Common use of Restructuring of the Merger Clause in Contracts

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. It may be preferable to effectuate a business combination between NEES XXXX and EUA by means xx of an alternative structure to the Merger. Accordingly, if, prior to satisfaction o f of the conditions contained in Article VIII hereto, NEES XXXX proposes the adoxxxxn adoption of an alternative structure that otherwise substantially preserves for NEES XXXX and EUA the econxxxx economic benefits of the Merger and will not materially delay the consummation there ofthereof, 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.