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 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 and subject to the satisfaction of the conditions set forth in Article IX, before 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 for the surviving institution a wholly-owned subsidiary of Tower Citizens or by merging FNB into Graystone Bank or another wholly-owned subsidiary of TowerFCCB, 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 such modification shall not adversely affect the federal income tax or other adverse tax consequences to First Xxxxxxx shareholders as a result of the modificationMerger to Citizens, FCCB, MidCoast, MCB or to the holders of MidCoast 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 MidCoast Common Stock, MidCoast Stock Options and MidCoast Warrants under this Agreement is not thereby changed in kind or increased or decreased in 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 incapable 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 BMBC shall be entitled to revise the structure of the Merger or the Bank Merger, including including, without limitation, by merging First Xxxxxxx CBH into a wholly-owned subsidiary Subsidiary of Tower or by merging FNB into Graystone Bank or another wholly-owned subsidiary of Tower, BMBC; provided that (ia) any such subsidiary Subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; Agreement (iib) there are no adverse Federal federal or state income tax or other adverse tax consequences to First Xxxxxxx CBH shareholders as a result of the modification; (iiic) the consideration to be paid to the holders of First Xxxxxxx CBH Common Stock and CBH Preferred Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (ivd) such modification will not delay or jeopardize the receipt of Regulatory Approvals or other consents and approvals relating to the consummation of the Merger and the Bank Merger, otherwise delay or jeopardize the satisfaction of any condition to Closing set forth in Article VII IX or otherwise adversely affect First Xxxxxxx CBH or the holders of the First Xxxxxxx CBH Common Stock or CBH Preferred 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, HCC shall be entitled entitled, after consultation with Tri-Valley, to revise the structure of effecting the Mergeracquisition of Tri-Valley, including without limitationprovided, by merging First Xxxxxxx into a wholly-owned subsidiary of Tower or by merging FNB into Graystone Bank or another wholly-owned subsidiary of Towerhowever, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (iia) there are no adverse Federal federal or state income tax or other adverse tax consequences to First Xxxxxxx Tri-Valley’s shareholders as a result of the modification; modification (iiiincluding no impact upon the opinions of counsel related to tax matters to be delivered pursuant to this Agreement), (b) the consideration to be paid to the holders of First Xxxxxxx Tri-Valley Common Stock and Tri-Valley Stock Options under this Agreement is not thereby changed in kind or kind, value or reduced in amount; amount and the delivery of such consideration will not be delayed, (c) the benefits to be received by Tri-Valley’s directors, officers and employees under this Agreement are not diminished, and (ivd) such modification will not delay materially or jeopardize the receipt of Regulatory Approvals 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 VI 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, Bridge Bancorp shall be entitled to revise the structure of the Merger and the Bank Merger, including without limitation, by merging First Xxxxxxx into FNBNY with a wholly-owned subsidiary of Tower or Bridge Bancorp, immediately followed by merging FNB the merger of FNBNY into Graystone Bank or another wholly-owned subsidiary of TowerBridge Bancorp, 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 FNBNY shareholders as a result of the modification; (iii) the consideration to be paid to the holders of First Xxxxxxx FNBNY 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 and the Bank Merger, otherwise delay or jeopardize the satisfaction of any condition to Closing set forth in Article VII IX or otherwise adversely affect First Xxxxxxx FNBNY or the holders of the First Xxxxxxx FNBNY Common Stock; and (v) such modification will not require any restructuring of FNBNY or its Affiliates. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.. Table of Contents