Common use of Possible Alternative Structures Clause in Contracts

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time Tower shall be entitled to revise the structure of the Merger, including without limitation, by merging First Xxxxxxx into a wholly-owned subsidiary of Tower or by merging FNB into Graystone Bank or another wholly-owned subsidiary of Tower, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse Federal or state income tax or other adverse tax consequences to First Xxxxxxx shareholders as a result of the modification; (iii) the consideration to be paid to the holders of First Xxxxxxx Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (iv) such modification will not delay or jeopardize the receipt of Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, otherwise delay or jeopardize the satisfaction of any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders of the First Xxxxxxx Common Stock. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time Tower Time, NYB shall be entitled to revise the structure of the Merger, including without limitation, by merging First Xxxxxxx into substituting a wholly-wholly owned subsidiary of Tower or by merging FNB into Graystone Bank or another wholly-owned subsidiary of Towerfor LIFC, as applicable, provided that that: (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse Federal or state income tax or other adverse tax consequences to First Xxxxxxx shareholders LIFC stockholders as a result of the modification; (iii) the consideration to be paid to the holders of First Xxxxxxx LIFC Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (iviii) such modification will not delay materially or jeopardize the receipt of Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, Merger or otherwise delay or jeopardize the satisfaction of cause any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders IX not to be capable of the First Xxxxxxx Common Stockbeing fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this AgreementAgreement and subject to the satisfaction of the conditions set forth in Article IX and the prior written consent of BSFI, which consent shall not be unreasonably withheld or delayed, prior to the Effective Time Tower shall be entitled to AFC may revise the structure of for effecting the MergerMerger described in Section 2.1 or the Bank Merger including, including without limitation, by merging First Xxxxxxx into substituting a wholly-wholly owned subsidiary of Tower for AFC or by merging FNB into Graystone Bank or another wholly-owned subsidiary of TowerAlliance Bank, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse Federal or state income tax or other adverse tax consequences to First Xxxxxxx shareholders BSFI stockholders, and nothing would prevent the rendering of the opinion contemplated in Section 9.1.6, as a result of the modification; (iii) the consideration to be paid to the holders of First Xxxxxxx BSFI Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (iv) such modification will not delay materially or jeopardize the receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, Merger or otherwise delay or jeopardize the satisfaction of cause any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders IX not to be capable of the First Xxxxxxx Common Stockbeing fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time Tower Time, CUNB and CUB shall be entitled entitled, upon the consent of FENB, which shall not be unreasonably withheld, to revise the structure of the Mergertransactions contemplated herein, including including, without limitation, by merging First Xxxxxxx the merger of FENB into a newly formed wholly-owned subsidiary of Tower or by merging FNB into Graystone Bank or another CUNB with FENB surviving as a separate wholly-owned subsidiary of Tower, CUNB; provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse Federal or state income tax or other adverse tax consequences to First Xxxxxxx shareholders as a result of the modification; (iii) the consideration to be paid to the holders of First Xxxxxxx FENB Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (ivii) such modification will not delay materially or jeopardize the receipt of Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, transactions contemplated herein or otherwise delay or jeopardize the satisfaction of cause any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders IX not to be capable of the First Xxxxxxx Common Stockbeing fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this AgreementAgreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time Tower NBT shall be entitled to revise the structure of for effecting the MergerMerger described in Section 2.1 or the Bank Merger including, including without limitation, by merging First Xxxxxxx into substituting a wholly-wholly owned subsidiary of Tower for NBT or by merging FNB into Graystone Bank or another wholly-owned subsidiary of TowerNBT Bank, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse Federal or state income tax or other adverse tax consequences to First Xxxxxxx shareholders CNB shareholders, and nothing would prevent the rendering of the opinions in Section 9.1.6, as a result of the modification; (iii) the consideration to be paid to the holders of First Xxxxxxx CNB Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (iv) such modification will not delay materially or jeopardize the receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, Merger or otherwise delay or jeopardize the satisfaction of cause any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders IX not to be capable of the First Xxxxxxx Common Stockbeing fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this AgreementAgreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time Tower shall be entitled to BHLB may revise the structure of for effecting the MergerMerger described in Section 2.1 including, including without limitation, by merging First Xxxxxxx into substituting a wholly-wholly owned subsidiary of Tower or by merging FNB into Graystone Bank or another wholly-owned subsidiary of Towerfor the Bank, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse Federal or state income tax or other adverse tax consequences to First Xxxxxxx shareholders BHLB, the Bank, or FCB or to the BHLB or FCB shareholders, and nothing would prevent the rendering of the opinion contemplated in Section 9.1.6, as a result of the modification; (iii) the consideration to be paid to the holders of First Xxxxxxx FCB Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (iv) such modification will not delay materially the Closing or jeopardize or delay materially the receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, Merger or otherwise delay or jeopardize the satisfaction of cause any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders IX not to be capable of the First Xxxxxxx Common Stockbeing fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time Tower WAL shall be