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

Reservation of Right to Revise Transaction. Buyer may at any time change the method of effecting the acqui- sition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts (including without limitation (a) the provisions of this Article I and (b) causing the merger of Roosevelt Bank, a wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")) if and to the extent it deems such change to be desirable, including without limitation to provide for a merger of Seller directly into Buyer, in which Buyer is the surviving corporation, provided, however, that no such change shall (A) alter or change the amount or kind of consideration to be issued to holders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration"), (B) adversely affect the tax treatment to Seller's stockholders as a result of receiving the Merger Consideration or (C) materially delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- ment.

Reservation of Right to Revise Transaction. Buyer Buyers may at any time change the method of effecting the acqui- sition acquisition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts Buyers (including without limitation (a) the provisions of this Article I and (b) causing the merger of Roosevelt Bank, a wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")I) if and to the extent it deems Buyers deem such change to be desirable, including without limitation desirable to provide for (i) a merger of Merger Sub with and into Seller, in which Seller is the surviving corporation or (ii) a merger of Seller directly into BuyerMercantile, in which Buyer Mercantile is the surviving corporation, provided, -------- however, that no such change shall (A) alter or change the amount ------- or kind of the consideration to be issued to holders received by the shareholders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration")Merger, (B) adversely affect any representation, warranty or covenant of Buyers contained herein, (C) adversely affect the tax treatment to Seller's stockholders Seller shareholders, as a result generally described in Section 6.01(e) hereof, (D) otherwise adversely affect the rights of receiving the Merger Consideration Seller or any shareholders of Seller hereunder, or (CE) materially impede or delay receipt of any approval approvals referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- ment.Agreement. ARTICLE II ---------- REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER As an inducement to Buyers to enter into and perform their respective obligations under this Agreement, and, except as otherwise provided herein, notwithstanding any examination, inspection, audit or any other investigation made by Buyers, Seller represents and warrants to and covenants with Buyers as follows:

Reservation of Right to Revise Transaction. Buyer Buyers may at any ------------------------------------------ time change the method of effecting the acqui- sition acquisition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts Buyers (including including, without limitation (a) limitation, the provisions of this Article I and (b) causing the merger of Roosevelt Bank, a wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")I) if and to the extent it deems Buyers deem such change to be desirable, including including, without limitation limitation, to provide for (i) a merger of Merger Sub with and into Seller, in which Seller is the surviving corporation, or (ii) a merger of Seller directly into BuyerMercantile, in which Buyer Mercantile is the surviving corporation, ; provided, however, that no such change shall (A) alter or change the amount or kind of consideration the Merger Consideration to be issued to received by the holders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration")Stock, (B) adversely affect the tax treatment to Seller's stockholders Seller shareholders, as a result of receiving the Merger Consideration or generally described in Section 6.01(e) hereof, (C) materially impede or delay receipt of any approval approvals referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- mentAgreement, or (D) prevent or impede the transactions contemplated hereby from qualifying for pooling-of-interests accounting treatment unless Buyers first waive Seller's covenants set forth in Sections 5.02(b) and 5.16 hereof and the condition to Buyers' obligation to consummate the Merger set forth in Section 6.03(f) hereof.

Reservation of Right to Revise Transaction. Buyer Buyers may at any ------------------------------------------ time change the method of effecting the acqui- sition acquisition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts Buyers (including including, without limitation (a) limitation, the provisions of this Article I and (b) causing the merger of Roosevelt Bank, a wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")I) if and to the extent it deems Buyers deem such change to be desirable, including including, without limitation limitation, to provide for (i) a merger of Merger Sub with and into Seller, in which Seller is the surviving corporation, or (ii) a merger of Seller directly into BuyerMercantile, in which Buyer Mercantile is the surviving corporation, ; provided, however, that no such change shall (A) alter or change the amount or kind of consideration the Merger Consideration to be issued to holders received by the shareholders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration")Seller, (B) adversely affect the tax treatment to Seller's stockholders Seller shareholders, as a result of receiving the Merger Consideration or generally described in Section 6.01(e) hereof, (C) materially impede or delay receipt of any approval approvals referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- mentAgreement, or (D) prevent or impede the transactions contemplated hereby from qualifying for pooling-of-interests accounting treatment unless Buyers first waive Seller's covenants set forth in Sections 5.02(b) and 5.16 hereof and the condition to Buyers' obligation to consummate the Merger set forth in Section 6.03(f) hereof.

