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

Reservation of Right to Revise Structure. CenterState may at any time and without the approval of HCBF change the method of effecting the business combination contemplated by this Agreement if and to the extent that it reasonably deems such a change to be necessary; provided, however, that no such change shall (i) alter or change the amount of the consideration to be issued to (x) Holders as Merger Consideration or (y) holders of HCBF Stock Options, each as currently contemplated in this Agreement, (ii) reasonably be expected to materially impede or delay consummation of the Merger, (iii) adversely affect the federal income tax treatment of Holders in connection with the Merger, or (iv) require submission to or approval of HCBF’s shareholders after the plan of merger set forth in this Agreement has been approved by HCBF’s shareholders. In the event that CenterState elects to make such a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (HCBF Holding Company, Inc.)

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Reservation of Right to Revise Structure. CenterState FBMS may at any time and without the approval of HCBF SSNF change the method of effecting the business combination contemplated by this Agreement if and to the extent that it reasonably deems such a change to be necessary; provided, however, that no such change shall (i) alter or change the amount of the consideration to be issued to (xA) Holders as Merger Consideration or (yB) holders of HCBF SSNF Stock Options, each Options as currently contemplated in this Agreement, (ii) reasonably be expected to materially impede or delay consummation of the Merger, (iii) adversely affect the federal income tax treatment of Holders in connection with the Merger, or (iv) require submission to or approval of HCBF’s SSNF's shareholders after the plan of merger set forth in this Agreement has been approved by HCBF’s SSNF's shareholders. In the event that CenterState FBMS elects to make such a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sunshine Financial, Inc.)

Reservation of Right to Revise Structure. CenterState FBMS may at any time and without the approval of HCBF SSNF change the method of effecting the business combination contemplated by this Agreement if and to the extent that it reasonably deems such a change to be necessary; provided, however, that no such change shall (i) alter or change the amount of the consideration to be issued to (xA) Holders as Merger Consideration or (yB) holders of HCBF SSNF Stock Options, each Options as currently contemplated in this Agreement, (ii) reasonably be expected to materially impede or delay consummation of the Merger, (iii) adversely affect the federal income tax treatment of Holders in connection with the Merger, or (iv) require submission to or approval of HCBFSSNF’s shareholders after the plan of merger set forth in this Agreement has been approved by HCBFSSNF’s shareholders. In the event that CenterState FBMS elects to make such a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)

Reservation of Right to Revise Structure. CenterState BFC may at any time and without the approval of HCBF TB change the method of effecting the business combination contemplated by this Agreement if and to the extent that it reasonably deems such a change to be necessary; provided, however, that no such change shall (i) alter or change the amount of the consideration to be issued to (xA) Holders as Merger Per Share Stock Consideration or (yB) holders of HCBF Stock Options, each TB Options as currently contemplated in this Agreement, (ii) reasonably be expected to materially impede or delay consummation of the Merger, (iii) adversely affect the federal income tax treatment of Holders in connection with the Merger, or (iv) require submission to or approval of HCBFTB’s shareholders after the plan of merger set forth in this Agreement has been approved by HCBFTB’s shareholders. In the event that CenterState BFC elects to make such a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.. ARTICLE II

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank First Corp)

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Reservation of Right to Revise Structure. CenterState CBAN may at any time and without the approval of HCBF LBC change the method of effecting the business combination contemplated by this Agreement if and to the extent that it reasonably deems such a change to be necessary; provided, however, that no such change shall (i) alter or change the amount of the consideration to be issued to (xA) Holders as Merger Consideration or (yB) holders of HCBF Stock Options, each LBC Options or LBC Warrants as currently contemplated in this Agreement, (ii) reasonably be expected to materially impede or delay consummation of the Merger, (iii) adversely affect the federal income tax treatment of Holders in connection with the Merger, or (iv) require submission to or approval of HCBFLBC’s shareholders after the plan of merger set forth in this Agreement has been approved by HCBFLBC’s shareholders. In the event that CenterState CBAN elects to make such a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Colony Bankcorp Inc)

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