Common use of Change of Method Clause in Contracts

Change of Method. Company and Parent shall be empowered, upon their mutual agreement, at any time prior to the Effective Time, to change the method or structure of effecting the combination of Company and Parent (including the provisions of Article I), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided that no such change shall (i) alter or change the Exchange Ratio or the number of shares of Parent Common Stock received by holders of Company Common Stock in exchange for each share of Company Common Stock, (ii) adversely affect the Tax treatment of Company’s shareholders or Parent’s stockholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of Company or Parent pursuant to this Agreement or (iv) materially impede or delay the consummation of the transactions contemplated by this Agreement in a timely manner. The Parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 9.1.

Change of Method. Company and The Parent shall be empowered, upon their mutual agreement, at any time prior to the Effective Time, to change the method or structure of effecting the combination of the Company and Parent (including the provisions of Article I), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided provided, that no such change shall (i) alter or change the Exchange Ratio or the number of shares of Parent Common Stock received by holders of Company Common Stock the Company’s stockholders in exchange for each share of Company Common StockStock or the Cash Consideration, (ii) adversely affect the Tax treatment of the Company’s shareholders stockholders or Parent’s stockholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (iv) materially impede or delay the consummation of the transactions contemplated by this Agreement in a timely manner. The Parties parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 9.19.2.

Change of Method. Company and Parent shall be empowered, upon their mutual agreement, at any time prior to the Effective Time, to change the method or structure of effecting the combination of Company, Company Subsidiary Bank and Parent (including the provisions of Article I1), if and to the extent they Company and Parent both deem such change to be necessary, appropriate or desirable; provided that unless this Agreement is amended by agreement of each party in accordance with Section 9.01, no such change shall (i) alter or change the Exchange Ratio or the number of shares of Parent Common Stock received by holders of Company Common Stock Merger Consideration provided for in exchange for each share of Company Common Stockthis Agreement, (ii) adversely affect the Tax treatment of Company’s shareholders or Parent’s stockholders shareholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of Company or Parent pursuant to this Agreement or (iv) materially impede or delay the consummation of the transactions contemplated by this Agreement in a timely manner. The Parties parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 9.19.01.

Change of Method. Parent and the Company and Parent shall be empowered, upon their mutual agreement, at any time prior to the Effective Time, to change the method or structure of effecting the combination of the Company and Parent (including the provisions of Article I), if and to the extent they both deem such change to be necessary, appropriate or desirable; provided that unless this Agreement is amended by agreement of each party in accordance with Section 9.2, no such change shall (ia) alter or change the Exchange Ratio or the number amount of shares of Parent Common Stock received by holders of Company Common Stock in exchange for each Cash Merger Consideration per share of Company Common Stock, (iib) adversely affect the Tax treatment of the Company’s shareholders or Parent’s stockholders shareholders pursuant to this Agreement, (iiic) adversely affect the Tax treatment of the Company or Parent pursuant to this Agreement or (ivd) materially impede or delay the consummation of the transactions contemplated by this Agreement in a timely manner. The Parties parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 9.19.2.