Common use of Notwithstanding Section Clause in Contracts

Notwithstanding Section. 5.1.1 or any other provision of this Agreement to the contrary, following receipt of a Qualifying Strategic Transaction Proposal, neither Eldorado nor any of its Representatives shall be prohibited from taking, nor shall it be a breach of this Agreement for Eldorado or any of its Representatives to take, any of the following actions with respect to a Strategic Transaction Proposal: (a) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a Qualifying Strategic Transaction Proposal, (b) taking and disclosing to the Shareholders a position contemplated by Rule 14e-2 under the Exchange Act or otherwise making disclosure of the Qualifying Strategic Transaction Proposal to the Shareholders, (c) taking any of the actions described in Section 5.2.2 or (d) subject to the terms of Article VII, terminating this Agreement. A "Qualifying Strategic Transaction Proposal" shall mean 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.

Notwithstanding Section. 5.1.1 or any other provision of this Agreement to the contrary, following receipt of a Qualifying Strategic Transaction Proposal, neither Eldorado nor any of its Representatives shall be prohibited from taking, nor shall it be a breach of this Agreement for Eldorado or any of its Representatives to take, any of the following actions with respect to a Strategic Transaction Proposal: (a) engaging in discussions or negotiations with a third party which has made a proposal that satisfies the requirements of a Qualifying Strategic Transaction Proposal, (b) taking and disclosing to the Shareholders a position contemplated by Rule 14e-2 under the Exchange Act or otherwise making disclosure of the Qualifying Strategic Transaction Proposal to the Shareholders, (c) taking any of the actions described in Section 5.2.2 or (d) subject to the terms of Article VII, terminating this Agreement. A "Qualifying Strategic Transaction Proposal" shall mean 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 29 30 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.