Common use of Alternative Structure Clause in Contracts

Alternative Structure. If following the date of this Agreement all of the conditions set forth in Article VI have been satisfied or waived (except that the tax representation letters in the forms as set forth in Exhibit B-1 and called for in Section 5.14 cannot be delivered and the condition set forth in Section 6.1(e) has not been waived), but the Closing could occur if the tax representation letters in the forms set forth in Exhibit B-2 could be executed and delivered (assuming Parent alters the structure as hereafter provided in this Section 1.1(b)), Parent shall alter the structure of the business combination between Merger Sub and the Company contemplated by this Agreement, , by consummating a second-step merger of the Surviving Corporation into a limited liability company wholly-owned by Parent that is disregarded as an entity for federal tax purposes, in accordance with Delaware Law, immediately following the Merger (such second-step merger, the “Second Merger”); provided, however, that (i) such wholly-owned disregarded limited liability company shall become a party to, and shall become bound by, the terms of this Agreement and (ii) the tax representation letters in the forms set forth in Exhibit B-2 shall be executed and delivered, and (iii) any action taken pursuant to this Section 1.1(b) shall not (unless consented to in writing by the Company prior to the Closing) (x) alter or change the kind or amount of consideration to be issued to the holders of the Company’s capital stock or other securities as provided for in this Agreement or (y) otherwise cause any closing condition set forth in Article VI not to be capable of being satisfied (unless duly waived by the party entitled to the benefits thereof). If such second-step merger occurs, references to the Merger in Recital I, Section 1.10, Section 2.6(b)(xiii), Section 4.1(b)(xviii), Section 5.14 and Section 6.1(e) shall be to the Merger and the second-step merger described in this Section 1.1(b), taken together as one integrated transaction for U.S. federal income tax purposes.

Alternative Structure. If the Stock Purchase Agreement is terminated as a result of the Stock Purchaser not obtaining financing sufficient to consummate the transactions contemplated by the Stock Purchase Agreement (or the End Date occurs due to the Stock Purchaser’s inability to obtain financing), then the following will apply: (a) The condition to Closing under Section 5.01(c) shall be deemed to be satisfied; (b) The End Date specified in Section 6.01(b) shall be deemed to be automatically extended by 30 days; (c) All rights of the date Stock Purchaser provided herein will be deemed deleted; (d) All references to the Framework Agreement shall be deemed to be deleted and replaced with a reference to this Section 8.09 and the following provisions of the Framework Agreement (together with associated defined terms) shall be deemed to be automatically incorporated in this Agreement with the references to the Stock Purchaser deemed replaced for the purposes hereof by references to the “Sellers”: Section 2.01 (Largo HQ; Largo Mail Order Site; Other Sites); Section 2.02 ( “Eckerd” Name and Names Used In The Eckerd Business); Section 2.03 (E-Commerce Business); Section 2.04 (Private Label Inventory); Section 2.05 (Vendor Contracts) except that the Purchaser shall indemnify the Parent and the Sellers for any breakage costs associated with the bifurcation of Vendor Contracts (as defined in the Framework Agreement); Section 2.06 (Equipment Leases) except that the Purchaser shall indemnify the Parent and the Sellers for any breakage costs associated with the bifurcation of Equipment Leases (as defined in the Framework Agreement); Section 2.07 (Region Specific Contracts); Section 2.08 (Region Specific Real Estate Leases); Section 2.09 (Region Specific Assets); Section 2.11 (PBM Network Arrangements); Section 2.13 (Third Party Payments); Section 2.14 (Corporate Integrity Agreement); Second and third sentences of Section 2.16 (Access to Information); Section 2.18 (Further Assurances) and Section 2.21 (Pipeline Inventory); (e) Section 4.04(a) (Access to Information; Confidentiality) of this Agreement all of shall be deemed automatically amended to be converted into a reciprocal obligation between Parent and Sellers on the conditions set forth in Article VI have been satisfied or waived (except that one hand and Purchaser on the tax representation letters in the forms as set forth in Exhibit B-1 other hand and called for in Section 5.14 cannot be delivered to expand its application to periods both prior to and the condition set forth in Section 6.1(e) has not been waived), but following the Closing could occur if the tax representation letters in the forms set forth in Exhibit B-2 could and Section 4.04(b) shall be executed and delivered deemed deleted; (assuming Parent alters the structure as hereafter provided in this f) Section 1.1(b)), Parent shall alter the structure of the business combination between Merger Sub and the Company contemplated by this 4.16 (Framework Agreement, , by consummating a second-step merger of the Surviving Corporation into a limited liability company wholly-owned by Parent that is disregarded as an entity for federal tax purposes, in accordance with Delaware Law, immediately following the Merger (such second-step merger, the “Second Merger”); provided, however, that (i) such wholly-owned disregarded limited liability company shall become a party to, and shall become bound by, the terms of this Agreement and (ii) the tax representation letters in the forms set forth in Exhibit B-2 shall be executed and delivered, and (iii) any action taken pursuant to this Section 1.1(b) shall not (unless consented to in writing by the Company prior to the Closing) (x) alter or change the kind or amount of consideration deemed to be issued to the holders of the Company’s capital stock or other securities as provided for in this Agreement or (y) otherwise cause any closing condition set forth in Article VI not to be capable of being satisfied (unless duly waived by the party entitled to the benefits thereof). If such second-step merger occurs, references to the Merger in Recital I, Section 1.10, Section 2.6(b)(xiii), Section 4.1(b)(xviii), Section 5.14 and Section 6.1(e) shall be to the Merger and the second-step merger described in this Section 1.1(b), taken together as one integrated transaction for U.S. federal income tax purposes.deleted;

