Alternative Acquisition Structure. Notwithstanding any provision in this Agreement to the contrary, Eagle shall be permitted, in its sole and absolute discretion, to restructure the method by which Eagle accomplishes the acquisition of Alliance as contemplated by this Agreement, including, without limitation, by providing for the merger of Alliance with and into a subsidiary of Eagle provided, however, that Eagle agrees not to make any changes with respect to the acquisition of Alliance that will: (a) vary the form or amount of consideration paid to Alliance shareholders pursuant to Section 2.1 hereof or the treatment of Alliance Options pursuant to Section 2.2 hereof; (b) require Alliance to resolicit shareholder approval of the Merger; or (c) adversely affect the treatment of the Merger as a reorganization under Section 368(a) of the Code. Alliance and Alliance Bank agree to execute or cause to be executed any amendments, agreements or further documentation reasonably required to effect such alternate structure.
Alternative Acquisition Structure. Notwithstanding any provision in this Agreement to the contrary, FVCB and FVCbank shall be permitted, in the exercise of their sole and absolute discretion, to restructure the method by which FVCB accomplishes the acquisition of Colombo as contemplated by this Agreement, including, without limitation, by providing for the merger of Colombo with and into a subsidiary of FVCbank or another subsidiary of FVCB provided, however, that each of FVCB and FVCbank agrees not to make any changes with respect to the acquisition of Colombo that will: (a) vary the form or amount of consideration paid to Colombo shareholders pursuant to Section 2.1 hereof; (b) require Colombo to resolicit shareholder approval of the Merger; (c) adversely affect the treatment of the Merger as a reorganization under Section 368(a) of the Code; or (d) be likely to materially delay or jeopardize receipt of any required regulatory approvals or impair or prevent the satisfaction of any conditions to Closing. Colombo agrees to execute or cause to be executed any amendments, agreements or further documentation reasonably required to effect such alternate structure.
Alternative Acquisition Structure. Notwithstanding any provision in this Agreement to the contrary, Parent shall be permitted, in its sole and absolute discretion, to restructure the method by which Parent accomplishes the acquisition of the Company as contemplated by this Agreement, including by providing for the merger of a direct or indirect Subsidiary of Parent (other than Merger Sub) with and into the Company; provided, however, that Parent shall only be permitted to restructure the proposed transaction to the extent that (i) there is no change in the amount or nature of the Merger Consideration to be received by the shareholders of the Company as contemplated in this Agreement, (ii) there is no change to the federal tax consequences of the Merger to the shareholders of the Company, and (iii) such restructuring is not reasonably expected to materially delay obtaining the required Governmental Approvals.
Alternative Acquisition Structure. Notwithstanding any provision in this Agreement to the contrary, State National BHC shall be permitted, in its sole and absolute discretion, to restructure the method by which State National BHC accomplishes the acquisition of Heritage BHC as contemplated by this Agreement, including, without limitation, by providing for (i) the merger of Heritage BHC with and into a direct or indirect Subsidiary of State National BHC (other than New Heritage) or (ii) the merger of a direct or indirect Subsidiary of State National BHC (other than New Heritage) with and into Heritage BHC; provided, however, that State National BHC shall only be permitted to restructure the proposed transaction to the extent that there is no change in the amount or nature of the Merger Consideration to be received by the shareholders of Heritage BHC as contemplated in this Agreement or the shareholders of Heritage BHC are fully reimbursed for any change in the amount or nature of the Merger Consideration. ARTICLE II
Alternative Acquisition Structure. Notwithstanding any provision of this Agreement to the contrary, BUYER will be permitted to restructure the method by which it accomplishes the acquisition of FNB, including, without limitation, by providing for the purchase and assumption by The First of substantially all of the assets and liabilities of FNB or the merger of FNB with and into The First or any of its affiliates; provided however, that BUYER will only be permitted to restructure the proposed transaction to the extent that there is no change in the amount or nature of the consideration to be paid under Section 2.02 of this Agreement and provided further that following completion of the restructured transaction SELLER ceases to be a bank holding company under applicable Law and provided further that any such restructuring shall not affect BUYER’S obligation to purchase the FNB Stock.
