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

Reservation of Right to Revise Structure. At Old National’s election delivered to Anchor in writing, the Merger may alternatively be structured so that (a) Anchor is merged with and into any other direct or indirect wholly-owned subsidiary of Old National or (b) any direct or indirect wholly-owned subsidiary of Old National is merged with and into Anchor; provided, however, that no such change shall (x) alter or change the amount or kind of the Merger Consideration or the treatment of the Anchor Common Stock or the Anchor Restricted Stock Awards, (y) prevent the parties from obtaining the opinions of counsel referred to in Sections 7.2(c) and 7.3(c) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.10, or (z) 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 Old NationalPurchaser’s election delivered to Anchor in writingelection, the Merger may alternatively be structured so that (a) Anchor Company is merged with and into any other direct or indirect wholly-owned subsidiary of Old National Purchaser or (b) any direct or indirect wholly-owned subsidiary of Old National Purchaser is merged with and into AnchorCompany; provided, however, that no such change shall (xi) alter or change the amount or kind of the Merger Consideration or the treatment of the Anchor holders of Company Common Stock or the Anchor Restricted Stock Company Share-Based Awards, (yii) prevent the parties from obtaining the opinions of counsel referred to in Sections 7.2(c) 6.2.5 and 7.3(c) 6.3.5 or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.10Intended Tax Treatment, or (ziii) materially impede or delay consummation of the transactions contemplated by this AgreementPlan of Merger. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement Plan of Merger (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Agreement 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 Old NationalAcquirer’s election delivered to Anchor in writingelection, the Merger may alternatively be structured so that (a) Anchor KFI is merged with and into any other direct or indirect wholly-owned subsidiary of Old National Acquirer or (b) any direct or indirect wholly-owned subsidiary of Old National Acquirer is merged with and into AnchorKFI; 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 Anchor holders of KFI Common Stock or the Anchor Restricted Stock AwardsStock, (y) prevent the parties KFI from obtaining the opinions opinion of counsel referred to in Sections 7.2(c) and 7.3(cSection 7.2(e) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.10, 2.12 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 Old NationalHorizon’s election delivered to Anchor in writingelection, the Merger may alternatively be structured so that (a) Anchor Peoples is merged with and into any other direct or indirect wholly-owned subsidiary of Old National Horizon or (b) any direct or indirect wholly-owned subsidiary of Old National Horizon is merged with and into AnchorPeoples; 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 Anchor holders of common stock, $1.00 par value per share, of Peoples (the “Peoples Common Stock or the Anchor Restricted Stock AwardsStock”), (y2) prevent the parties from obtaining the opinions of counsel referred to in Sections 7.2(c7.01(h) and 7.3(c7.02(h) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.101.03, 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.