Common use of Option to Change Method of Merger Clause in Contracts

Option to Change Method of Merger. Peoples may, at any time prior to the Effective Time, change the method of effecting the Parent Merger and/or the Subsidiary Bank Merger (including, without limitation, changing the provisions of this Article II), if and to the extent Peoples deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall: (i) Alter or change the amount or kind of consideration to which the holders of Limestone Common Stock are entitled in accordance with the terms and subject to the conditions of this Agreement; (ii) Materially impede or delay consummation of the transactions contemplated by this Agreement; or (iii) Cause the Parent Merger to fail to qualify as a “reorganization” under Code Section 368(a) of the Code. Limestone, if requested by Xxxxxxx, shall enter into one or more amendments to this Agreement in order to effect any such change.

Appears in 3 contracts

Samples: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Limestone Bancorp, Inc.), Merger Agreement (Limestone Bancorp, Inc.)

AutoNDA by SimpleDocs

Option to Change Method of Merger. Peoples may, LCNB may at any time prior to the Effective Time, Time change the method of effecting the Parent Merger and/or the Subsidiary Bank Merger (including, without limitation, changing the provisions of this Article II), if and to the extent Peoples LCNB deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall: (i) Alter or change the amount or kind of consideration to which the holders of Limestone BNB Common Stock Shares are entitled in accordance with the terms and subject to the conditions of this Agreement; (ii) Materially impede or delay consummation of the transactions contemplated by this Agreement; or (iii) Cause the Parent Merger to fail to qualify as a “reorganization” under Code Section 368(a368(a)(1)(A) of the Code. LimestoneBNB, if requested by XxxxxxxLCNB, shall enter into one or more amendments to this Agreement in order to effect any such change.

Appears in 1 contract

Samples: Merger Agreement (LCNB Corp)

Option to Change Method of Merger. Peoples may, may at any time prior to the Effective Time, Time change the method of effecting the Parent Merger and/or the Subsidiary Bank Merger (including, without limitation, changing the provisions of this Article II), if and to the extent Peoples deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall: (i) Alter or change the amount or kind of consideration to which the holders of Limestone Premier Financial Common Stock are entitled in accordance with the terms and subject to the conditions of this Agreement; (ii) Materially impede or delay consummation of the transactions contemplated by this Agreement; or (iii) Cause the Parent Merger to fail to qualify as a “reorganization” under Code Section 368(a368(a)(1)(A) of the Code. LimestonePremier Financial, if requested by XxxxxxxPeoples, shall enter into one or more amendments to this Agreement in order to effect any such change.

Appears in 1 contract

Samples: Merger Agreement (Peoples Bancorp Inc)

AutoNDA by SimpleDocs

Option to Change Method of Merger. Peoples may, may at any time prior to the Effective Time, Time change the method of effecting the Parent Merger and/or the Subsidiary Bank Merger Table of Contents (including, without limitation, changing the provisions of this Article II), if and to the extent Peoples deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall: (i) Alter or change the amount or kind of consideration to which the holders of Limestone Premier Financial Common Stock are entitled in accordance with the terms and subject to the conditions of this Agreement; (ii) Materially impede or delay consummation of the transactions contemplated by this Agreement; or (iii) Cause the Parent Merger to fail to qualify as a “reorganization” under Code Section 368(a368(a)(1)(A) of the Code. LimestonePremier Financial, if requested by XxxxxxxPeoples, shall enter into one or more amendments to this Agreement in order to effect any such change.

Appears in 1 contract

Samples: Merger Agreement (Premier Financial Bancorp Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!