Common use of Change of Method Clause in Contracts

Change of Method. The Company and Parent shall be empowered, upon their mutual agreement, at any time prior to the Effective Time, to change the method or structure of effecting the combination of the Company and Parent (including the provisions of Article I), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration provided for in this Agreement, (ii) adversely affect the Tax treatment of the Company’s shareholders or Parent’s shareholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (iv) materially impede or delay the consummation of the transactions contemplated by this Agreement in a timely manner. The Parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 8.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Cape Bancorp, Inc.)

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Change of Method. The Company and Parent shall be empowered, upon their mutual agreement, at any time prior to the Effective Time, to change the method or structure of effecting the combination of the Company and Parent (including the provisions of Article I), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided, however, provided that no such change shall (ia) alter or change the amount Exchange Ratio or kind the number of shares of Parent Common Stock received by the Merger Consideration provided Company’s shareholders in exchange for in this Agreementeach share of Company Common Stock, (iib) adversely affect the Tax treatment of the Company’s shareholders or Parent’s shareholders stockholders pursuant to this Agreement, (iiic) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (ivd) materially impede or delay the consummation of the transactions contemplated by this Agreement in a timely manner. The Parties parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 8.39.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (State Bank Financial Corp), Agreement and Plan of Merger (Cadence Bancorporation)

Change of Method. The Company and Parent shall be empowered, upon their mutual agreement, at any time prior to the Effective Time, to change the method or structure of effecting the combination of the Company and Parent (including the provisions of Article I), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration provided for in this Agreement, (ii) adversely affect the Tax treatment of the Company’s shareholders or Parent’s shareholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (iv) materially impede or delay the consummation of the transactions contemplated by this Agreement in a timely manner. The Parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 8.3.or

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ocean Shore Holding Co.)

Change of Method. The Company and Parent Purchaser shall be empowered, upon their mutual agreement, empowered at any time prior to the Effective Time, to change the method or structure of effecting the combination of the Company and Parent Purchaser (including the provisions of Article IARTICLE I hereof), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount Merger Consideration or kind the number of shares of the Merger Consideration provided Purchaser Common Stock to be received by the Company's shareholders in exchange for in this Agreementeach share of the Company Common Stock, (ii) adversely affect the Tax treatment of the Company’s shareholders 's or Parent’s Purchaser's shareholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of the Company or Parent Purchaser pursuant to this Agreement or (iv) materially impede or delay the consummation of the transactions contemplated by this Agreement in a timely mannerAgreement. The Parties parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 8.39.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cobiz Financial Inc)

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Change of Method. The Company and Parent Purchaser shall be empowered, upon their mutual agreement, empowered at any time prior to the Effective Time, to change the method or structure of effecting the combination of the Company and Parent Purchaser (including the provisions of Article IARTICLE I hereof), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount Merger Consideration or kind the number of shares of the Merger Consideration provided Purchaser Common Stock to be received by the Company’s shareholders in exchange for in this Agreementeach share of the Company Common Stock, (ii) adversely affect the Tax treatment of the Company’s shareholders or ParentPurchaser’s shareholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of the Company or Parent Purchaser pursuant to this Agreement or (iv) materially impede or delay the consummation of the transactions contemplated by this Agreement in a timely mannerAgreement. The Parties parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 8.39.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bok Financial Corp Et Al)

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