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

Reservation of Right to Revise Structure. At First Financial’s election, the Merger may alternatively be structured so that (a) HopFed is merged with and into any other direct or indirect wholly-owned subsidiary of First Financial or (b) any direct or indirect wholly-owned subsidiary of First Financial is merged with and into HopFed; provided, however, that no such change shall: (1) alter or change the amount or kind of the Merger Consideration or the treatment of the holders of HopFed Common Stock, (2) prevent the parties from obtaining the opinions of counsel referred to in Section 7.2(c) or Section 7.3(c) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.10, or (3) within the good faith judgment of HopFed, 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 First Financial’s Purchaser's election, the Merger may alternatively be structured so that (a) HopFed Company is merged with and into Purchaser or any other direct or indirect wholly-owned subsidiary of First Financial Purchaser or (b) any other direct or indirect wholly-owned subsidiary of First Financial Purchaser is merged with and into HopFedCompany; provided, however, that no such change shall: shall (1i) alter or change the amount or kind of the Merger Consideration or the treatment of the holders of HopFed Company Common Stock, (2ii) prevent the parties from obtaining the opinions of counsel referred to in Section 7.2(c) or 6.2.5 and Section 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 (3iii) within the good faith judgment of HopFed, 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.