Common use of Subsequent Restructuring Clause in Contracts

Subsequent Restructuring. Concurrent with the Merger or promptly ------------------------- following the Effective Time, Blackhawk plans to consolidate DunC and the Bank with and into Blackhawk and BSB, respectively. Presently it is anticipated that the Restructuring will be completed by liquidating DunC and distributing its assets, after paying off or providing for all of its liabilities, to Blackhawk as DunC's sole shareholder. Alternatively, DunC may be merged into Blackhawk pursuant to applicable Law. Concurrent with or promptly following such liquidation or merger, the Bank will be merged with and into BSB pursuant to the provisions of applicable Law. The Restructuring is subject to certain regulatory approvals. In the event the Restructuring is effected, Blackhawk agrees that it will assume and timely discharge any and all obligations, covenants and agreements of DunC under this Agreement which are to be performed or discharged after the Effective Time, but which have not been fully performed or discharged as of the time the Restructuring is effected. Blackhawk agrees, however, that it will not alter the structure of the Restructuring as described herein if it would: (i) alter, change or reduce the amount of the consideration to be paid to holders of DunC Common Stock or the manner or basis upon which such exchange is made; (ii) have an adverse federal or state income tax consequence to DunC, or any of the DunC Shareholders; (iii) have an adverse effect on the DunC Shareholders; or (iv) would be likely to delay or jeopardize receipt of the Regulatory Approvals or satisfaction of any of the conditions to the Merger set forth in Article VII.