Reservation of Right to Revise Structure. Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (a) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (d) require submission to or approval of the Company’s shareholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.
Reservation of Right to Revise Structure. At Purchaser’s election, the Merger may alternatively be structured so that (a) Company is merged with and into any other direct or indirect wholly-owned subsidiary of Purchaser or (b) any direct or indirect wholly-owned subsidiary of Purchaser is merged with and into Company; provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration or the treatment of the holders of Company Common Stock or Company Share-Based Awards, (ii) prevent the parties from obtaining the opinions of counsel referred to in Sections 6.2.5 and 6.3.5 or otherwise cause the transaction to fail to qualify for the Intended Tax Treatment, or (iii) materially impede or delay consummation of the transactions contemplated by this Plan of Merger. In the event of such an election, the parties agree to execute an appropriate amendment to this Plan of Merger (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Plan of Merger or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.
Reservation of Right to Revise Structure. At Xxxxx Fargo’s election, the Merger may alternatively be structured so that (i) Company is merged with and into any other direct or indirect wholly owned subsidiary of Xxxxx Fargo, (ii) any direct or indirect wholly owned subsidiary of Xxxxx Fargo is merged with and into Company, or (iii) Company is merged with and into Xxxxx Fargo; provided, however, that no such change shall (A) alter or change the amount or kind of consideration to be issued to Company’s shareholders in the Merger or under such alternative structure (the “Merger Consideration”), (B) adversely affect the tax treatment of Company’s shareholders as a result of receiving the Merger Consideration or prevent the parties from obtaining the opinion referred to in paragraph 6(h), or (C) materially impede or delay consummation of the Merger. In the event of such election, the parties agree to execute an appropriate amendment to this Agreement in order to reflect such election.
Reservation of Right to Revise Structure. At ONB’s election, the Merger may alternatively be structured so that (a) LSB is merged with and into any other direct or indirect wholly-owned subsidiary of ONB or (b) any direct or indirect wholly-owned subsidiary of ONB is merged with and into LSB; provided, however, that no such change shall (x) alter or change the amount or kind of the Merger Consideration (as hereinafter defined) or the treatment of the holders of common stock, $.01 par value per share, of LSB (“LSB Common Stock”) or options to purchase LSB Common Stock, (y) prevent the parties from obtaining the opinions of counsel referred to in Sections 7.01(h) and 7.02(h) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.03, or (z) materially impede or delay consummation of the transactions contemplated by this Agreement. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.
Reservation of Right to Revise Structure. CenterState may at any time and without the approval of HCBF change the method of effecting the business combination contemplated by this Agreement if and to the extent that it reasonably deems such a change to be necessary; provided, however, that no such change shall (i) alter or change the amount of the consideration to be issued to (x) Holders as Merger Consideration or (y) holders of HCBF Stock Options, each as currently contemplated in this Agreement, (ii) reasonably be expected to materially impede or delay consummation of the Merger, (iii) adversely affect the federal income tax treatment of Holders in connection with the Merger, or (iv) require submission to or approval of HCBF’s shareholders after the plan of merger set forth in this Agreement has been approved by HCBF’s shareholders. In the event that CenterState elects to make such a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.
Reservation of Right to Revise Structure. Notwithstanding any provision herein to the contrary, FNB shall have the unilateral right to revise the structure of the Merger to achieve the tax consequences described in Section 6.8 or for any other reason FNB may deem advisable; provided, however, that no such change will (i) alter or change the amount or kind of consideration to be received by the shareholders of United in the Merger or (ii) adversely affect the tax treatment to the shareholders of United as a result of receiving such consideration. In the event of such election by FNB, the parties hereto shall execute an appropriate amendment to this Agreement.
Reservation of Right to Revise Structure. CenterState may at any time and without the approval of Charter change the method of effecting the business combination contemplated by this Agreement if and to the extent that it reasonably deems such a change to be desirable; provided, however, that no such change shall (i) alter or change the amount or kind of the consideration to be issued to (x) Holders of Charter Common Stock as Merger Consideration or (y) holders of Charter Stock Options, each as currently contemplated in this Agreement, (ii) reasonably be expected to materially impede or delay consummation of the Merger, (iii) adversely affect the federal income tax treatment of Holders of Charter Common Stock in connection with the Merger or adversely limit or impact the qualification of the Merger as a reorganization under the provisions of Section 368(a) of the Code, or (iv) require submission to or approval of Charter’s stockholders after this Agreement has been approved by Charter’s stockholders. In the event that CenterState elects to make such a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.
Reservation of Right to Revise Structure. The parties may by mutual agreement at any time change the method of effecting the business combination including the Integration Transactions contemplated by this Agreement if and to the extent that all of the parties deem such a change to be desirable; provided, however, that no such change shall (a) alter or change the amount or kind of the consideration to be issued hereunder, (b) impede or delay the consummation of the Transactions, (c) adversely affect the federal income tax treatment of any of Polaris, Sirius, Constellation, or the recipients of consideration hereunder in connection with the Mergers or (d) adversely affect the Debt Financing or the Debt Financing Sources.
Reservation of Right to Revise Structure. At Merchants’ election, the Merger may alternatively be structured so that (a) BDC is merged directly with and into Merchants, with Merchants as the surviving entity, or (b) Acquisition Corp is not merged with or into BDC and BDC is not merged with or into Merchants, Acquisition Corp, or any other entity, but instead BDC shall sell all of the stock of JSB held by BDC to Xxxxxxx X. Xxxxxx, an individual and Indiana resident, and Xxxxxxx X. Xxxxxx, an individual and Florida resident, in their capacity as individuals and not on behalf of Acquisition Corp or Merchants; provided, however, that no such alternative structure shall (y) alter or change the amount or kind of the Merger Consideration (as hereinafter defined) or (z) materially impede or delay consummation of the transactions contemplated by this Agreement. In the event of such an election, the parties agree to execute any appropriate amendment or amendments to this Agreement (which amendments will include an additional $25,000 in purchase price to offset the expense of dissolving BDC), and in the event of an election under subsection (b) Merchants will be responsible for causing Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx to join this Agreement and/or any amendment to this Agreement, (to the extent any such amendment only changes the method of effecting the change in ownership of JSB and does not substantively affect this Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election. In the event that Merchants’ elects to revise the structure of the Merger as provided by subsection (b) of this Section 1.02, BDC acknowledges that upon consummation thereof BDC would still exist as a separate entity, would not be a subsidiary or affiliate of or controlled by Merchants. BDC would be responsible for making any distributions of the Merger Consideration to its shareholders, and for making any corporate decisions after consummation, such as whether to dissolve and wind up its affairs, in addition to, but not limited to, taking any actions necessary to effectuate and paying any expenses related thereto. BDC agrees that Merchants’ election to revise the structure of the Merger as provided by subsection (b) of this Section 1.02 would not in and of itself be considered to materially impede or delay consummation of the transactions contemplated by this Agreement or to substantively affect this Agreement or the rights and obligations of BDC, JSB, or their res...
Reservation of Right to Revise Structure. Parent may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (i) alter or change the amount or kind of the consideration to be issued to holders of the shares of common stock of the Company, par value $0.01 per share (such common stock being referred to herein as the “Shares”) as merger consideration, (ii) materially impede or delay consummation of the business combination contemplated hereby or (iii) result in holders of the Shares incurring any liability or obligation except as contemplated hereby or expose the Company or its Subsidiaries or any of their respective directors, officers or employees to any additional liability or obligation. In the event Parent elects to make such a change, the parties agree to execute appropriate documents to reflect the change.
