Common use of Reservation of Right to Revise Structure Clause in Contracts

Reservation of Right to Revise Structure. At ONB’s election, the Merger may alternatively be structured so that (a) LSB is merged with and into any other direct or indirect wholly-owned subsidiary of ONB or (b) any direct or indirect wholly-owned subsidiary of ONB is merged with and into LSB; provided, however, that no such change shall (x) alter or change the amount or kind of the Merger Consideration (as hereinafter defined) or the treatment of the holders of common stock, $.01 par value per share, of LSB (“LSB Common Stock”) or options to purchase LSB Common Stock, (y) prevent the parties from obtaining the opinions of counsel referred to in Sections 7.01(h) and 7.02(h) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.03, or (z) materially impede or delay consummation of the transactions contemplated by this Agreement. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.

Reservation of Right to Revise Structure. At ONB’s election, the Merger may alternatively be structured so that (a) LSB TFC is merged with and into any other direct or indirect wholly-owned subsidiary of ONB or (b) any direct or indirect wholly-owned subsidiary of ONB is merged with and into LSBTFC; provided, however, that no such change shall (x) alter or change the amount or kind of the Merger Consideration (as hereinafter defined) or the treatment of the holders of common stock, $.01 no par value per sharevalue, of LSB TFC (“LSB TFC Common Stock”) or options to purchase LSB TFC Common Stock, (y) prevent the parties from obtaining the opinions of counsel referred to in Sections 7.01(h) and 7.02(h) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.03, or (z) materially impede or delay consummation of the transactions contemplated by this Agreement. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.

Reservation of Right to Revise Structure. At ONB’s election, the Merger may alternatively be structured so that (a) LSB ICB is merged with and into any other direct or indirect wholly-owned subsidiary of ONB or (b) any direct or indirect wholly-owned subsidiary of ONB is merged with and into LSBICB; provided, however, that no such change shall (x) alter or change the amount or kind of the Merger Consideration (as hereinafter defined) or the treatment of the holders of common stock, $.01 no par value per sharevalue, of LSB ICB (“LSB ICB Common Stock”) or options to purchase LSB ICB Common Stock, (y) prevent the parties from obtaining the opinions of counsel referred to in Sections 7.01(h) and 7.02(h) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.03, or (z) materially impede or delay consummation of the transactions contemplated by this Agreement. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.

Reservation of Right to Revise Structure. At ONB’s the Acquiror's election, the Merger may alternatively be structured so that (a1) LSB the Company is merged with and into any other direct or indirect wholly-wholly owned subsidiary of ONB the Acquiror, or (b2) any direct or indirect wholly-wholly owned subsidiary of ONB the Acquiror is merged with and into LSBthe Company; provided, however, that no such change shall (xA) alter or change the amount or kind of the consideration to be issued to the Company's stockholders in the Merger Consideration or under such alternative structure (as hereinafter definedthe "Merger Consideration") or the treatment of the holders of common stock, $.01 par value per share, of LSB (“LSB Common Stock”) or options to purchase LSB Common StockCompany Stock Options, (yB) adversely affect the tax treatment to the Company's stockholders as a result of receiving the Merger Consideration or prevent the parties from obtaining the opinions opinion of counsel Counsel referred to in Sections 7.01(h) and 7.02(h) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.03), or (zC) materially impede or delay consummation of the transactions contemplated by this AgreementMerger. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.

Reservation of Right to Revise Structure. At ONBMainSource’s election, the Merger may alternatively be structured so that (a) LSB FCB is merged with and into any other direct or indirect wholly-owned subsidiary of ONB MainSource or (b) any direct or indirect wholly-owned subsidiary of ONB MainSource is merged with and into LSBFCB; provided, however, that no such change shall (x) alter or change the amount or kind of the Merger Consideration (as hereinafter defined) or the treatment (including, without limitation, the tax treatment) of the holders of common stock, $.01 1.00 par value per share, of LSB FCB (“LSB FCB Common Stock”) or options to purchase LSB Common Stock), (y) prevent the parties from obtaining the opinions of counsel referred to in Sections 7.01(h) and 7.02(h) or otherwise cause the transaction to fail to qualify for the tax treatment described in Section 1.03, or (z) materially impede or delay consummation of the transactions contemplated by this Agreement. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Agreement or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.