Alternative Structure. If the Stock Purchase Agreement is terminated as a result of the Stock Purchaser not obtaining financing sufficient to consummate the transactions contemplated by the Stock Purchase Agreement (or the End Date occurs due to the Stock Purchaser’s inability to obtain financing), then the following will apply: (a) The condition to Closing under Section 5.01(c) shall be deemed to be satisfied; (b) The End Date specified in Section 6.01(b) shall be deemed to be automatically extended by 30 days; (c) All rights of the date Stock Purchaser provided herein will be deemed deleted; (d) All references to the Framework Agreement shall be deemed to be deleted and replaced with a reference to this Section 8.09 and the following provisions of the Framework Agreement (together with associated defined terms) shall be deemed to be automatically incorporated in this Agreement with the references to the Stock Purchaser deemed replaced for the purposes hereof by references to the “Sellers”: Section 2.01 (Largo HQ; Largo Mail Order Site; Other Sites); Section 2.02 ( “Eckerd” Name and Names Used In The Eckerd Business); Section 2.03 (E-Commerce Business); Section 2.04 (Private Label Inventory); Section 2.05 (Vendor Contracts) except that the Purchaser shall indemnify the Parent and the Sellers for any breakage costs associated with the bifurcation of Vendor Contracts (as defined in the Framework Agreement); Section 2.06 (Equipment Leases) except that the Purchaser shall indemnify the Parent and the Sellers for any breakage costs associated with the bifurcation of Equipment Leases (as defined in the Framework Agreement); Section 2.07 (Region Specific Contracts); Section 2.08 (Region Specific Real Estate Leases); Section 2.09 (Region Specific Assets); Section 2.11 (PBM Network Arrangements); Section 2.13 (Third Party Payments); Section 2.14 (Corporate Integrity Agreement); Second and third sentences of Section 2.16 (Access to Information); Section 2.18 (Further Assurances) and Section 2.21 (Pipeline Inventory); (e) Section 4.04(a) (Access to Information; Confidentiality) of this Agreement all of shall be deemed automatically amended to be converted into a reciprocal obligation between Parent and Sellers on the conditions set forth in Article VI have been satisfied or waived (except that one hand and Purchaser on the tax representation letters in the forms as set forth in Exhibit B-1 other hand and called for in Section 5.14 cannot be delivered to expand its application to periods both prior to and the condition set forth in Section 6.1(e) has not been waived), but following the Closing could occur if the tax representation letters in the forms set forth in Exhibit B-2 could and Section 4.04(b) shall be executed and delivered deemed deleted; (assuming Parent alters the structure as hereafter provided in f) Section 4.16 (Framework Agreement) of this Agreement shall be deemed to be deleted; (g) Section 1.1(b)), Parent 4.22 (Non-Solicitation) of this Agreement shall alter the structure of the business combination between Merger Sub and the Company contemplated by this Agreement, , by consummating a second-step merger of the Surviving Corporation be deemed automatically amended to be converted into a limited liability company wholly-owned by reciprocal obligation between Parent that is disregarded as an entity for federal tax purposes, in accordance with Delaware Law, immediately following and Sellers on the Merger one hand and Purchaser on the other hand; (such second-step merger, h) The applicable Sellers shall perform (and shall cause their affiliates to perform) the “Second Merger”)obligations under the Eckerd Transition Services Agreement; provided, however, that and (i) such wholly-owned disregarded limited liability company shall become a party to, and shall become bound byThe last sentence of Section 1.03, the terms parenthetical in Section 7.01(f), Section 7.01(g) and Section 8.04(iii) of this Agreement and (ii) the tax representation letters in the forms set forth in Exhibit B-2 shall be executed and delivered, and (iii) any action taken pursuant deemed to this be deleted; Section 1.1(b1.04(g)(ii) shall be deemed amended to read in its entirety “that does not (unless consented to in writing by arise out of the Company Southern Business or the Purchased Assets”; and the words “if prior to the Closing) (x) alter or change the kind or amount of consideration ” will be deemed to be issued to the holders of the Company’s capital stock or other securities as provided for in this Agreement or (y) otherwise cause any closing condition set forth in Article VI not to be capable of being satisfied (unless duly waived by the party entitled to the benefits thereofdeleted from Section 8.04(ii). If such second-step merger occurs, references to the Merger in Recital I, Section 1.10, Section 2.6(b)(xiii), Section 4.1(b)(xviii), Section 5.14 and Section 6.1(e) shall be to the Merger and the second-step merger described in this Section 1.1(b), taken together as one integrated transaction for U.S. federal income tax purposes.

