Common use of Restructure of Transaction Clause in Contracts

Restructure of Transaction. The Buyer shall have the right to revise the structure of the Merger contemplated by this Agreement by merging the Seller with and into a wholly-owned subsidiary of the Buyer, provided, that no such revision to the structure of the Merger (i) shall result in any changes in the amount or type of the consideration which the holders of shares of Seller Common Stock or Seller Options are entitled to receive under this Agreement, (ii) shall unreasonably impede or delay consummation of the Merger, or (iii) shall impose any less favorable terms or conditions on the Bank or the Seller. The Buyer shall give written notice to the Seller of any such change in the manner provided in Section 10.8, which notice shall be in the form of an amendment to this Agreement or in the form of a proposed amendment to this Agreement or in the form of an Amended and Restated Agreement and Plan of Merger, and which shall be accompanied by such other exhibits hereto as are reasonably necessary or appropriate to effect such change.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Community Bancshares Inc), Agreement and Plan of Merger (Yadkin Valley Financial Corp)

AutoNDA by SimpleDocs

Restructure of Transaction. The Buyer shall have the right to revise the structure of the Merger Mergers contemplated by this Agreement by merging Agreement, including substituting a separate entity as the Seller with and into a wholly-owned subsidiary of the Buyeracquiror, provided, that no such revision to the structure of the Merger Mergers (i) shall result in any changes in the amount or type of the consideration which the holders of shares of Seller Common Stock or Seller Options Rights are entitled to receive under this Agreement, (ii) shall would unreasonably impede or delay consummation of the MergerMergers, or (iii) shall impose imposes any less favorable terms or conditions on Seller or Seller's shareholders. Buyer may revise the Bank or structure of the Seller. The Buyer shall give Mergers by giving written notice to the Seller of any such change in the manner provided in Section 10.8, which notice shall be in the form of an amendment to this Agreement or in the form of a proposed amendment to this Agreement or in the form of an Amended and Restated Agreement and Plan of Merger, and which shall be accompanied by the addition of such other exhibits hereto as are reasonably necessary or appropriate to effect such changechange and Seller agrees to cooperate in all respects and to take any necessary or useful actions with respect thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (El Banco Financial Corp), Agreement and Plan of Merger (Nbog Bancorporation Inc)

AutoNDA by SimpleDocs
Time is Money Join Law Insider Premium to draft better contracts faster.