Restructuring of the Merger. It may be preferable to effectuate a business combination between NEES and EUA by means xx an alternative structure to the Merger. Accordingly, if, prior to satisfaction o f the conditions contained in Article VIII hereto, NEES proposes the adoxxxxn of an alternative structure that otherwise substantially preserves for NEES and EUA the econxxxx benefits of the Merger and will not materially delay the consummation there of, then the parties shall use their respective best efforts to effect a business combination among themselves by means of a mutually agreed upon structure other than the Merger that so preserves such benefits; provided, however, that prior to closing any such restructured transaction, all material third party and Governmental Authority declarations, filings, registrations, notices, authorizations, consents or approvals necessary for the effectuation of such alternative business combination shall have been obtained and all other conditions to the parties' obligations to consummate the Merger and other transactions contemplated hereby, as applied to such alternative business combination, shall have been satisfied or waived.
Restructuring of the Merger. The Parties agree and acknowledge that, with the prior written consent of Yankees, Braves and Merger Sub may restructure the Merger; provided that such restructuring shall not (i) reduce or change the form of the Merger Consideration, or (ii) delay or prevent consummation of the transactions contemplated by this Agreement in any material respect.
Restructuring of the Merger. The Parties agree and acknowledge that NYSE Euronext, NASDAQ OMX, ICE and Merger Sub may amend this Agreement, in accordance with the terms hereof, to restructure the Merger; provided that such restructuring shall not (i) reduce or change the form of the Merger Consideration, or (ii) materially delay or prevent consummation of the transactions contemplated by this Agreement.
Restructuring of the Merger. Buyer shall have the right to revise the structure of the Merger and other transactions herein contemplated if and to the extent that it deems such a change to be desirable in the event the consents necessary to make a 338(h)(10) Election (as hereinafter defined) are not obtained from all holders of Seller Common Stock; provided, that no such revision to the structure of the Merger (i) shall result in any changes in the amount or type of the consideration which the holders of shares of Seller Common Stock, Seller Stock Options and Seller SARs are entitled to receive under this Agreement or (ii) would unreasonably impede or delay consummation of the Merger. Buyer may exercise this right of revision by giving written notice to Seller in the manner provided in Section 12.8, which notice shall be in the form of an amendment to this Agreement.
Restructuring of the Merger. (a) Notwithstanding any provision of this Agreement, in the event that either:
Restructuring of the Merger. FNB may at any time prior to the Effective Time change the method of effecting the Merger (including, without limitation, the provisions of this Article II) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to holders of Granite Stock as provided for in Article III of this Agreement (subject to adjustment as provided in Section 3.04), (ii) adversely affect the tax treatment of the Merger as a reorganization under Section 368(a) of the Code, or (iii) materially impede or delay consummation of the Merger.
Restructuring of the Merger. Notwithstanding Section 2.1, in the event that the opinion of Fried, Frank, Harris, Shriver & Jacobson referred to in Section 6.16(b) is not obtained xx xxxxribex xxxxxxn, then upon the terms and subject to the conditions set forth in this Agreement at the Effective Time the Purchaser will be merged with and into the Company in accordance with the provisions of the Delaware Act. Following such merger, the Company will continue as the surviving corporation and the separate corporate existence of the Purchaser will cease. In such event, the term the "Merger" shall be deemed to refer to such merger and the term the "Surviving Corporation" shall be deemed to refer to such surviving corporation, in each case for all purposes hereunder.
Restructuring of the Merger. The parties hereto hereby agree and acknowledge that, with the prior consent of Euronext (which consent shall not be unreasonably withheld), NYSE Group may restructure the Merger; PROVIDED that such restructuring shall not (i) reduce or change the form of the Mixed Offer Consideration, the Stock Election Consideration or the Cash Election Consideration, (ii) materially delay or prevent consummation of the transactions contemplated by this Agreement, or (iii) prevent or materially impede the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.
Restructuring of the Merger. The parties hereby agree and acknowledge that, with the prior consent of Deutsche Börse, NYSE Euronext may restructure the Merger; provided that such restructuring shall not (i) reduce or change the form of the Merger Consideration, (ii) materially delay or prevent consummation of the transactions contemplated by this Agreement, (iii) prevent or materially impede the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code and/or the qualification of the Merger and the Offer, taken together, as a transaction described in Section 351(a) of the Code, or (iv) prevent or materially impede the qualification of the Offer and/or the Merger and the Offer, taken together, as a transaction described in Section 351(a) of the Code.
Restructuring of the Merger. Buyer shall have the right at any time and without the approval of Seller to revise the structure of the Merger if and to the extent that it reasonably deems such a change to be necessary to effect the purpose and intent of this Agreement; provided, however, that no such revision to the structure of the Merger shall adversely affect any Seller Entity prior to the Effective Time or any shareholders of Seller before or after the Effective Time. Without limitation, no such revision to the structure of the Merger shall (i) result in any changes in the amount or type of the consideration which the holders of shares of Seller Common Stock are entitled to receive under this Agreement, (ii) adversely affect the tax treatment of Buyer’s or Seller’s shareholders pursuant to this Agreement, (iii) adversely affect the tax treatment of Buyer or Seller pursuant to this Agreement or (iv) unreasonably impede or delay consummation of the Merger. Buyer may exercise this right of revision by giving written notice to Seller in the manner provided in Section 12.8, which notice shall be in the form of an amendment to this Agreement. In the event Buyer elects to make such a change, the Parties agree to execute appropriate documents to reflect the change.
