Common use of Change of Method Clause in Contracts

Change of Method. CenterState and South State 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 CenterState and South State (including the provisions of Article I), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided that unless this Agreement is amended by agreement of each party in accordance with Section 9.1, no such change shall (i) alter or change the Exchange Ratio or the number of shares of South State Common Stock received by holders of CenterState Common Stock in exchange for each share of CenterState Common Stock, (ii) adversely affect the Tax treatment of CenterState’s shareholders or South State’s shareholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of CenterState or South State 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 9.1.

Change of Method. CenterState IBTX and South State SouthState 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 CenterState IBTX and South State SouthState (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 unless this Agreement is amended by agreement of each party in accordance with Section 9.1, no such change shall (i) alter or change the Exchange Ratio or the number of shares of South State SouthState Common Stock received by holders of CenterState IBTX Common Stock in exchange for each share of CenterState IBTX Common Stock, (ii) adversely affect the Tax treatment of CenterStateIBTX’s shareholders or South StateSouthState’s shareholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of CenterState IBTX or South State SouthState 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 9.1.