Common use of The Parent Merger Clause in Contracts

The Parent Merger. At the Effective Time, (i) SBI shall be merged with and into Sky (the “Parent Merger”), and (ii) the separate corporate existence of SBI shall cease and Sky shall survive and continue to exist as an Ohio corporation (Sky, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the “Surviving Corporation”). The Sky Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Sky Code, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky 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 SBI Shares as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)) (the “Merger Consideration”), (ii) adversely affect the tax treatment of SBI’s shareholders as a result of receiving the Merger Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

The Parent Merger. At the Effective Time, (ia) SBI Belmont shall be merged with and into Sky (the “Parent Merger”), ) and (iib) the separate corporate existence of SBI Belmont shall cease and Sky shall survive and continue to exist as an Ohio corporation (Sky, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the “Surviving Corporation”). The Sky Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Sky Code, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky may at any time prior to the Effective Time change the method of effecting the Parent 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 SBI Belmont Shares as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)) (the “Merger Consideration”), (ii) adversely affect the tax treatment of SBIBelmont’s shareholders as a result of receiving the Merger Consideration, Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. If Sky makes such an election, Sky and Belmont shall execute an appropriate amendment to this Agreement in order to reflect such election.

The Parent Merger. At the Effective Time, (i) SBI shall be merged with and into Sky (the “"Parent Merger”"), and (ii) the separate corporate existence of SBI shall cease and Sky shall survive and continue to exist as an Ohio corporation (Sky, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the “"Surviving Corporation”"). The Sky Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Sky Code, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky 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 SBI Shares as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)) (the “"Merger Consideration”"), (ii) adversely affect the tax treatment of SBI’s 's shareholders as a result of receiving the Merger Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

The Parent Merger. At the Effective Time, (ia) SBI Morgan shall be merged with and into Sky Parent (the “"Parent Merger”), ") and (iix) the xxe separate corporate existence of SBI Morgan shall cease and Sky Parent shall survive and continue to exist as an Ohio ax Xxxx corporation (SkyParent, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the “"Surviving Corporation”"). The Sky Parent Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Sky Parent Code, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky Parent may at any time prior to the Effective Time change the method of effecting the Parent 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 SBI Morgan Common Shares as provided for in Article III of this Agreement (subject xxxxxct to adjustment as provided in Sections 3.05 and 8.01(e)) (the “Merger Consideration”), (ii) adversely affect the tax treatment of SBI’s Morgan's shareholders as a result of receiving the Merger Consideration, or Consideratiox xx (iiixxi) materially impede or delay consummation of the transactions contemplated by this Agreement. If Parent makes such an election, Parent and Morgan shall execute an appropriate amendment to this Agreement in ordxx xx reflect such election.

The Parent Merger. At the Effective Time, (ia) SBI Prospect shall be merged with and into Sky (the “Parent Merger”), and (iib) the separate corporate existence of SBI Prospect shall cease and Sky shall survive and continue to exist as an Ohio corporation (Sky, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the “Surviving Corporation”). The Sky Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Sky Code, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky may at any time prior to the Effective Time change the method of effecting the Parent 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 SBI Prospect Shares as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)) (the “Merger Consideration”), (ii) adversely affect the tax treatment of SBIProspect’s shareholders as a result of receiving the Merger Consideration, Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. If Sky makes such an election, Sky and Prospect shall execute an appropriate amendment to this Agreement in order to reflect such election.

The Parent Merger. At the Effective Time, (i) SBI GLB shall be merged with and into Sky (the “"Parent Merger”"), and (ii) the separate corporate existence of SBI GLB shall cease and Sky shall survive and continue to exist as an Ohio corporation (Sky, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the “"Surviving Corporation”"). The Sky Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Sky Code, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky 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 SBI GLB Shares as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)) (the “"Merger Consideration”"), (ii) adversely affect the tax treatment of SBI’s GLB's shareholders as a result of receiving the Merger Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.