Reservation of Right to Revise Transaction. Buyer may with Seller's consent (which will not be unreasonably withheld) at any time change the method of effecting the acqui- sition acquisition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts (including without limitation (a) modifying the provisions of this Article I and (b) causing the merger of Roosevelt Great Financial Bank, F.S.B. a federally chartered savings bank and wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")) if and to the extent it deems such change to be desirable, including without limitation to provide for a merger of Seller directly into a wholly-owned subsidiary of Buyer, in which such subsidiary of Buyer is the surviving corporation, providedPROVIDED, howeverHOWEVER, that no such change shall (A) alter or change the amount or kind of consideration to be issued to holders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration"), (B) adversely affect the tax treatment to Seller's stockholders as a result of receiving the Merger Consideration Consideration, or (C) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- mentAgreement.

Reservation of Right to Revise Transaction. Buyer Buyers may at any ------------------------------------------ time change the method of effecting the acqui- sition acquisition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts Buyers (including including, without limitation (a) limitation, the provisions of this Article I and (b) causing the merger of Roosevelt Bank, a wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")I) if and to the extent it deems Buyers deem such change to be desirable, including including, without limitation limitation, to provide for (i) a merger of Merger Sub with and into Seller, in which Seller is the surviving corporation, or (ii) a merger of Seller directly into BuyerMercantile, in which Buyer Mercantile is the surviving corporation, ; provided, however, that no such change shall (A) alter or change the amount or kind of the consideration to be issued to holders received by the stockholders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration")Merger, (B) adversely affect the tax treatment to Seller's stockholders Seller stockholders, as a result of receiving the Merger Consideration or generally described in Section 6.01(e) hereof, (C) materially impede or delay receipt of any approval approvals, referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- mentAgreement or (D) prevent or impede the transactions contemplated hereby from qualifying for pooling-of-interests accounting treatment unless Buyers first waive Seller's covenants set forth in Sections 5.02(b) and 5.16 hereof and the condition to Buyers' obligation to consummate the Merger set forth in Section 6.03(f) hereof.

Reservation of Right to Revise Transaction. Buyer Buyers may at any ------------------------------------------ time change the method of effecting the acqui- sition acquisition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts Buyers (including including, without limitation (a) limitation, the provisions of this Article I and (b) causing the merger of Roosevelt Bank, a wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")I) if and to the extent it deems Buyers deem such change to be desirable, including including, without limitation limitation, to provide for (i) a merger of Merger Sub with and into Seller, in which Seller is the surviving corporation, or (ii) a merger of Seller directly into BuyerMercantile, in which Buyer Mercantile is the surviving corporation, ; provided, however, that no such change shall (A) alter or change the amount or kind of consideration the Merger Consideration to be issued to received by the holders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration")Stock, (B) adversely affect the tax treatment to Seller's stockholders Seller stockholders, as a result of receiving the Merger Consideration or generally described in Section 6.01(e) hereof, (C) materially impede or delay receipt of any approval approvals referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- mentAgreement, or (D) prevent or impede the transactions contemplated hereby from qualifying for pooling-of-interests accounting treatment unless Buyers first waive Seller's covenants set forth in Sections 5.02(b) and 5.16 hereof and the condition to Buyers' obligation to consummate the Merger set forth in Section 6.03(f) hereof.

Reservation of Right to Revise Transaction. Buyer Buyers may at any time change the method of effecting the acqui- sition acquisition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts Buyers (including including, without limitation (a) limitation, the provisions of this Article I and (b) causing the merger of Roosevelt Bank, a wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")I) if and to the extent it deems Buyers deem such change to be desirable, including including, without limitation limitation, to provide for (i) a merger of Merger Sub with and into Seller, in which Seller is the surviving corporation, or (ii) a merger of Seller directly into BuyerMercantile, in which Buyer Mercantile is the surviving corporation, ; provided, however, that no such change shall (A) alter or change the amount or kind of consideration the Merger Consideration to be issued to received by the holders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration")Stock, (B) adversely affect the tax treatment to Seller's stockholders Seller stockholders, as a result of receiving the Merger Consideration or generally described in Section 6.01(e) hereof, (C) materially impede or delay receipt of any approval approvals referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- mentAgreement, or (D) prevent or impede the transactions contemplated hereby from qualifying for pooling-of-interests accounting treatment unless Buyers first waive Seller's covenants set forth in Sections 5.02(b) and 5.16 hereof and the condition to Buyers' obligation to consummate the Merger set forth in Section 6.03(f) hereof.