POSSIBLE ALTERNATIVE STRUCTURE. Notwithstanding any other provision of this Agreement to the contrary, prior to the Effective Time, Buyer shall be entitled to revise the structure of the transaction to provide that Seller shall be merged with and into Newco at the Effective Time, with Newco as the surviving corporation of the Merger. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Buyer and Seller may jointly elect prior to the Effective Time, to substitute an alternative structure for the accomplishment of the transactions contemplated by this Agreement; it being understood by Buyer and Seller that any change to the structure of the Merger pursuant to this Section 2.11 shall not be adopted if such change would (a) materially delay consummation of the Merger, (b) change the amount or form of consideration to be received by the stockholders of Seller or (c) have an adverse impact on the financial benefits reasonably expected to be derived by, or affect the obligations of Seller to, the security holders (Seller Common Stock, Seller Preferred Stock, Options, Debentures and Warrants) of Seller from the transactions provided for herein. Buyer and Seller agree that this Agreement shall be appropriately amended in order to reflect any alternative structure.
POSSIBLE ALTERNATIVE STRUCTURE. In the event that Parent or the Company reasonably determines prior to the Effective Time that (i) there is a material possibility that the transactions contemplated by this Agreement will not constitute a "reorganization" within -8- 13 the meaning of Section 368(a) of the Code, (ii) there is a material possibility that the Merger will result in a material corporate level Tax, or (iii) there are material Tax benefits available if the transactions contemplated by this Agreement are restructured, such party may request that the structure of the acquisition of the Company contemplated by this Agreement be altered in a manner so as to permit (i) the transactions contemplated by this Agreement to qualify as a reorganization under Section 368 of the Code or a transfer under Section 351 of the Code, (ii) the avoidance of such material corporate-level Tax, or (iii) the achievement of such Tax benefits as applicable. In any case, corresponding changes to this Agreement shall be made consistent with such structure but without any material adverse change in the economic consequences to Parent, the Company or their respective stockholders.
POSSIBLE ALTERNATIVE STRUCTURE. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time of the Merger, Liberty shall be entitled to revise the structure of the transaction described in Section 2.1 hereof, provided that (i) there are no adverse federal or state income tax consequences to the Company and its stockholders as a result of the modification; (ii) the consideration to be paid to the holders of Company Common Stock and Options under this Agreement is not thereby changed in kind or value or reduced in amount; (iii) there are no adverse changes to the benefits and other arrangements provided to or on behalf of the Company’s directors, officers and other employees; and (iv) such modification will not delay materially or jeopardize receipt of any required regulatory approvals or non-objection of Governmental Entities. Liberty and the Company agree to amend this Agreement and any related documents appropriately in order to reflect any such revised structure. EXECUTION COPY
POSSIBLE ALTERNATIVE STRUCTURE. Notwithstanding anything to the contrary in this Agreement, prior to the Merger Effective Time, Pxxxx may, in its sole discretion, revise the structure for affecting the transactions contemplated by this Agreement and by the Plan of Conversion, including, without limitation, (i) by restructuring the conversion of Commonwealth to a federal stock savings association by means of a voluntary supervision conversion in accordance with the applicable rules and regulations of the OCC, and (ii) to preserve the intention of the parties hereto that the transactions contemplated by this Agreement qualify as a reorganization within the meaning of Section 368(a) of the IRC, so long as there are no material adverse federal income tax consequences to the Members as a result of such modification and such modification will not be likely to materially delay or jeopardize receipt of any required regulatory approvals or the consummation of the Conversion Merger.
POSSIBLE ALTERNATIVE STRUCTURE. Section 2.5(a) or 2.5(b) and any ------------------------------- other provision of this Agreement to the contrary notwithstanding, to the extent necessary or appropriate (i) to assure fulfillment of the intentions of the parties in Section 2.5(a) and 2.5(b) hereof, and the satisfaction of the conditions to closing in Article 8 hereof, and (ii) to minimize any adverse consequence to the Stock Purchase, Middlesex and AFCB may jointly elect, at or prior to the Effective Time, to substitute an alternative structure in lieu of the Stock Purchase for the accomplishment of AFCB's acquisition of a 100% ownership interest in Middlesex.
