Common use of Alternative Structure Clause in Contracts

Alternative Structure. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time, Buyer shall be entitled to revise the structure of the Merger and the related transactions contemplated hereby (including, without limitation, (x) substituting a subsidiary of Buyer as a Constituent Corporation in the Merger, (y) providing that a different entity shall be the Surviving Corporation in the Merger, and (z) providing for the merger of Company Bank into Buyer Bank in accordance with a Bank Merger Agreement), provided that each of the transactions comprising such revised structure shall (i) fully qualify as, or fully be treated as part of, one or more tax-free reorganizations within the meaning of Section 368(a) of the Code, (ii) not change the amount of consideration to be received by the stockholders of the Company, and (iii) be capable of consummation in as timely a manner as the structure contemplated herein. This Agreement and any related documents shall be appropriately amended in order to reflect any such revised structure.

Alternative Structure. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective TimeTime of the Merger, Buyer EVBS shall be entitled to revise the structure of the Merger and/or the subsidiary Merger and the related transactions contemplated hereby (including, without limitation, in order to (x) substituting substitute a subsidiary EVBS Subsidiary in the place of Buyer as a Constituent Corporation in EVBS prior to the Merger, whereby such EVBS Subsidiary would be the Continuing Corporation upon consummation of the Merger or (y) providing provide that a different entity shall be the Surviving Corporation surviving corporation in the Merger, and (z) providing for the a merger of Company Bank into Buyer Bank in accordance with a Bank Merger Agreement), provided that each of the transactions comprising such revised structure shall (i) fully qualify as, or fully be treated as part of, one or more tax-free reorganizations within the meaning of Section 368(a) of the Code, (ii) and not change the amount of consideration to be received by the stockholders of the CompanyFCB’s shareholders, and (iiiii) be capable of consummation in as timely a manner as the structure contemplated hereinherein and (iii) not otherwise be prejudicial to the interests of FCB’s shareholders. This Agreement and any related documents shall be appropriately amended in order to reflect any such revised structure.

Alternative Structure. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time, Buyer shall be entitled to revise the structure of the Merger and/or the Subsidiary Merger and the related transactions contemplated hereby (including, without limitation, in order to (x) substituting substitute a subsidiary of Buyer as a Constituent Corporation in the Merger, Merger or (y) providing provide that a different entity shall be the Surviving Corporation surviving corporation in the Merger, and (z) providing for the a merger of Company Bank into Buyer Bank in accordance with a Bank Merger Agreement), provided that each of the transactions comprising such revised structure shall (i) fully qualify as, or fully be treated as part of, one or more tax-free reorganizations within the meaning of Section 368(a) of the Code, (ii) and not change reduce the amount of consideration to be received by the stockholders such stockholders, (ii) be properly treated for financial reporting purposes as a pooling of the Company, interests and (iii) be capable of consummation in as timely a manner as the structure contemplated herein. This Agreement and any related documents shall be appropriately amended in order to reflect any such revised structure.