entitled to revise the structure of the Bank Merger, including including, without limitation, by merging First Xxxxxxx into a wholly-owned subsidiary of Tower the possible postponement or by merging FNB into Graystone Bank elimination thereof, if necessary for regulatory or another wholly-owned subsidiary of Towerother reasonable business or Tax reason, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse Federal federal or state income tax or other adverse tax consequences to First Xxxxxxx Bridge shareholders as a result of the modificationmodification (including no impact upon the opinions of counsel to be delivered pursuant to Sections 7.2(e) and 7.3(e) of this Agreement); (iiiii) the consideration to be paid to the holders each holder of First Xxxxxxx record of Bridge Common Stock (other than Dissenters’ Shares) (“Holder”) under this Agreement is not thereby changed in kind or value or reduced in amountamount as a result of such change in structure; and (iviii) such modification will not materially delay or jeopardize the receipt of Regulatory Approvals any required regulatory approvals or other consents and approvals relating to the consummation of the Merger, ; (iv) such modification will not impede or materially delay consummation of the Merger; and (v) such modification will not otherwise delay or jeopardize cause any of the satisfaction of any condition to Closing conditions set forth in Article VII or otherwise adversely affect First Xxxxxxx or not to be capable of being fulfilled unless duly waived by the holders party entitled to the benefits thereof. Each of the First Xxxxxxx Common Stock. The parties hereto agree agrees to appropriately amend this Agreement and any related documents in order to reflect any such revised structurestructure for the Bank Merger.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this AgreementAgreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time Tower shall be entitled to Time, Citizens may revise the structure of for effecting the MergerMerger described in Section 2.1 including, including without limitation, by merging First Xxxxxxx into substituting a wholly-owned depository institution subsidiary of Tower Citizens or by merging FNB into Graystone Bank or another wholly-owned subsidiary of Towerfor First Citizens, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse such modification shall not adversely affect the Federal or state income tax or other adverse tax consequences to First Xxxxxxx shareholders as a result of the modificationMerger to Citizens, First Citizens, FNB or to the holders of FNB Common Stock or prevent the rendering of the opinions contemplated in Sections 9.2.4 and 9.3.4; (iii) the consideration to be paid to the holders of First Xxxxxxx FNB Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (iv) such modification will not delay materially or jeopardize the receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, Merger or otherwise materially impede or delay consummation of the Merger or jeopardize the satisfaction of cause any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders IX not to be capable of the First Xxxxxxx Common Stockbeing fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this AgreementAgreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time Tower shall be entitled to Time, CB may revise the structure of for effecting the MergerMerger described in Section 2.1 or the Bank Merger including, including without limitation, by merging First Xxxxxxx into substituting a wholly-wholly owned subsidiary of Tower for CB or by merging FNB into Graystone Bank or another wholly-owned subsidiary of TowerCommunity Bank, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse such modification shall not adversely affect the Federal or state income tax or other adverse tax consequences to First Xxxxxxx shareholders as a result of the modificationMerger to CB, Community Bank, FedFirst, FFSB or to the holders of FedFirst Common Stock or prevent the rendering of the opinions contemplated in Sections 9.2.4 and 9.3.4; (iii) the consideration to be paid to the holders of First Xxxxxxx FedFirst Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (iv) such modification will not delay materially or jeopardize the receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, Merger or otherwise materially impede or delay consummation of the Merger or jeopardize the satisfaction of cause any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders IX not to be capable of the First Xxxxxxx Common Stockbeing fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this AgreementAgreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time Tower shall be entitled to Time, XXX may revise the structure of for effecting the MergerMerger described in Section 2.1, including including, without limitation, by merging First Xxxxxxx into substituting a wholly-wholly owned subsidiary of Tower for XXX or by merging FNB into Graystone Bank or another wholly-owned subsidiary of TowerSBT, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse Federal or state income tax or other adverse tax consequences to First Xxxxxxx shareholders XXX, SBT, Riverside or to the XXX or Riverside shareholders, and nothing would prevent the rendering of the opinions contemplated in Sections 9.2.6 and 9.3.5, as a result of the modification; (iii) the consideration to be paid to the holders of First Xxxxxxx Riverside Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (iv) such modification will not materially delay the Closing or jeopardize or materially delay the receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, Merger or otherwise delay or jeopardize the satisfaction of cause any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders IX not to be capable of the First Xxxxxxx Common Stockbeing fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time Tower BCB shall be entitled to revise the structure of the Merger, including without limitation, by merging First Xxxxxxx Allegiance Bank into a wholly-wholly owned subsidiary of Tower or by merging FNB into Graystone Bank or another wholly-owned subsidiary of TowerBCB Bank, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; Agreement (ii) there are no adverse Federal or state income tax or other adverse tax consequences to First Xxxxxxx Allegiance Bank shareholders as a result of the modification; (iii) the consideration to be paid to the holders of First Xxxxxxx Allegiance Bank Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (iv) such modification will not materially delay or jeopardize the receipt of Regulatory Approvals or other consents and approvals relating to the consummation of the Merger, Merger or otherwise delay or jeopardize the satisfaction of cause any condition to Closing set forth in Article VII or otherwise adversely affect First Xxxxxxx or the holders IX not to be capable of the First Xxxxxxx Common Stockbeing fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.