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

Reservation of Right to Revise Structure. At Purchaser’s election, the Merger may alternatively be structured so that (a) Company is merged with and into any other direct or indirect wholly-owned subsidiary of Purchaser or (b) any direct or indirect wholly-owned subsidiary of Purchaser is merged with and into Company; provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration or the treatment of the holders of Company Common Stock or Company Share-Based Awards, (ii) prevent the parties from obtaining the opinions of counsel referred to in Sections 6.2.5 and 6.3.5 or otherwise cause the transaction to fail to qualify for the Intended Tax Treatment, or (iii) materially impede or delay consummation of the transactions contemplated by this Plan of Merger. In the event of such an election, the parties agree to execute an appropriate amendment to this Plan of Merger (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Plan of Merger or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.

Reservation of Right to Revise Structure. At PurchaserOld National’s electionelection delivered to Anchor in writing, the Merger may alternatively be structured so that (a) Company Anchor is merged with and into any other direct or indirect wholly-owned subsidiary of Purchaser Old National or (b) any direct or indirect wholly-owned subsidiary of Purchaser Old National is merged with and into CompanyAnchor; provided, however, that no such change shall (ix) alter or change the amount or kind of the Merger Consideration or the treatment of the holders of Company Anchor Common Stock or Company Share-Based the Anchor Restricted Stock Awards, (iiy) prevent the parties from obtaining the opinions of counsel referred to in Sections 6.2.5 7.2(c) and 6.3.5 7.3(c) or otherwise cause the transaction to fail to qualify for the Intended Tax Treatmenttax treatment described in Section 1.10, or (iiiz) materially impede or delay consummation of the transactions contemplated by this Plan of MergerAgreement. In the event of such an election, the parties agree to execute an appropriate amendment to this Plan of Merger Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Plan of Merger Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.

Reservation of Right to Revise Structure. At PurchaserAcquirer’s election, the Merger may alternatively be structured so that (a) Company KFI is merged with and into any other direct or indirect wholly-owned subsidiary of Purchaser Acquirer or (b) any direct or indirect wholly-owned subsidiary of Purchaser Acquirer is merged with and into CompanyKFI; provided, however, that no such change shall (ix) alter or change the amount or kind of the Merger Consideration (as hereinafter defined) or the treatment of the holders of Company KFI Common Stock or Company Share-Based AwardsStock, (iiy) prevent the parties KFI from obtaining the opinions opinion of counsel referred to in Sections 6.2.5 and 6.3.5 Section 7.2(e) or otherwise cause the transaction to fail to qualify for the Intended Tax Treatment, tax treatment described in Section 2.12 or (iiiz) materially impede or delay consummation of the transactions contemplated by this Plan of MergerAgreement. In the event of such an election, the parties agree to execute an appropriate amendment to this Plan of Merger Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Plan of Merger Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.

Reservation of Right to Revise Structure. At PurchaserHorizon’s election, the Merger may alternatively be structured so that (a) Company Peoples is merged with and into any other direct or indirect wholly-owned subsidiary of Purchaser Horizon or (b) any direct or indirect wholly-owned subsidiary of Purchaser Horizon is merged with and into CompanyPeoples; provided, however, that no such change shall (i1) alter or change the amount or kind of the Merger Consideration (as hereinafter defined) or the treatment of the holders of Company common stock, $1.00 par value per share, of Peoples (the “Peoples Common Stock or Company Share-Based AwardsStock”), (ii2) prevent the parties from obtaining the opinions of counsel referred to in Sections 6.2.5 7.01(h) and 6.3.5 7.02(h) or otherwise cause the transaction to fail to qualify for the Intended Tax Treatmenttax treatment described in Section 1.03, or (iii3) materially impede or delay consummation of the transactions contemplated by this Plan of MergerAgreement. In the event of such an election, the parties agree to execute an appropriate amendment to this Plan of Merger Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Plan of Merger Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.