Common use of Reservation of Right to Revise Structure Clause in Contracts

Reservation of Right to Revise Structure. Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (a) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (d) require submission to or approval of the Company’s shareholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (DCB Financial Corp), Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/), Employment Agreement (Alliance Financial Corp /Ny/)

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Reservation of Right to Revise Structure. Buyer may at any time prior to the Effective Time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (a) alter or change the type or amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (d) require submission to or approval of the Company’s shareholders stockholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholdersstockholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PCSB Financial Corp), Agreement and Plan of Merger (Brookline Bancorp Inc)

Reservation of Right to Revise Structure. Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (ai) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (bii) reasonably be expected to materially impede or delay consummation of the Merger, (ciii) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (div) require submission to or approval of the Company’s 's shareholders after the plan of merger set forth in this Agreement has been approved by the Company’s 's shareholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.. ARTICLE III—

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brookline Bancorp Inc), Agreement and Plan of Merger (Bancorp Rhode Island Inc)

Reservation of Right to Revise Structure. Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (ai) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (bii) reasonably be expected to materially impede or delay consummation of the Merger, (ciii) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (div) require submission to or approval of the Company’s shareholders or Buyer’s stockholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholdersstockholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Camden National Corp)

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Reservation of Right to Revise Structure. Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (a) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (d) require submission to or approval of the Company’s shareholders stockholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholdersstockholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Orrstown Financial Services Inc)

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