Common use of Consolidation, Merger or Certain Other Actions Clause in Contracts

Consolidation, Merger or Certain Other Actions. In the event of a ---------------------------------------------- consolidation or merger or similar transaction (however named) pursuant to which the outstanding shares of Common Stock are by operation of law exchanged for, or changed, reclassified or converted into other stock or securities, or cash or other property, or any combination thereof ("Consideration"), there shall be no ------------- adjustment to the Conversion Price by virtue thereof, but the outstanding shares of Series 1997-A Preferred Stock shall be assumed by and shall become preferred stock of any successor or resulting entity (including the savings bank and any entity that directly or indirectly owns all or any part of the outstanding capital stock of such successor or resulting entity), having in respect of such entity insofar as possible the same powers, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, that the Series 1997-A Preferred Stock had immediately prior to such transaction, except that after such transaction each share of Series 1997-A Preferred Stock shall be convertible, otherwise on the terms and conditions provided hereby, into the Consideration so receivable by a holder of the number of shares of Common Stock into which such shares of Series 1997-A Preferred Stock could have been converted immediately prior to such transaction if such holder failed to exercise any rights of election to receive any kind or amount of Consideration receivable upon such transaction. If the savings bank shall enter into any agreement providing for any such transaction, then the savings bank shall as soon as practicable thereafter give notice of such agreement and the material terms thereof to each holder of Series 1997-A Preferred Stock.

Consolidation, Merger or Certain Other Actions. In the event of a ---------------------------------------------- consolidation or merger or similar transaction (however named) pursuant to which the outstanding shares of Common Stock are by operation of law exchanged for, or changed, reclassified or converted into other stock or securities, or cash or other property, or any combination thereof ("Consideration"), there shall be no ------------- adjustment to the Conversion Price by virtue thereof, but the outstanding shares of Series 1997-A Preferred Stock shall be assumed by and shall become preferred stock of any successor or resulting entity (including the savings bank Company and any entity that directly or indirectly owns all or any part of the outstanding capital stock of such successor or resulting entity), having in respect of such entity insofar as possible the same powers, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, that the Series 1997-A Preferred Stock had immediately prior to such transaction, except that after such transaction each share of Series 1997-A Preferred Stock shall be convertible, otherwise on the terms and conditions provided hereby, into the Consideration so receivable by a holder of the number of shares of Common Stock into which such shares of Series 1997-A Preferred Stock could have been converted immediately prior to such transaction if such holder failed to exercise any rights of election to receive any kind or amount of Consideration receivable upon such transaction. If the savings bank Company shall enter into any agreement providing for any such transaction, then the savings bank Company shall as soon as practicable thereafter give notice of such agreement and the material terms thereof to each holder of Series 1997-A Preferred Stock.A

Consolidation, Merger or Certain Other Actions. In the event of ---------------------------------------------- a ---------------------------------------------- consolidation or merger or similar transaction (however named) pursuant to which the outstanding shares of Common Stock are by operation of law exchanged for, or changed, reclassified or converted into other stock or securities, or cash or other property, or any combination thereof ("Consideration"), there ------------- shall be no ------------- adjustment to the Conversion Price by virtue thereof, but the outstanding shares of Series 1997-A Preferred Stock shall be assumed by and shall become preferred stock of any successor or resulting entity (including the savings bank Company and any entity that directly or indirectly owns all or any part of the outstanding capital stock of such successor or resulting entity), having in respect of such entity insofar as possible the same powers, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, that the Series 1997-A Preferred Stock had immediately prior to such transaction, except that after such transaction each share of Series 1997-A Preferred Stock shall be convertible, otherwise on the terms and conditions provided hereby, into the Consideration so receivable by a holder of the number of shares of Common Stock into which such shares of Series 1997-A Preferred Stock could have been converted immediately prior to such transaction if such holder failed to exercise any rights of election to receive any kind or amount of Consideration receivable upon such transaction. If the savings bank Company shall enter into any agreement providing for any such transaction, then the savings bank Company shall as soon as practicable thereafter give notice of such agreement and the material terms thereof to each holder of Series 1997-A Preferred Stock.

Consolidation, Merger or Certain Other Actions. In the event of ---------------------------------------------- a ---------------------------------------------- consolidation or merger or similar transaction (however named) pursuant to which the outstanding shares of Common Stock are by operation of law exchanged for, or changed, reclassified or converted into other stock or securities, or cash or other property, or any combination thereof ("Consideration"), there ------------- shall be no ------------- adjustment to the Conversion Price by virtue thereof, but the outstanding shares of Series 1997-A Preferred Stock shall be assumed by and shall become preferred stock of any successor or resulting entity (including the savings bank and any entity that directly or indirectly owns all or any part of the outstanding capital stock of such successor or resulting entity), having in respect of such entity insofar as possible the same powers, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, that the Series 1997-A Preferred Stock had immediately prior to such transaction, except that after such transaction each share of Series 1997-A Preferred Stock shall be convertible, otherwise on the terms and conditions provided hereby, into the Consideration so receivable by a holder of the number of shares of Common Stock into which such shares of Series 1997-A Preferred Stock could have been converted immediately prior to such transaction if such holder failed to exercise any rights of election to receive any kind or amount of Consideration receivable upon such transaction. If the savings bank shall enter into any agreement providing for any such transaction, then the savings bank shall as soon as practicable thereafter give notice of such agreement and the material terms thereof to each holder of Series 1997-A Preferred Stock.