POSSIBLE ALTERNATIVE STRUCTURE. Notwithstanding any other provision of this Agreement to the contrary, to the extent necessary or appropriate to assure fulfillment of the intentions of the parties that the Company or an affiliate of the Company acquire a 100% ownership interest in Sub and to minimize any adverse tax or accounting treatment, Holding, Sub, and the Company may jointly elect, at or prior to the Effective Time, to substitute an alternative structure in lieu of the structure described herein to accomplish the aforementioned intentions of the parties.
POSSIBLE ALTERNATIVE STRUCTURE. In the event that Parent, ------------------------------ in its sole discretion, determines prior to the Effective Time that there is a material possibility that the transaction contemplated by this Agreement will not constitute a "reorganization" within the meaning of Section 368(a) of the Code, the Merger contemplated by Section 1.1 hereof shall be restructured such that Company shall be merged with and into Acquisition and Acquisition shall be the surviving corporation. In such event, all references to the term "Merger" shall be deemed references to the merger contemplated by this Section 1.8; all references to the term "Surviving Corporation" shall be deemed references to Acquisition; and all references to the term "Effective Time" shall be deemed references to the time at which the certificate of merger is duly filed with the California Secretary of State or at such later time as is specified in the certificate of merger with respect to the Merger as restructured in the manner contemplated by this Section 1.8. Company shall cooperate with Parent and take all steps necessary to implement this alternative structure.
POSSIBLE ALTERNATIVE STRUCTURE. Notwithstanding any other provision of this Agreement to the contrary, prior to the Effective Time, Parent shall be entitled to revise the structure of the transaction to provide that Newco shall be merged with and into Company at the Effective Time, with Company as the surviving corporation of the Merger. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Parent and Company may jointly elect prior to the Effective Time, to substitute an alternative structure for the accomplishment of the transactions contemplated by this Agreement. Parent and Company agree that this Agreement shall be appropriately amended in order to reflect any alternative structure.
POSSIBLE ALTERNATIVE STRUCTURE. Notwithstanding any other provision of this Agreement to the contrary, prior to the Effective Time, the Buyer shall be entitled to (i) revise the structure of the Merger to provide that the Seller shall be merged with and into a special purpose subsidiary ("INTERIM TRUST COMPANY") of the Buyer at the Effective Time or alternatively, that Interim Trust shall be merged with and into the Seller at the Effective Time (the "ALTERNATIVE STRUCTURE MERGER"), and/or (ii) acquire the shares of the Seller Common Stock in a "Plan of Acquisition" pursuant to MGL Chapter 172, Section 26B and simultaneously therewith merge the Seller with and into the Buyer Bank; provided in each case that such alternative transfer would not preclude the satisfaction of any closing condition set forth in Article VI hereof. In the event that the structure of the Merger is changed in the manner provided by this Section 2.12(i) hereof, the Seller and the Buyer Bank will execute and deliver an agreement and plan of merger necessary to consummate the merger of the Seller, as the survivor of the Alternative Structure Merger referred to in (i) above with and into the Buyer Bank (the "SECOND BANK
POSSIBLE ALTERNATIVE STRUCTURE. Notwithstanding any other provision of this Agreement to the contrary, to the extent necessary or appropriate to assure fulfillment of the intentions of the parties that Purchaser or an affiliate of Purchaser acquire a 100% ownership interest in the Company and, indirectly, the Bank and to minimize any adverse tax or accounting treatment, Purchaser, Parent, the Company and the Bank may jointly elect, at or prior to the Effective Time, to substitute an alternative structure in lieu of the structure described herein to accomplish the aforementioned intentions of the parties.
