Common use of Alternative Merger Structure Clause in Contracts

Alternative Merger Structure. While it is currently contemplated that the Merger shall be effected through the merger of Company with and into Sub, Buyer shall have the option, in its sole discretion, to cause the Merger to be effected through an alternative transaction structure with Buyer or another Subsidiary of Buyer whereby Buyer, such alternative Subsidiary or the Company may be the acquiror or the Surviving Corporation (the "Alternative Transaction"), in which case the appropriate technical provisions of this Agreement, the Company Ancillary Agreements (as defined below) and the Buyer Ancillary Agreements (as defined below) shall be deemed to be amended as necessary in order to effect the Alternative Transaction. If Buyer desires to effect the Alternative Transaction, it shall deliver a notice to Company of its election to do so. Notwithstanding the foregoing, in the event that such alternative structure would adversely affect the Merger consideration, -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 3 or the tax free nature thereof, to be paid hereunder, the consent of the Company will be required to effect the Merger other than as described in Section 1.3.

Alternative Merger Structure. While it is currently contemplated that the Merger shall be effected through the merger of Company with and into Sub, Buyer shall have the option, in its sole discretion, to cause the Merger to be effected through an alternative transaction structure with Buyer or another Subsidiary of Buyer whereby Buyer, such alternative Subsidiary or the Company may be the acquiror or the Surviving Corporation (the "Alternative Transaction"), in which case the appropriate technical provisions of this Agreement, the Company Ancillary Agreements (as defined below) and the Buyer Ancillary Agreements (as defined below) shall be deemed to be amended as necessary in order to effect the Alternative Transaction. If Buyer desires to effect the Alternative Transaction, it shall deliver a notice to Company of its election to do so. Notwithstanding the foregoing, in the event that such alternative structure would adversely affect the Merger consideration, -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 3 or the tax free nature thereof, to be paid hereunder, the consent of the Company will be required to effect the Merger other than as described in Section 1.3.