Consolidation of Entities; Changes to Form of Merger. The parties agree to cooperate and take all reasonable requisite action prior to or following the Effective Time to merge or otherwise consolidate legal entities (effective at or after the Effective Time) to the extent desirable in Fifth Third's good faith judgment for commercial, regulatory or other reasons, and further agree that Fifth Third may, at any time, change the legal method of effecting the Merger (including without limitation the provisions of Article I hereof) if and to the extent Fifth Third reasonably deems such change to be desirable, including, without limitation, to provide for the merger of Franklin with another wholly-owned subsidiary of Fifth Third or Fifth Third Financial or the merger of the Bank Subsidiary (as defined in Section II.B) with a bank subsidiary of Fifth Third; provided, however, that no such change shall (A) alter or change the amount or kind of the consideration for the Merger to be received by the shareholders of Franklin in the Merger, (B) adversely affect the tax treatment to shareholders of Franklin, or (C) materially impede or delay receipt of any approvals referred to herein or the consummation of the transactions contemplated hereby. Franklin shall, if requested by Fifth Third, enter into one or more amendments to this Agreement prior to the Effective Time in order to effect such a change.
Consolidation of Entities; Changes to Form of Merger. The ---------------------------------------------------- parties agree to cooperate and take all reasonable requisite action prior to or following the Effective Time to merge or otherwise consolidate legal entities (effective at or after the Effective Time) to the extent desirable in Fifth Third's good faith judgment for commercial, regulatory or other reasons, and further agree that Fifth Third may, at any time, change the legal method of effecting the Merger (including without limitation the provisions of Article I hereof) or the contemplated merger of the Bank Subsidiary (as defined below) with and into Fifth Third Bank, Indiana on a date at or after the Effective Time to be determined by Fifth Third, with Fifth Third Bank, Indiana as the surviving corporation (the "Subsidiary Merger"), if and to the extent Fifth Third reasonably deems such change to be desirable, including, without limitation, to provide for the merger of CNB Bancshares with a wholly-owned subsidiary of Fifth Third or the merger of Civitas Bank, a Michigan banking corporation, formerly known as Citizens Bank of the MidAmerica (the "Bank Subsidiary"), with another wholly-owned subsidiary of Fifth Third; provided, however, that no such change shall (A) alter or change the amount or kind of the consideration for the Merger to be received by the shareholders of CNB Bancshares in the Merger, (B) adversely affect the tax treatment to shareholders of CNB Bancshares, or (C) materially impede or delay receipt of any approvals referred to herein or the consummation of the transactions contemplated hereby.
Consolidation of Entities; Changes to Form of Merger. The parties agree to cooperate and take all reasonable requisite action prior to or following the Effective Time to merge or otherwise consolidate legal entities (effective at or after the Effective Time) to the extent desirable in Fifth Third's good faith judgment for commercial, regulatory or other reasons, and further agree that Fifth Third may, at any time, change the legal method of effecting the Merger (including without limitation the provisions of Article I hereof) if and to the extent Fifth Third deems such change to be desirable, including, without limitation, to provide for the merger of Peoples Bank Corporation with a wholly-owned subsidiary of Fifth Third; provided, however, that no such change shall (A) alter or change the amount or kind of the consideration for the Merger to be received by the shareholders of Peoples Bank Corporation or holders of Peoples Bank Corporation Rights in the Merger, (B) adversely affect the tax treatment to shareholders of Peoples Bank Corporation or holders of Peoples Bank Corporation Rights, or (C) materially impede or delay receipt of any approvals referred to herein or the consummation of the transactions contemplated hereby.
