Change of Method. Parent shall be empowered, 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 that no such change shall (a) alter or change the Exchange Ratio or the number of shares of Parent Common Stock received by the Company’s shareholders in exchange for each share of Company Common Stock, (b) adversely affect the Tax treatment of the Company’s shareholders or Parent’s stockholders pursuant to this Agreement, (c) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (d) 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 9.2.
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 provided, however, that no such change shall (ai) alter or change the Exchange Ratio amount or kind of the number of shares of Parent Common Stock received by the Company’s shareholders Merger Consideration provided for in exchange for each share of Company Common Stockthis Agreement, (bii) adversely affect the Tax treatment of the Company’s shareholders or Parent’s stockholders shareholders pursuant to this Agreement, (ciii) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (div) 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 9.28.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Cape Bancorp, Inc.)
Change of Method. Parent shall be empowered, 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 that no such change shall (a) alter or change the Exchange Ratio or the number of shares of Parent Common Stock received by the Company’s shareholders stockholders in exchange for each share of Company Class A Common Stock, (b) adversely affect the Tax treatment of the Company’s shareholders stockholders or Parent’s stockholders shareholders pursuant to this Agreement, (c) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (d) 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 9.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FCB Financial Holdings, Inc.), Agreement and Plan of Merger (Synovus Financial Corp)
Change of Method. The Parent shall be empowered, 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 provided, that no such change shall (ai) alter or change the Exchange Ratio or the number of shares of Parent Common Stock received by the Company’s shareholders 's stockholders in exchange for each share of Company Common Stock, (bii) adversely affect the Tax treatment of the Company’s shareholders 's stockholders or Parent’s 's stockholders pursuant to this Agreement, (ciii) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (div) 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 9.2.. 6.15
Appears in 1 contract
Samples: Agreement and Plan of Merger (Astoria Financial Corp)
Change of Method. The Parent shall be empowered, 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 provided, that no such change shall (ai) alter or change the Exchange Ratio or the number of shares of Parent Common Stock received by the Company’s shareholders stockholders in exchange for each share of Company Common Stock, (bii) adversely affect the Tax treatment of the Company’s shareholders stockholders or Parent’s stockholders pursuant to this Agreement, (ciii) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (div) 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 9.2.
Appears in 1 contract
Change of Method. Parent The parties 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 Parent and the Company and Parent (including the provisions of Article I1), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided that no such change shall (a) alter or change the Exchange Ratio or the number of shares of Parent Common Stock received by the Company’s shareholders holders of Company Common Stock in exchange for each share of Company Common Stock, (b) adversely affect the Tax treatment of the Company’s shareholders holders of Company Common Stock or Parent’s stockholders Parent Common Stock pursuant to this Agreement, (c) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (d) materially impede or delay the consummation of the transactions contemplated by this Agreement Transactions 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 9.29.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Community Banks Inc)