Common use of Restructure of Transaction Clause in Contracts

Restructure of Transaction. HBC shall, in its reasonable discretion, have the unilateral right to revise the structure of the Merger contemplated by this Agreement for any reason which HBC may deem advisable; provided, however, that HBC shall not have the right, without the approval of the board of directors of HFG and, if required by applicable law, the holders of the HFG Common Stock or HBC Common Stock, as applicable, to make any revision to the structure of the Merger which: (i) changes the amount of the consideration which the holders of shares of HFG Common Stock are entitled to receive (determined in the manner provided in Section 3.1 of this Agreement); (ii) would permit HBC to pay the consideration other than by delivery of the Cash Payments to the holders of HBC Common Stock; (iii) would be materially adverse to the interests of the holders of shares of HFG Common Stock or HBC Common Stock; (iv) would materially impede or delay consummation of the Merger; or (v) would change the tax consequences of the Merger to the holders of HFG Common Stock. HBC may exercise this right of revision by giving written notice to HFG in the manner provided in Section 11.8 which notice shall be in the form of an amendment to this Agreement or in the form of an Amended and Restated Plan and Agreement of Merger.

Restructure of Transaction. HBC shall, in its reasonable discretion, The Company shall have the unilateral right with the consent of Bancorp (which consent may not be unreasonably withheld, conditioned or delayed) to revise the structure of the Merger Mergers contemplated by this Agreement for any reason which HBC may deem advisablein order to achieve tax benefits; provided, however, that HBC the Company shall not have the right, without the approval of the board Board of directors Directors of HFG Bancorp and, if required by applicable lawthe KBCA, the holders of the HFG Common Stock or HBC Bancorp Common Stock, as applicable, to make any revision to the structure of the Merger Mergers which: (i) changes the amount of the consideration which the holders of shares of HFG Bancorp Common Stock are entitled to receive (determined in the manner provided in Section 3.1 of this Agreement4.1 hereof); (ii) would permit HBC to pay changes the consideration other than by delivery intended tax effects of the Cash Payments Holding Company Merger to the Company, Bancorp or the holders of HBC shares of Bancorp Common Stock; (iii) would be materially adverse to the interests of Bancorp or adverse to the holders of shares of HFG Common Stock or HBC Bancorp Common Stock; or (iv) would materially impede or delay consummation of the Merger; or (v) would change the tax consequences of the Merger to the holders of HFG Common StockMergers. HBC The Company may exercise this right of revision by giving written notice to HFG Bancorp in the manner provided in Section 11.8 12.7 hereof which notice shall be in the form of an amendment to this Agreement and the Plans of Merger or in the form of an Amended and Restated Plan Agreement and Agreement Plans of Merger.

Restructure of Transaction. HBC Parent shall, in its reasonable discretion, have the unilateral right to revise the structure of the Merger contemplated by this Agreement in order to achieve tax benefits or for any other reason which HBC Parent may deem advisable; provided, however, that HBC Parent shall not have the right, without the approval of the board Board of directors Directors of HFG Subject Company and, if required by applicable lawthe Texas BCA, the holders of the HFG Common Stock or HBC Subject Company Common Stock, as applicable, to make any revision to the structure of the Merger which: (i) changes the amount of the consideration which the holders of shares of HFG Subject Company Common Stock are entitled to receive (determined in the manner provided in Section 3.1 of this Agreement); (ii) changes the intended tax free effects of the Merger to Parent, Subject Company or the holders of shares of Subject Company Common Stock; (iii) would permit HBC Parent to pay the consideration other than by delivery of Parent Common Stock registered with the Cash Payments to SEC (in the holders manner described in Section 4.1 of HBC Common Stockthis Agreement); (iiiiv) would be materially adverse to the interests of Subject Company or adverse to the holders of shares of HFG Common Stock or HBC Subject Company Common Stock; (ivv) would materially impede or delay consummation of the Merger; or (vvi) would change the tax consequences require a vote of the Merger to the holders of HFG Common StockParent's shareholders under relevant state Law. HBC Parent may exercise this right of revision by giving written notice to HFG Subject Company in the manner provided in Section 11.8 of this Agreement which notice shall be in the form of an amendment to this Agreement and the Plan of Merger or in the form of an Amended and Restated Agreement and Plan and Agreement of Merger.

Restructure of Transaction. HBC shall, in its reasonable discretion, The Company shall have the unilateral right with the consent of Bancorp (which consent may not be unreasonably withheld, conditioned or delayed) to revise the structure of the Holding Company Merger contemplated by this Agreement for any reason which HBC may deem advisablePlan of Merger in order to achieve tax benefits; provided, however, that HBC the Company shall not have the right, without the approval of the board Board of directors Directors of HFG Bancorp and, if required by applicable lawthe KBCA, the holders of the HFG Common Stock or HBC Bancorp Common Stock, as applicable, to make any revision to the structure of the Holding Company Merger which: (i) changes the amount of the consideration which the holders of shares of HFG Bancorp Common Stock are entitled to receive (determined in the manner provided in Section 3.1 of this Agreementhereof); (ii) would permit HBC to pay changes the consideration other than by delivery intended tax effects of the Cash Payments Holding Company Merger to the Company, Bancorp or the holders of HBC shares of Bancorp Common Stock; (iii) would be materially adverse to the interests of Bancorp or adverse to the holders of shares of HFG Common Stock or HBC Bancorp Common Stock; or (iv) would materially impede or delay consummation of the Holding Company Merger; or (v) would change the tax consequences of the Merger to the holders of HFG Common Stock. HBC The Company may exercise this right of revision by giving written notice to HFG Bancorp in the manner provided in Section 11.8 13.6 of the Agreement which notice shall be in the form of an amendment to this Agreement Plan of Merger or in the form of an Amended and Restated Plan and Agreement of Merger.