Common use of Reservation of Right to Revise Structure Clause in Contracts

Reservation of Right to Revise Structure. At ONB’s election, the Merger may alternatively be structured so that (a) ICB 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 ICB; 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, no par value, of ICB (“ICB Common Stock”) or options to purchase ICB 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. At ONB’s election, the Merger may alternatively be structured so that (a) ICB TFC 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 ICBTFC; 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, no par value, of ICB TFC (“ICB TFC Common Stock”) or options to purchase ICB TFC 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. At ONB’s election, the Merger may alternatively be structured so that (a) ICB 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 ICBLSB; 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, no $.01 par valuevalue per share, of ICB LSB (“ICB LSB Common Stock”) or options to purchase ICB 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. At ONBHorizon’s election, the Merger may alternatively be structured so that (a) ICB SCB is merged with and into any other direct or indirect wholly-owned subsidiary of ONB Horizon or (b) any direct or indirect wholly-owned subsidiary of ONB Horizon is merged with and into ICBSCB; provided, however, that no such change shall (x1) alter or change the amount or kind of the Merger Consideration (as hereinafter defined) or the treatment of the holders of common stock, no par value, of ICB SCB (including holders of options to purchase SCB common stock) (the “ICB SCB Common Stock”) or options to purchase ICB Common Stock), (y2) 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 (z3) 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. At ONBMainSource’s election, the Merger may alternatively be structured so that (a) ICB FCB is merged with and into any other direct or indirect wholly-owned subsidiary of ONB MainSource or (b) any direct or indirect wholly-owned subsidiary of ONB MainSource is merged with and into ICBFCB; 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 (including, without limitation, the tax treatment) of the holders of common stock, no $1.00 par valuevalue per share, of ICB FCB (“ICB FCB Common Stock”) or options to purchase ICB 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. At ONB’s the Acquiror's election, the Merger may alternatively be structured so that (a1) ICB the Company is merged with and into any other direct or indirect wholly-wholly owned subsidiary of ONB the Acquiror, or (b2) any direct or indirect wholly-wholly owned subsidiary of ONB the Acquiror is merged with and into ICBthe Company; provided, however, that no such change shall (xA) alter or change the amount or kind of the consideration to be issued to the Company's stockholders in the Merger Consideration or under such alternative structure (as hereinafter definedthe "Merger Consideration") or the treatment of the holders of common stock, no par value, of ICB (“ICB Common Stock”) or options to purchase ICB Common StockCompany Stock Options, (yB) adversely affect the tax treatment to the Company's stockholders as a result of receiving the Merger Consideration or prevent the parties from obtaining the opinions opinion of counsel 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 (zC) materially impede or delay consummation of the transactions contemplated by this AgreementMerger. 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. At ONB’s election, the Merger may alternatively be structured so that (a) ICB Anchor 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 ICBAnchor; 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, no $0.10 par valuevalue per share, of ICB Anchor (“ICB Anchor Common Stock”) or options to purchase ICB Anchor Common Stock, (y) prevent the parties from obtaining the opinions of counsel referred to in Sections 7.01(h7.01(i) 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.