a confidentiality agreement with such third party on terms substantially identical in all material respects to the confidentiality agreement previously entered into by the Parties. F▇▇▇▇ will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than MBFI with respect to any Alternative Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Alternative Proposal. F▇▇▇▇ will promptly (within one business day) advise MBFI following receipt of any Alternative Proposal of all of the material terms thereof (including the identity of the Person making such Alternative Proposal), and will keep MBFI apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a substantially current basis.

Alternative Proposal. F▇▇▇ MFB agrees that it shall not, and shall cause its Subsidiaries and its and its Representatives and affiliates not to, (a) initiate, solicit, encourage or knowingly facilitate any inquiries or proposals with respect to, any Alternative Proposal or (b) engage in any negotiations concerning, or provide any nonpublic information to, or have any discussions with, any Person relating to, any Alternative Proposal; provided that, in the event F▇▇▇ eventMFB receives an unsolicited written bona fide Alternative Proposal and the F▇▇▇ MFB Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, F▇▇▇ MFB may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (b) above to the extent that the F▇▇▇ MFB Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions may would likely result in a violation of its fiduciary duties under applicable Delaware Indiana law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, F▇▇▇ MFB shall have entered into a confidentiality agreement with such third party on terms substantially identical in all material respects to the confidentiality agreement previously entered into by the Parties. F▇▇▇ MFB will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than MBFI MutualFirst with respect to any Alternative Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Alternative Proposal. F▇▇▇ MFB will promptly (within one business day) advise MBFI MutualFirst following receipt of any Alternative Proposal of all of the material terms thereof (including the identity of the Person making such Alternative Proposal), and will keep MBFI MutualFirst apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a substantially current basis.

Alternative Proposal. F▇▇▇ MFB agrees that it shall not, and shall cause its Subsidiaries and its and its Representatives and affiliates not to, (a) initiate, solicit, encourage or knowingly facilitate any inquiries or proposals with respect to, any Alternative Proposal or (b) engage in any negotiations concerning, or provide any nonpublic information to, or have any discussions with, any Person relating to, any Alternative Proposal; provided that, in the event F▇▇▇ MFB receives an unsolicited written bona fide Alternative Proposal and the F▇▇▇ MFB Board concludes in good faith that such Alternative Proposal constitutes or may result in a Superior Proposal, F▇▇▇ MFB may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (b) above to the extent that the F▇▇▇ MFB Board determines in good faith (after the receipt of advice from its outside counsel) that failure to take such actions may would likely result in a violation of its fiduciary duties under applicable Delaware Indiana law. Prior to providing any nonpublic information permitted to be provided pursuant to this Section, F▇▇▇ MFB shall have entered into a confidentiality agreement with such third party on terms substantially identical in all material respects to the confidentiality agreement previously entered into by the Parties. F▇▇▇ MFB will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than MBFI MutualFirst with respect to any Alternative Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Alternative Proposal. F▇▇▇ MFB will promptly (within one business day) advise MBFI MutualFirst following receipt of any Alternative Proposal of all of the material terms thereof (including the identity of the Person making such Alternative Proposal), and will keep MBFI MutualFirst apprised of any related developments, discussions and negotiations (including the terms and conditions of the Alternative Proposal) on a substantially current basis.