Common use of The Parent Merger Clause in Contracts

The Parent Merger. At the Effective Time, (a) Belmont shall be merged with and into Sky (the “Parent Merger”) and (b) the separate corporate existence of Belmont 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 Sky 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 Parent 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 Belmont 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 Belmont’s shareholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. If Sky makes such an election, Sky and Belmont shall execute an appropriate amendment to this Agreement in order to reflect such election.

The Parent Merger. At the Effective Time, (a) Belmont Morgan shall be merged with and into Sky Parent (the “"Parent Merger”") and (bx) the xxe separate corporate existence of Belmont Morgan shall cease and Sky Parent shall survive and continue to exist as an Ohio ax Xxxx corporation (SkyParent, as the surviving corporation in the Parent Merger, sometimes being referred to herein as the “"Surviving Corporation”"). The Sky Parent Articles, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, and the Sky Parent Code, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation. Sky Parent may at any time prior to the Effective Time change the method of effecting the Parent 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 Belmont Morgan Common Shares as provided for in Article III of this Agreement (subject xxxxxct to adjustment as provided in Sections 3.05 and 8.01(e)), (ii) adversely affect the tax treatment of Belmont’s Morgan's shareholders as a result of receiving the Merger Consideration or Consideratiox xx (iiixxi) materially impede or delay consummation of the transactions contemplated by this Agreement. If Sky Parent makes such an election, Sky Parent and Belmont Morgan shall execute an appropriate amendment to this Agreement in order to ordxx xx reflect such election.

The Parent Merger. At the Effective Time, (ai) Belmont SBI shall be merged with and into Sky (the “"Parent Merger”) "), and (bii) the separate corporate existence of Belmont 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 Sky 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 Parent 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 Belmont 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 Belmont’s SBI's shareholders as a result of receiving the Merger Consideration Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. If Sky makes such an election, Sky and Belmont shall execute an appropriate amendment to this Agreement in order to reflect such election.

The Parent Merger. At the Effective Time, (ai) Belmont GLB shall be merged with and into Sky (the “"Parent Merger”) "), and (bii) the separate corporate existence of Belmont GLB 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 Sky 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 Parent 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 Belmont GLB 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 Belmont’s GLB's shareholders as a result of receiving the Merger Consideration Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. If Sky makes such an election, Sky and Belmont shall execute an appropriate amendment to this Agreement in order to reflect such election.

The Parent Merger. At the Effective Time, (a) Belmont Prospect shall be merged with and into Sky (the “Parent Merger”) ), and (b) the separate corporate existence of Belmont Prospect 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 Sky 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 Parent 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 Belmont Prospect 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 BelmontProspect’s shareholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. If Sky makes such an election, Sky and Belmont Prospect shall execute an appropriate amendment to this Agreement in order to reflect such election.