Alternative Structure. If the Stock Purchase Agreement is terminated as a result of the Stock Purchaser not obtaining financing sufficient to consummate the transactions contemplated by the Stock Purchase Agreement (or the End Date occurs due to the Stock Purchaser's inability to obtain financing), then the following will apply: (a) The condition to Closing under Section 5.01(c) shall be deemed to be satisfied; (b) The End Date specified in Section 6.01(b) shall be deemed to be automatically extended by 30 days; (c) All rights of the date Stock Purchaser provided herein will be deemed deleted; (d) All references to the Framework Agreement shall be deemed to be deleted and replaced with a reference to this Section 8.09 and the following provisions of the Framework Agreement (together with associated defined terms) shall be deemed to be automatically incorporated in this Agreement all of with the conditions set forth in Article VI have been satisfied or waived references to the Stock Purchaser deemed replaced for the purposes hereof by references to the "Sellers": Section 2.01 (Largo HQ; Largo Mail Order Site; Other Sites); Section 2.02 ( "Eckerd" Name and Names Used In The Eckerd Business); Section 2.03 (E-Commerce Business); Section 2.04 (Private Label Inventory); Section 2.05 (Vendor Contracts) except that the tax representation letters Purchaser shall indemnify the Parent and the Sellers for any breakage costs associated with the bifurcation of Vendor Contracts (as defined in the forms as set forth in Exhibit B-1 and called for in Framework Agreement); Section 5.14 cannot be delivered 2.06 (Equipment Leases) except that the Purchaser shall indemnify the Parent and the condition set forth in Section 6.1(e) has not been waived), but Sellers for any breakage costs associated with the Closing could occur if the tax representation letters bifurcation of Equipment Leases (as defined in the forms set forth in Exhibit B-2 could be executed and delivered (assuming Parent alters the structure as hereafter provided in this Section 1.1(b)), Parent shall alter the structure of the business combination between Merger Sub and the Company contemplated by this Framework Agreement, , by consummating a second-step merger of the Surviving Corporation into a limited liability company wholly-owned by Parent that is disregarded as an entity for federal tax purposes, in accordance with Delaware Law, immediately following the Merger (such second-step merger, the “Second Merger”); provided, however, that Section 2.07 (iRegion Specific Contracts); Section 2.08 (Region Specific Real Estate Leases); Section 2.09 92 (Region Specific Assets); Section 2.11 (PBM Network Arrangements); Section 2.13 (Third Party Payments); Section 2.14 (Corporate Integrity Agreement); Second and third sentences of Section 2.16 (Access to Information); Section 2.18 (Further Assurances) such wholly-owned disregarded limited liability company shall become a party to, and shall become bound by, the terms of this Agreement and (ii) the tax representation letters in the forms set forth in Exhibit B-2 shall be executed and delivered, and (iii) any action taken pursuant to this Section 1.1(b) shall not (unless consented to in writing by the Company prior to the Closing) (x) alter or change the kind or amount of consideration to be issued to the holders of the Company’s capital stock or other securities as provided for in this Agreement or (y) otherwise cause any closing condition set forth in Article VI not to be capable of being satisfied (unless duly waived by the party entitled to the benefits thereof). If such second-step merger occurs, references to the Merger in Recital I, Section 1.10, Section 2.6(b)(xiii), Section 4.1(b)(xviii), Section 5.14 and Section 6.1(e) shall be to the Merger and the second-step merger described in this Section 1.1(b2.21 (Pipeline Inventory), taken together as one integrated transaction for U.S. federal income tax purposes.;