Common use of The Parent Merger Clause in Contracts

The Parent Merger. At the Effective Time, (i) Metropolitan shall be merged with and into Sky (the "Parent Merger"), and (ii) the separate corporate existence of Metropolitan shall cease and Sky shall survive and continue to exist as an Ohio corporation (Sky, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the "Surviving Corporation"). The Sky Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Amended and Restated Code of Regulations of Sky, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky may at any time prior to the Effective Time change the method of effecting the Merger (including, without limitation, the provisions of this Article II) 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 Metropolitan Shares as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)), (ii) adversely affect the tax treatment of Metropolitan's shareholders as a result of receiving the Merger Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

The Parent Merger. At the Effective Time, (i) Metropolitan Seller shall be merged with and into Sky (the "Parent Merger")Purchaser, and (ii) the separate corporate existence of Metropolitan Seller shall cease and Sky Purchaser shall survive and continue to exist as an Ohio a Pennsylvania corporation (SkyPurchaser, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the "“Surviving Corporation"”). The Sky Purchaser Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Amended and Restated Code of Regulations of SkyPurchaser Bylaws, as in effect immediately prior to the Effective Time, shall be the Code of Regulations Bylaws of the Surviving Corporation. Sky Purchaser may at any time prior to the Effective Time change the method of effecting the Merger (including, without limitation, the provisions of this Article II) 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 Metropolitan Shares Seller Common Stock as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)Section 3.05), (ii) adversely affect the tax treatment of Metropolitan's shareholders the Parent Merger as a result reorganization under Section 368(a) of receiving the Merger ConsiderationCode, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

The Parent Merger. At the Effective Time, (i) Metropolitan Three Rivers shall be merged with and into Sky (the "Parent Merger"), and (ii) the separate corporate existence of Metropolitan Three Rivers shall cease and Sky shall survive and continue to exist as an Ohio corporation (Sky, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the "Surviving Corporation"). The Sky Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Amended and Restated Code of Regulations of Sky, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky may at any time prior to the Effective Time change the method of effecting the Merger (including, without limitation, the provisions of this Article II) 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 Metropolitan Shares Three Rivers Stock as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)), (ii) adversely affect the tax treatment of Metropolitan's shareholders Three Rivers' stockholders as a result of receiving the Merger Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

The Parent Merger. At the Effective Time, (i) Metropolitan SBI shall be merged with and into Sky (the "“Parent Merger"”), and (ii) the separate corporate existence of Metropolitan SBI shall cease and Sky shall survive and continue to exist as an Ohio corporation (Sky, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the "“Surviving Corporation"”). The Sky Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Amended and Restated Code of Regulations of SkySky Code, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky may at any time prior to the Effective Time change the method of effecting the Merger (including, without limitation, the provisions of this Article II) 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 Metropolitan SBI Shares as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)) (the “Merger Consideration”), (ii) adversely affect the tax treatment of Metropolitan's SBI’s shareholders as a result of receiving the Merger Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

The Parent Merger. At the Effective Time, (i) Metropolitan Seller shall be merged with and into Sky (the "Parent Merger")Purchaser, and (ii) the separate corporate existence of Metropolitan Seller shall cease and Sky Purchaser shall survive and continue to exist as an Ohio a Pennsylvania corporation (SkyPurchaser, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the "Surviving Corporation"). The Sky Purchaser Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Amended and Restated Code of Regulations of SkyPurchaser Bylaws, as in effect immediately prior to the Effective Time, shall be the Code of Regulations Bylaws of the Surviving Corporation. Sky Purchaser may at any time prior to the Effective Time change the method of effecting the Merger (including, without limitation, the provisions of this Article II) 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 Metropolitan Shares Seller Stock as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)3.05), (ii) adversely affect the tax treatment of Metropolitan's shareholders the Parent Merger as a result reorganization under Section 368(a) of receiving the Merger ConsiderationCode, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

The Parent Merger. At the Effective Time, (i) Metropolitan Seller shall be merged with and into Sky (the "Parent Merger")Purchaser, and (ii) the separate corporate existence of Metropolitan Seller shall cease and Sky Purchaser shall survive and continue to exist as an Ohio a Pennsylvania corporation (SkyPurchaser, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the "“Surviving Corporation"”). The Sky Purchaser Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Amended and Restated Code of Regulations of SkyPurchaser Bylaws, as in effect immediately prior to the Effective Time, shall be the Code of Regulations Bylaws of the Surviving Corporation. Sky Purchaser may at any time prior to the Effective Time change the method of effecting the Merger (including, without limitation, the provisions of this Article II) 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 Metropolitan Shares Seller Stock as provided for in Article III of this Agreement (subject to adjustment as provided in Sections 3.05 and 8.01(e)3.05), (ii) adversely affect the tax treatment of Metropolitan's shareholders the Parent Merger as a result reorganization under Section 368(a) of receiving the Merger ConsiderationCode, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.