Common use of The Combination Clause in Contracts

The Combination. As of the Effective Time, the Merger Subsidiary shall merge with and into RLBI (the "Merger"), the separate corporate existence of Merger Subsidiary shall cease and RLBI shall survive and continue to exist (RLBI, as the surviving entity in the Merger, sometimes being referred to herein as the "Surviving Company"). The Company, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after RLBI's shareholders have approved this Agreement), may change the method of effecting the combination of Merger Subsidiary with RLBI (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge Merger Subsidiary with and into RLBI; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to holders of RLBI Common Stock as provided for in this Agreement (the "Merger Consideration"), (ii) adversely affect the tax treatment of RLBI's shareholders as a result of receiving the Merger Consideration, (iii) impede or delay consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the shareholders of RLBI.

Appears in 1 contract

Sources: Merger Agreement (Northern States Financial Corp /De/)

The Combination. As of At the Effective Time, the Merger Subsidiary UNB shall merge with and into RLBI (the "Merger")EWB, pursuant to CFC Section 4881, the separate corporate existence of Merger Subsidiary UNB as a national banking association shall cease cease, and RLBI EWB shall survive and continue to exist as a California state-chartered bank (RLBIEWB, as the surviving entity bank in the Merger, sometimes being referred to herein as the "Surviving Company"Bank”). The CompanyEWBC may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after RLBI's UNB’s shareholders have approved this Agreement), may change the method of effecting the combination of Merger Subsidiary EWB with RLBI UNB (including, without limitation, the provisions of this Article II 2) if and includingto the extent it deems such change to be necessary, without limitation, by electing not to merge Merger Subsidiary with and into RLBIappropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to the holders of RLBI UNB Common Stock as provided for in this Agreement (the "Merger Consideration"), (ii) adversely affect the tax treatment of RLBI's UNB’s shareholders as a result of receiving the Merger Consideration, (iii) impede or delay consummation of the transactions contemplated by this Agreement Agreement, or (iv) otherwise be materially prejudicial to the interests of the shareholders of RLBIUNB.

Appears in 1 contract

Sources: Merger Agreement (East West Bancorp Inc)

The Combination. As of At the Effective Time, the Merger Subsidiary SB shall merge with and into RLBI (the "Merger")EWB, pursuant to CFC Section 4881, the separate corporate existence of Merger Subsidiary SB as a federal savings association shall cease cease, and RLBI EWB shall survive and continue to exist as a California state-chartered bank (RLBIEWB, as the surviving entity bank in the Merger, sometimes being referred to herein as the "Surviving Company"Bank”). The CompanyEWBC may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after RLBI's SB’s shareholders have approved this Agreement), may change the method of effecting the combination of Merger Subsidiary EWB with RLBI SB (including, without limitation, the provisions of this Article II II) if and includingto the extent it deems such change to be necessary, without limitation, by electing not to merge Merger Subsidiary with and into RLBIappropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to the holders of RLBI SB Common Stock as provided for in this Agreement (the "Merger Consideration"), (ii) adversely affect the tax treatment of RLBI's SB’s shareholders as a result of receiving the Merger Consideration, (iii) impede or unreasonably delay consummation of the transactions contemplated by this Agreement Agreement, or (iv) otherwise be materially prejudicial to the interests of the shareholders of RLBISB.

Appears in 1 contract

Sources: Merger Agreement (East West Bancorp Inc)