Alternative Acquisition Structure. Notwithstanding any provision in this Agreement to the contrary, WFBI shall be permitted, in its sole and absolute discretion, to restructure the method by which WFBI accomplishes the acquisition of FP Holding as contemplated by this Agreement; provided, however, that WFBI agrees not to make any changes with respect to the acquisition of FP Holding that will: (i) vary the form or amount of consideration paid to FP Holding securityholders pursuant to Section 2.2 hereof or the treatment of FP Options pursuant to Section 2.3 hereof, (ii) require FP Holding to resolicit shareholder approval of the Merger, or (iii) adversely affect the treatment of the Merger as a reorganization under Section 368(a) of the Code. FP Holding agrees to execute or cause to be executed any amendments, agreements or further documentation reasonably required to effect such alternate structure.
Alternative Acquisition Structure. Notwithstanding any provision in this Agreement to the contrary, WFBI shall be permitted, in its sole and absolute discretion, to restructure the method by which WFBI accomplishes the acquisition of Alliance as contemplated by this Agreement; provided, however, that WFBI agrees not to make any changes with respect to the acquisition of Alliance that will: (i) vary the form or amount of consideration paid to Alliance shareholders pursuant to Section 2.1 hereof or the treatment of Alliance Options pursuant to Section 2.2 hereof, (ii) require Alliance to resolicit shareholder approval of the Merger, or (iii) adversely affect the treatment of the Merger as a reorganization under Section 368(a) of the Code. Alliance and Alliance Bank agree to execute or cause to be executed any amendments, agreements or further documentation reasonably required to effect such alternate structure.
Alternative Acquisition Structure. Notwithstanding the proposed direct property interest acquisition by the Optionee contemplated in Sections 1.14 and 1.20, the Optionee may elect, on exercise of the First Property Option, to have the Optionor transfer or cause to be transferred 51%, and on exercise of the Second Property Option to have the Optionor transfer or cause to be transferred an additional 19%, of the outstanding voting securities of any company or other entity which then holds the Optionor's Interest in the Optioned Properties, to the Optionee or a designated Affiliate of the Optionee, free and clear of all charges, encumbrances, royalties or Net Proceeds Interests of whatsoever nature other than as set forth in this Agreement or to incorporate or otherwise establish a separate entity in the Republic of Tunisia to hold the Optioned Properties with each of the Optionor and Optionee having Interests in such entity equal to their respective Interests in the Optioned Properties and if such alternative structure is adopted, the parties hereto shall forthwith thereafter take all such steps and actions as are necessary to convey such interest in such outstanding voting securities to the Optionee or such designated Affiliate, as the case may be. Should the Optionee elect to adopt an alternative acquisition structure as contemplated in this Section 1.45, it hereby agrees that that alternative acquisition structure shall incorporate a form of shareholders' agreement reflecting the provisions of Section 1.16 hereof.
Alternative Acquisition Structure. At the election of Parent, the parties hereby agree to (i) restructure the Merger as a forward subsidiary merger whereby the Company shall merge into and with a first tier, wholly owned subsidiary of Parent ("Merger Sub") with Merger Sub surviving (the "Alternative Acquisition Structure") and (ii) if Parent elects to consummate the Merger pursuant to the Alternative Acquisition Structure, make all reasonable or necessary amendments to this Agreement in connection therewith.
Alternative Acquisition Structure. Notwithstanding any provision in this Agreement to the contrary, Eagle shall be permitted, in its sole and absolute discretion, to restructure the method by which Eagle accomplishes the acquisition of Fidelity as contemplated by this Agreement, including, without limitation, by providing for (i) the merger of Fidelity with and into Eagle, or another direct or indirect subsidiary of Eagle or (ii) the merger of Holdings or another a direct or indirect subsidiary of Eagle with and into Fidelity; or to delay or not effect the Subsidiary Merger, provided, however, that Eagle agrees not to make any changes with respect to the acquisition of Fidelity that will (w) vary the form or amount of consideration paid to Fidelity shareholders pursuant to Section 2.1(a) hereof; (x) require Fidelity to resolicit shareholder approval of the Merger or requires Eagle to resolicit shareholder approval of the issuance of shares pursuant to this Agreement; or (y) adversely affect the ability of the Merger to be treated as a reorganization under Section 368 of the Code. Fidelity and F&T Bank agree to execute or cause to be executed any amendments, agreements or further documentation reasonably required to effect such alternate structure; or (z) that would reasonably be expected to result in: a material delay in the receipt of regulatory approval, denial or withdrawal of previously granted regulatory approval; or an inability to satisfy the condition set forth in Section 7.2(e) hereof.
