Change of Method. Sterling and Webster 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 Sterling and Webster (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 Webster Common Stock received by holders of Sterling Common Stock in exchange for each share of Sterling Common Stock, (b) adversely affect the Tax treatment of holders of Sterling Common Stock or Webster Common Stock pursuant to this Agreement, (c) adversely affect the Tax treatment of Sterling or Webster 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 4 contracts
Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Sterling Bancorp)
Change of Method. Sterling CrossFirst and Webster Busey 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 Sterling CrossFirst and Webster Busey (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 Webster Busey Common Stock received by holders of Sterling CrossFirst Common Stock in exchange for each share of Sterling CrossFirst Common Stock, (b) adversely affect the Tax treatment of holders of Sterling CrossFirst Common Stock or Webster Busey Common Stock pursuant to this Agreement, (c) adversely affect the Tax treatment of Sterling CrossFirst or Webster Busey 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 (Crossfirst Bankshares, Inc.), Agreement and Plan of Merger (First Busey Corp /Nv/)
