Common use of Possible Alternative Structures Clause in Contracts

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time BHLB may revise the structure for effecting the Merger described in Section 2.1 or the Bank Merger including, without limitation, by substituting a wholly owned subsidiary for BHLB or Berkshire Bank, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) such modification shall not adversely affect the Federal income tax consequences of the Merger to BHLB, Berkshire Bank, Beacon Federal, Beacon Bank or to the holders of Beacon Federal Common Stock or prevent the rendering of the opinions contemplated in Sections 9.2.5 and 9.3.5; (iii) the consideration to be paid to the holders of Beacon Federal Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (iv) such modification will not delay materially or jeopardize receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger or otherwise materially impede or delay consummation of the Merger or cause any condition to Closing set forth in Article IX not to be capable of being fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time BHLB may NBT shall be entitled to revise the structure for effecting the Merger described in Section 2.1 or the Bank Merger including, without limitation, by substituting a wholly owned subsidiary for BHLB NBT or Berkshire NBT Bank, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) such modification shall not adversely affect the there are no adverse Federal or state income tax consequences of the Merger to BHLBCNB shareholders, Berkshire Bank, Beacon Federal, Beacon Bank or to the holders of Beacon Federal Common Stock or and nothing would prevent the rendering of the opinions contemplated in Sections 9.2.5 and 9.3.5Section 9.1.6, as a result of the modification; (iii) the consideration to be paid to the holders of Beacon Federal CNB Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (iv) such modification will not delay materially or jeopardize receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger or otherwise materially impede or delay consummation of the Merger or cause any condition to Closing set forth in Article IX not to be capable of being fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and subject to the satisfaction of the conditions set forth in Article IX, IX prior to the Effective Time BHLB may revise the structure for effecting the Merger described in Section 2.1 or the Bank Merger including, without limitation, by substituting a wholly owned subsidiary for BHLB or Berkshire Bank, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) such modification shall not adversely affect the there are no adverse Federal or state income tax consequences of the Merger to BHLB, Berkshire Bank, Beacon FederalLegacy, Beacon Bank Legacy Banks or to the holders of Beacon Federal Common Stock BHLB or Legacy shareholders, and nothing would prevent the rendering of the opinions contemplated in Sections 9.2.5 9.2.6 and 9.3.5, as a result of the modification; (iii) the consideration to be paid to the holders of Beacon Federal Legacy Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (iv) such modification will not delay materially the Closing or jeopardize or delay materially the receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger or otherwise materially impede or delay consummation of the Merger or cause any condition to Closing set forth in Article IX not to be capable of being fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time BHLB may Brookline Bancorp shall be entitled to revise the structure for effecting the Merger described in Section 2.1 or the Bank Merger including, without limitation, by substituting a wholly owned subsidiary for BHLB Brookline Bancorp or Berkshire Brookline Bank, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; Agreement (ii) such modification shall not adversely affect the there are no adverse Federal or state income tax consequences of the Merger to BHLBMFI stockholders, Berkshire Bank, Beacon Federal, Beacon Bank or to the holders of Beacon Federal Common Stock or and nothing would prevent the rendering of the opinions contemplated in Sections 9.2.5 and 9.3.5Section 9.1.6, as a result of the modification; (iii) the consideration to be paid to the holders of Beacon Federal MFI Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (iv) such modification will not delay materially or jeopardize receipt of any Regulatory Approvals required regulatory approvals or other consents and approvals relating to the consummation of the Merger or otherwise materially impede or delay consummation of the Merger or cause any condition to Closing set forth in Article IX not to be capable of being fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time BHLB Time, CB may revise the structure for effecting the Merger described in Section 2.1 or the Bank Merger including, without limitation, by substituting a wholly owned subsidiary for BHLB CB or Berkshire Community Bank, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) such modification shall not adversely affect the Federal income tax consequences of the Merger to BHLBCB, Berkshire Community Bank, Beacon FederalFedFirst, Beacon Bank FFSB or to the holders of Beacon Federal FedFirst Common Stock or prevent the rendering of the opinions contemplated in Sections 9.2.5 9.2.4 and 9.3.59.3.4; (iii) the consideration to be paid to the holders of Beacon Federal FedFirst Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount; and (iv) such modification will not delay materially or jeopardize receipt of any Regulatory Approvals or other consents and approvals relating to the consummation of the Merger or otherwise materially impede or delay consummation of the Merger or cause any condition to Closing set forth in Article IX not to be capable of being fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and subject to the satisfaction of the conditions set forth in Article IX, prior to the Effective Time BHLB may Citizens South and Citizens South Bank shall be entitled to revise the structure for effecting the Merger described in Section 2.1 or the Bank Merger 2.1, including, without limitation, by substituting a wholly owned subsidiary for BHLB or Berkshire Citizens South Bank, as applicable, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) such modification shall not adversely affect the there are no adverse Federal or state income tax consequences of the Merger to BHLBTrinity Bank shareholders, Berkshire Bank, Beacon Federal, Beacon Bank or to the holders of Beacon Federal Common Stock or and nothing would prevent the rendering of the opinions contemplated in Sections 9.2.5 and 9.3.5Section 9.1.6, as a result of the modification; (iii) the consideration to be paid to the holders of Beacon Federal Trinity Bank Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount; and (iv) such modification will not delay materially or jeopardize receipt of any required Regulatory Approvals or other consents and approvals relating to the consummation of the Merger or otherwise materially impede or delay consummation of the Merger or cause any condition to Closing set forth in Article IX not to be capable of being fulfilled. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.