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 FNFG shall be entitled to revise the structure of the Merger or the Bank Merger, including without limitation, by merging HNC into a wholly-owned subsidiary of FNFG, 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 HNC shareholders as a result of the modification; (iii) the consideration to be paid to the holders of HNC 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 IX or otherwise adversely affect HNC or the holders of HNC 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 FNFG BMBC shall be entitled to revise the structure of the Merger or the Bank Merger, including without limitation, by merging HNC FKF into a wholly-owned subsidiary Subsidiary of FNFG, 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 (iib) there are no adverse Federal federal or state income tax or other adverse tax consequences to HNC FKF shareholders as a result of the modification; (iiic) the consideration to be paid to the holders of HNC FKF Common 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 IX or otherwise adversely affect HNC FKF or the holders of HNC FKF 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 FNFG Parent shall be entitled to revise the structure of the Merger or the Bank Merger, including including, without limitation, by merging HNC the Company into a newly created wholly-owned subsidiary Subsidiary of FNFG, Parent; 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 HNC the Company’s shareholders as a result of the modification; (iiic) the consideration to be paid to the holders of HNC Company Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (ivd) 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 and the Bank Merger, otherwise materially delay or jeopardize the satisfaction of any condition to Closing set forth in Article IX or otherwise adversely affect HNC the Company or the holders of HNC Company 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 FNFG DNB shall be entitled to revise the structure of the Merger or the Bank Merger, including including, without limitation, by merging HNC EXX into a newly created wholly-owned subsidiary Subsidiary of FNFG, DNB; 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 HNC EXX shareholders as a result of the modification; (iiic) the consideration to be paid to the holders of HNC EXX Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (ivd) 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 and the Bank Merger, otherwise materially delay or jeopardize the satisfaction of any condition to Closing set forth in Article IX or otherwise adversely affect HNC EXX or the holders of HNC EXX 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 FNFG the Company shall be entitled to revise the structure of the Merger or the Bank Merger, including including, without limitation, by merging HNC NHBT into a newly created wholly-owned subsidiary Subsidiary of FNFG, the Company; 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 HNC NHBT shareholders as a result of the modification; (iiic) the consideration to be paid to the holders of HNC NHBT Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (ivd) 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 and the Bank Merger, otherwise materially delay or jeopardize the satisfaction of any condition to Closing set forth in Article IX or otherwise adversely affect HNC NHBT or the holders of HNC NHBT Common Stock. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.