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

Reservation of Right to Revise Transaction. Notwithstanding anything to the contrary contained in this Agreement, RECO and OPCO may, in their sole discretion, but following a good faith consultation with the Company, at any time prior to the Effective Time, revise the method of effecting the Merger, which change may include the use of a merger subsidiary or other acquisition vehicle; provided, however, that (i) any breach of this Agreement and any inability of the Company to satisfy any condition to the Merger set forth in Section 6.02 of this Agreement arising solely as a result of such revised method of effecting the Merger shall not be deemed a breach or a failure of such condition to the consummation of the Merger, (ii) notwithstanding such revised method of effecting the Merger, RECO shall continue to remain liable hereunder for the satisfaction of any of its obligations hereunder that have been assigned pursuant to this Section 1.09, and (iii) such revised method of effecting the Merger shall enable the Merger to continue to qualify as, or be treated as part of, one or more tax-free reorganizations within the meaning of Section 368(a) of the Code and the RECO Shares to be received by the Company Shareholders shall be received without recognition of gain or loss; provided, however, that the sale of any assets by the Company to OPCO, RECO or any of their respective affiliates which would enable RECO and OPCO to maximize the economic and tax advantages associated with the paired-share structure, including without limitation the transactions contemplated by and effected pursuant to Section 5.15 hereof, shall not be deemed to contravene clause (iii) of this sentence. The parties hereto agree that they will execute, and will cause their respective direct and indirect subsidiaries to execute, such agreements and documents and such amendments to this Agreement and any related documents as shall be appropriate in order to reflect such revised structure.

Reservation of Right to Revise Transaction. Notwithstanding anything to the contrary contained in this AgreementAgreement and subject to the last sentence of this Section 1.6, RECO Parent and OPCO Merger Co. may, in their sole discretion, but following a good faith consultation with the Company, at any time prior to the Effective TimeClosing Date, revise the method of effecting the Mergeracquisition of the Company; PROVIDED, which change may include the use of a merger subsidiary or other acquisition vehicle; provided, howeverHOWEVER, that (i) any breach of this Agreement and any inability of the Company to satisfy any condition to the Merger Transactions set forth in Section 6.02 8.3 of this Agreement arising solely as a result of such revised method of effecting the Merger shall not be deemed a breach of this Agreement or a failure of such condition to the consummation of the Merger, and (ii) notwithstanding such revised method of effecting the Merger, RECO shall continue to remain liable hereunder for the satisfaction of any of its obligations hereunder that have been assigned pursuant to this Section 1.09, and (iii) such revised method of effecting the Merger acquisition of the Company shall enable not (x) alter the aggregate value of the Merger to continue to qualify asConsideration, or be treated as part ofat the Closing Date, one or more tax-free reorganizations within the meaning of Section 368(a) of the Code and the RECO Shares to be received by the Company Shareholders shall be received without recognition of gain or loss; provided, however, that Stockholders (taking into account the sale anticipated tax impact on such Closing Date of any assets by change in the method of effecting the acquisition of the Company on the Company or the Company Stockholders and the economic impact (including timing considerations with respect to the consummation of such alternative transaction) of the change in the structure of the transaction), (y) cause the Company to OPCOincur additional costs, RECO unless the Parent agrees to pay for such additional costs or any (z) expose the Company to additional liability arising as a result of their respective affiliates which would enable RECO and OPCO such revised method, unless the Parent agrees to maximize indemnify the economic and tax advantages associated with the paired-share structure, including without limitation the transactions contemplated by and effected pursuant to Section 5.15 hereof, shall not be deemed to contravene clause (iii) of this sentenceCompany against such liabilities. The parties hereto agree that they will execute, and will cause their respective direct and indirect subsidiaries to execute, execute such agreements and documents and such amendments to this Agreement and any related documents as shall be appropriate in order to reflect such revised structure. In the event that Parent and Merger Co. wish to revise the method of effecting the acquisition of the Company, the Parent shall provide to the Company written notice (the "CHANGE NOTICE") of such intent no less than ten (10) business days prior to the taking of such action or the closing of any transaction under this Agreement. The Change Notice shall set forth the terms of the proposed revision in transaction structure in such detail that the Company may determine whether the conditions set forth in subclauses (x), (y) and (z) of this Section 1.6 have been satisfied. If such revised transaction structure does not satisfy such subclauses referred to in the prior sentence, the Company shall have five (5) business days after receipt of the Change Notice to deliver to the Parent written notice that the proposed revision in transaction structure is not acceptable to the Company; otherwise, the structure of the transaction will be revised to be consistent with the proposed revised transaction.