Common use of Structure of Combination Clause in Contracts

Structure of Combination. With the consent of ComBanc, which consent shall not be unreasonably withheld, FDEF and First Federal may at any time change the method of effecting the mergers (including, without limitation, the provisions of this Article One) if and to the extent FDEF deems such change to be desirable; provided, however, that no such change shall (i) alter or change the amount or composition of the per share merger consideration described in Section 2.01 of this Agreement; (ii) be likely to materially delay or jeopardize receipt of any required regulatory approvals or materially delay the satisfaction of any conditions to the closing of the Corporate Merger; or (iii) adversely affect the tax treatment of ComBanc or ComBanc stockholders as a result of receiving the per share merger consideration. ComBanc and Commercial Bank shall, if requested by FDEF, enter into one or more amendments to this Agreement in order to effect any such change.

Structure of Combination. With the consent of ComBancPavilion, which consent shall not be unreasonably withheld, FDEF First Defiance and First Federal may at any time change the method of effecting the mergers (including, without limitation, the provisions of this Article One) if and to the extent FDEF First Defiance deems such change to be desirable; provided, however, that no such change shall (i) alter or change the amount or composition of the per share merger consideration described Per Share Merger Consideration (as defined in Section 2.01 of this Agreement2.01; (ii) be likely to materially delay or jeopardize receipt of any required regulatory approvals or materially delay or jeopardize the satisfaction of any conditions to the closing of the Corporate Merger; or (iii) adversely affect the tax treatment of ComBanc or ComBanc stockholders consequences to the Pavilion shareholders as a result of receiving the per share merger considerationPer Share Merger Consideration. ComBanc and Commercial Bank Pavilion shall, if requested by FDEFFirst Defiance, enter into one or more amendments to this Agreement in order to effect any such change.