Restructuring of Merger Clause Samples

Restructuring of Merger. Upon the mutual agreement of Parent and Pac ----------------------- Rim, the Merger shall be restructured in the form of a forward triangular merger of Pac Rim into Merger Sub, with Merger Sub being the surviving corporation, or as a merger of Pac Rim into Parent, with Parent being the surviving corporation. In such event, this Agreement shall be deemed appropriately modified to reflect such form of merger.

Restructuring of Merger. It may be preferable to effectuate a business combination between Acquisition Sub and the Company by means of an alternative structure to the Merger. Accordingly, if prior to satisfaction of the conditions contained in Article VI hereto, Parent proposes the adoption of an alternative structure that otherwise preserves for the Company the economic benefits of the Merger and will not materially delay the consummation thereof, then the parties shall use their respective reasonable best efforts to effect a business combination among themselves by means of a mutually agreed upon structure other than the Merger that so preserves such benefits; provided, however, that prior to closing any such restructured transaction all conditions to each party’s obligations to consummate the Merger and other transactions contemplated hereby, as applied to such alternative business combination, shall have been satisfied by such party or waived by the other parties to this Agreement; provided, further that there shall not be any material additional closing conditions nor shall such conditions be any more onerous as a result of the adoption of such alternative business combination (it being agreed that technical changes to closing conditions, including (if applicable) changes to the votes of stockholders of the Company required to effect the Merger and/or the requirement that the transaction be effected by means of multiple steps shall be deemed not to be material additional closing conditions or more onerous closing conditions).

Restructuring of Merger. It may be preferable to effectuate a business combination between Parent and KeySpan by means of an alternative structure to the Merger. Accordingly, if prior to satisfaction of the conditions contained in Article VI hereto, Parent proposes the adoption of an alternative structure that otherwise preserves for Parent and KeySpan the economic benefits of the Merger and will not materially delay the consummation thereof, then the parties shall use their respective reasonable best efforts to effect a business combination among themselves by means of a mutually agreed upon structure other than the Merger that so preserves such benefits; provided, however, that prior to closing any such restructured transaction, all material third party and Governmental Authority declarations, filings, registrations, notices, authorizations, consents or approvals necessary for the effectuation of such alternative business combination shall have been obtained and all other conditions to the parties’ obligations to consummate the Merger and other transactions contemplated hereby, as applied to such alternative business combination, shall have been satisfied or waived.

Restructuring of Merger. The parties expressly acknowledge and agree that, although it is their current intention to effect

Restructuring of Merger. If the condition to Closing set forth in Section 6.3(g) is not either satisfied or waived by Tide West, upon written notice from Tide West delivered to Parent within 15 days after the approval of the Tide West Proposal at both the Tide West Meeting and the Parent Meeting, the Merger shall be restructured under Section 351 of the Code as a "Horizontal Double Dummy" transaction whereby (a) the holders of Parent Common Stock would receive one share of common stock ("Newco Common Stock") of a newly created holding company ("Newco") in exchange for each share of Parent Common Stock as a result of a merger of a newly created subsidiary of Newco with and into Parent, and (b) the holders of Tide West Common Stock would receive $8.75 and .6295 of a share of Newco Common Stock for each share of Tide West Common Stock as a result of a merger of another newly created subsidiary of Newco with and into Tide West. In such event, this Agreement shall be deemed to be appropriately modified to reflect such restructuring and the parties hereto shall use their reasonable best efforts to effect such restructured transaction.

Restructuring of Merger. 32 7.13 Additional Agreements; Best Efforts . . . . . . . . . . . . 32 7.14 Financing . . . . . . . . . . . . . . . . . . . . . . . . . . 32 ARTICLE 8 - CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . 32 8.1 Conditions of Each Party's Obligation to Effect the Merger . . . . . . . . . . . . . . . . . . . . . . . . . 32 8.2 Conditions to Obligations of Pac Rim to Effect the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 8.3 Conditions to Obligation of Parent and Merger Sub to Effect the Merger . . . . . . . . . . . . . . . . . . . . . 34

Restructuring of Merger. The parties expressly acknowledge and agree that, although it is their current intention to effect a business combination among themselves in the form contemplated by this Agreement, it may be preferable to effectuate such a business combination by means of an alternate structure as described below. 4.1.9.1 MDLI, in its sole discretion, may determine, not later than March 31, 2000, to reorganize for the purpose of effecting one or more business combinations in addition to the combination contemplated by this Agreement (the "Reorganization"). As a result of the Reorganization, a newly-established holding company ("HoldCo") would directly own all of the issued and outstanding capital stock of MDLI, and the articles of incorporation of HoldCo would be the same as the articles of incorporation of MDLI (other than in any respect which does not materially adversely affect the benefits of the Merger for Total eMed stockholders). 4.1.9.2 In the event MDLI determines to effect the Reorganization, this Agreement shall be amended so that the rights and obligations of MDLI shall become the rights and obligations of HoldCo, the representations and warranties of MDLI shall be repeated by HoldCo (subject to such changes as may be necessary to reflect the Reorganization), and in all other respects this Agreement shall remain the same, except for those changes as may be necessary to reflect the Reorganization. In no event shall such changes materially adversely affect the relative rights, obligations, benefits and burdens of MDLI/HoldCo and Total eMed, or the benefits of the Merger for Total eMed stockholders. 4.1.9.3 The parties agree that any Reorganization and the steps, actions or approvals required, taken or proposed to implement the same shall not give rise to any breach of this Agreement or right to terminate this Agreement, and that the amendments to this Agreement required to give effect to the Reorganization shall not have any effect on the binding nature of this Agreement or the obligations of the parties to effect and consummate the transactions contemplated hereby. The parties further agree to use all reasonable best efforts to ensure that the Reorganization and the Merger are completed.

Restructuring of Merger. Upon the mutual agreement of USPI and OPC, the Merger shall be restructured in the form of a forward subsidiary merger of OPC into Merger Sub, with Merger Sub being the surviving corporation, or as a merger of OPC into USPI, with USPI being the surviving corporation. In such event, this Agreement shall be deemed appropriately modified to reflect such form of merger.

Restructuring of Merger. 31 7.13 Additional Agreements; Best Efforts..................32 ARTICLE 8 - CONDITIONS.............................................32 8.1 Conditions of Each Party's Obligation to Effect the Merger...........................................32 8.2 Conditions to Obligations of Pac Rim to Effect the Merger...............................................33 8.3 Conditions to Obligation of Parent and Merger Sub to Effect the Merger....................................33