Structure Change. Buyer may at any time change the method of effecting the Merger if and to the extent requested by Buyer, and Company agrees to enter into such amendments to this Agreement as Buyer may reasonably request in order to give effect to such restructuring; provided, however, that no such change or amendment shall (a) alter or change the amount, kind, or value of the Merger Consideration provided for in this Agreement, (b) adversely affect the Tax treatment of the Merger with respect to Company’s shareholders or (c) be reasonably likely to cause the Closing to be prevented or materially delayed or the receipt of the Regulatory Approvals to be prevented or materially delayed. Notwithstanding anything in this Agreement to the contrary, the Merger shall be structured to be tax-free at the Company and Bank level and the Buyer and Company agree to take such necessary steps to avoid a taxable asset sale at the Company and Bank level unless the Buyer and Company mutually agree otherwise.
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Sources: Merger Agreement (Sunnyside Bancorp, Inc.), Merger Agreement (Sunnyside Bancorp, Inc.)
Structure Change. Buyer may at any time change the method of effecting the Merger if and to the extent requested by Buyer, and Company agrees to enter into such amendments to this Agreement as Buyer may reasonably request in order to give effect to such restructuring; provided, however, that no such change or amendment shall (a) alter or change the amount, kind, or value of the Merger Consideration provided for in this Agreement, (b) adversely affect the Tax treatment of the Merger with respect to Company’s shareholders or (c) be reasonably likely to cause the Closing to be prevented or materially delayed or the receipt of the Regulatory Approvals to be prevented or materially delayed. Notwithstanding anything in this Agreement to the contrary, the Merger shall be structured to be tax-free at the Company and Bank level and the Buyer and Company agree to take such necessary steps to avoid a taxable asset sale at the Company and Bank level unless the Buyer and Company mutually agree otherwise. Article 2.
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