Common use of Possible Alternative Structures Clause in Contracts

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and if prior to the Effective Time WAL elects to effect the Bank Merger, WAL shall be entitled to revise the structure of the Bank Merger, including, without limitation, the possible postponement or elimination thereof, provided that (i) there are no adverse federal or state income tax consequences to Target stockholders as a result of the modification (including no impact upon the opinions of counsel to be delivered pursuant to Sections 7.2(e) and 7.3(e) of this Agreement); (ii) the consideration to be paid to Holders of Target Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount as a result of such change in structure; (iii) such modification will not materially delay or jeopardize receipt of any required regulatory approvals or other consents and approvals relating to the consummation of the Merger; and (iv) such modification will not otherwise cause any of the conditions set forth in Article VII not to be capable of being fulfilled unless duly waived by the party entitled to the benefits thereof. Each of the parties hereto agrees to appropriately amend this Agreement and any related documents in order to reflect any such revised structure for the Bank Merger. The Bank Merger Agreement shall be substantially in such form and have such other provisions as shall reasonably be determined by WAL and reasonably acceptable to Target.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and if Agreement, prior to the Effective Time WAL elects to effect the Bank Merger, WAL Tower shall be entitled to revise the structure of the Bank Merger, including, including without limitation, the possible postponement by merging First ▇▇▇▇▇▇▇ into a wholly-owned subsidiary of Tower or elimination thereofby merging FNB into Graystone Bank or another wholly-owned subsidiary of Tower, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse federal Federal or state income tax or other adverse tax consequences to Target stockholders First ▇▇▇▇▇▇▇ shareholders as a result of the modification (including no impact upon the opinions of counsel to be delivered pursuant to Sections 7.2(e) and 7.3(e) of this Agreement)modification; (iiiii) the consideration to be paid to Holders the holders of Target First ▇▇▇▇▇▇▇ Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount as a result of such change in structureamount; and (iiiiv) such modification will not materially delay or jeopardize the receipt of any required regulatory approvals Regulatory Approvals or other consents and approvals relating to the consummation of the Merger; and (iv) such modification will not , otherwise cause delay or jeopardize the satisfaction of any of the conditions condition to Closing set forth in Article VII not to be capable of being fulfilled unless duly waived by or otherwise adversely affect First ▇▇▇▇▇▇▇ or the party entitled to the benefits thereof. Each holders of the First ▇▇▇▇▇▇▇ Common Stock. The parties hereto agrees agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure for the Bank Merger. The Bank Merger Agreement shall be substantially in such form and have such other provisions as shall reasonably be determined by WAL and reasonably acceptable to Targetstructure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and if Agreement, prior to the Effective Time WAL elects to effect the Bank Merger, WAL OFC shall be entitled to revise the structure of the Merger or the Bank Merger, including, including without limitation, the possible postponement or elimination thereofby merging GCB into a wholly owned subsidiary of OFC, provided that (i) any such subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement (ii) there are no adverse federal Federal or state income tax consequences to Target stockholders GCB shareholders as a result of the modification (including no impact upon the opinions of counsel to be delivered pursuant to Sections 7.2(e) and 7.3(e) of this Agreement)modification; (iiiii) the consideration to be paid to Holders the holders of Target GCB Common Stock under this Agreement is not thereby changed in kind or kind, value or reduced in amount as a result of such change in structureamount; and (iiiiv) such modification will not delay materially delay or jeopardize the receipt of any required regulatory approvals Regulatory Approvals or other consents and approvals relating to the consummation of the Merger; Merger and (iv) such modification will not the Bank Merger or otherwise delay the Closing or cause any of the conditions condition to Closing set forth in Article VII IX not to be capable of being fulfilled unless duly waived by the party entitled to the benefits thereofin a timely manner. Each of the The parties hereto agrees agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure for the Bank Merger. The Bank Merger Agreement structure, all of which shall be substantially in such form and have such other provisions as shall reasonably be determined by WAL and reasonably mutually acceptable to Targetthe parties.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and if Agreement, prior to the Effective Time WAL elects to effect the Bank Merger, WAL BMBC shall be entitled to revise the structure of the Merger or the Bank Merger, including, without limitation, the possible postponement or elimination thereof, by merging CBH into a wholly-owned Subsidiary of BMBC; provided that (ia) any such Subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement (b) there are no adverse federal or state income tax or other adverse tax consequences to Target stockholders CBH shareholders as a result of the modification (including no impact upon the opinions of counsel to be delivered pursuant to Sections 7.2(e) and 7.3(e) of this Agreement)modification; (iic) the consideration to be paid to Holders the holders of Target CBH Common Stock and CBH Preferred Stock under this Agreement is not thereby changed in kind or value or reduced in amount as a result of such change in structureamount; and (iiid) such modification will not materially delay or jeopardize the receipt of any required regulatory approvals Regulatory Approvals or other consents and approvals relating to the consummation of the Merger and the Bank Merger; and (iv) such modification will not , otherwise cause delay or jeopardize the satisfaction of any of the conditions condition to Closing set forth in Article VII not to be capable IX or otherwise adversely affect CBH or the holders of being fulfilled unless duly waived by the party entitled to the benefits thereofCBH Common Stock or CBH Preferred Stock. Each of the The parties hereto agrees agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure for the Bank Merger. The Bank Merger Agreement shall be substantially in such form and have such other provisions as shall reasonably be determined by WAL and reasonably acceptable to Targetstructure.

Possible Alternative Structures. Notwithstanding anything to the contrary contained in this Agreement and if Agreement, prior to the Effective Time WAL elects to effect the Bank MergerTime, WAL HCC shall be entitled entitled, after consultation with Tri-Valley, to revise the structure of effecting the Bank Mergeracquisition of Tri-Valley, includingprovided, without limitationhowever, the possible postponement or elimination thereof, provided that (ia) there are no adverse federal or state income tax consequences to Target stockholders Tri-Valley’s shareholders as a result of the modification (including no impact upon the opinions of counsel related to tax matters to be delivered pursuant to Sections 7.2(e) and 7.3(e) of this Agreement); , (iib) the consideration to be paid to Holders the holders of Target Tri-Valley Common Stock and Tri-Valley Stock Options under this Agreement is not thereby changed in kind or kind, value or reduced in amount as a result and the delivery of such change in structure; consideration will not be delayed, (iiic) the benefits to be received by Tri-Valley’s directors, officers and employees under this Agreement are not diminished, and (d) such modification will not delay materially delay or jeopardize the receipt of any required regulatory approvals or other consents and approvals relating to the consummation of the Merger; and (iv) such modification will not Merger or otherwise cause any of the conditions condition to Closing set forth in Article VII VI not to be capable of being fulfilled unless duly waived by the party entitled to the benefits thereoffulfilled. Each of the The parties hereto agrees agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure for the Bank Merger. The Bank Merger Agreement shall be substantially in such form and have such other provisions as shall reasonably be determined by WAL and reasonably acceptable to Targetstructure.