Common use of The Combination Clause in Contracts

The Combination. At the Effective Time, the Company shall merge with and into Parent, the separate corporate existence of the Company shall cease and Parent shall survive and continue to exist as a Washington corporation. Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after the Company’s shareholders have approved the principal terms of the Merger) change the method of effecting the acquisition of the Company and the Company Subsidiaries (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company or any Company Subsidiary with Parent or any of its existing Subsidiaries, but rather with a merger subsidiary of Parent) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to holders of Company Common Stock as provided for in this Agreement (the “Merger Consideration”), (ii) adversely affect the tax treatment of the Company’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede or delay consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the shareholders of the Company.

The Combination. At As of the Effective Time, the Company Merger Subsidiary shall merge with and into ParentRLBI (the "Merger"), the separate corporate existence of the Company Merger Subsidiary shall cease and Parent RLBI shall survive and continue to exist (RLBI, as a Washington corporationthe surviving entity in the Merger, sometimes being referred to herein as the "Surviving Company"). Parent mayThe Company, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after the Company’s RLBI's shareholders have approved the principal terms of the Merger) this Agreement), may change the method of effecting the acquisition combination of the Company and the Company Subsidiaries Merger Subsidiary with RLBI (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company or any Company Merger Subsidiary with Parent or any of its existing Subsidiaries, but rather with a merger subsidiary of Parent) if and to the extent it deems such change to be necessary, appropriate or desirableinto RLBI; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to holders of Company RLBI Common Stock as provided for in this Agreement (the “"Merger Consideration”"), (ii) adversely affect the tax treatment of the Company’s RLBI's shareholders as a result of receiving the Merger Consideration, (iii) materially impede or delay consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the shareholders of the CompanyRLBI.

The Combination. At the Effective Time, the Company SB shall merge with and into ParentEWB, pursuant to CFC Section 4881, the separate corporate existence of the Company SB as a federal savings association shall cease cease, and Parent EWB shall survive and continue to exist as a Washington corporationCalifornia state-chartered bank (EWB, as the surviving bank in the Merger, sometimes being referred to herein as the “Surviving Bank”). Parent EWBC may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after the CompanySB’s shareholders have approved the principal terms of the Merger) this Agreement), change the method of effecting the acquisition combination of the Company and the Company Subsidiaries EWB with SB (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company or any Company Subsidiary with Parent or any of its existing Subsidiaries, but rather with a merger subsidiary of ParentII) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to the holders of Company SB Common Stock as provided for in this Agreement (the “Merger Consideration”), (ii) adversely affect the tax treatment of the CompanySB’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede or unreasonably delay consummation of the transactions contemplated by this Agreement Agreement, or (iv) otherwise be materially prejudicial to the interests of the shareholders of the CompanySB.

The Combination. At the Effective Time, the Company UNB shall merge with and into ParentEWB, pursuant to CFC Section 4881, the separate corporate existence of the Company UNB as a national banking association shall cease cease, and Parent EWB shall survive and continue to exist as a Washington corporationCalifornia state-chartered bank (EWB, as the surviving bank in the Merger, sometimes being referred to herein as the “Surviving Bank”). Parent EWBC may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after the CompanyUNB’s shareholders have approved the principal terms of the Merger) this Agreement), change the method of effecting the acquisition combination of the Company and the Company Subsidiaries EWB with UNB (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company or any Company Subsidiary with Parent or any of its existing Subsidiaries, but rather with a merger subsidiary of Parent2) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to the holders of Company UNB Common Stock as provided for in this Agreement (the “Merger Consideration”), (ii) adversely affect the tax treatment of the CompanyUNB’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede or delay consummation of the transactions contemplated by this Agreement Agreement, or (iv) otherwise be materially prejudicial to the interests of the shareholders of the CompanyUNB.

The Combination. At the Effective Time, the Company Merger Subsidiary shall merge with and into Parentthe Company (the "Merger"), the separate corporate existence of the Company Merger Subsidiary shall cease and Parent the Company shall survive and continue to exist as a Washington corporationCalifornia state-chartered bank (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the "Surviving Bank"). Immediately after the Merger, the Surviving Bank will be combined with and into one of the Parent Subsidiaries. Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after the Company’s 's shareholders have approved the principal terms of the Merger) this Agreement), change the method of effecting the acquisition combination of Merger Subsidiary with the Company and the Company Subsidiaries (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company or any Company Merger Subsidiary with Parent or any of its existing Subsidiariesand into the Company, but rather merge any of the Parent Subsidiaries with a merger subsidiary of Parent) and into the Company if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to holders of Company Common Stock as provided for in this Agreement (the “"Merger Consideration”), (iiConsideration"),(ii) adversely affect the tax treatment of the Company’s 's shareholders as a result of receiving the Merger Consideration, (iii) materially impede or delay consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the shareholders of the Company.