Common use of Decline in United Common Stock Price Clause in Contracts

Decline in United Common Stock Price. By Premier, if the Premier Board so determines by a vote of the majority of the members of its entire board, at any time during the five-day period commencing with the Determination Date (as defined below), if both of the following conditions are satisfied: (i) The number obtained by dividing the Average Closing Price by the Starting Price (each as defined below) (the “United Ratio”) shall be less than .80; and (ii) (x) the United Ratio shall be less than (y) the number obtained by dividing the Final Index Price by the Index Price on the Starting Date (each as defined below) and subtracting 0.20 from the quotient in this clause (ii) (y) (such number in this clause (ii) (y) being referred to herein as the “Index Ratio”); subject, however, to the following three sentences. If Premier elects to exercise its termination right pursuant to this Section, it shall give written notice to United (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-day period commencing with its receipt of such notice, United shall have the option to increase the consideration to be received by the holders of Premier Common Stock hereunder, by adjusting the Exchange Ratio (calculated to the nearest one one-thousandth) to equal the lesser of (x) a number (rounded to the nearest one one-thousandth) obtained by dividing (A) the product of the Starting Price, 0.80 and the Exchange Ratio (as then in effect) by (B) the Average Closing Price and (y) a number (rounded to the nearest one one-thousandth) obtained by dividing (A) the product of the Index Ratio and the Exchange Ratio (as then in effect) by (B) the United Ratio. If United so elects within such five-day period, it shall give prompt written notice to Premier of such election and the revised Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified.) For purposes of this Section 9.01(f), the following terms shall have the meanings indicated:

Decline in United Common Stock Price. (i) By Premier, if the Premier Board so determines by a vote of the majority of the members of its entire boardPiedmont, at any time during the five-day period commencing with following the Determination Date (as defined below)Date, if both of the following conditions are satisfied: (iA) The number obtained by dividing the Average Closing United Stock Price shall be less than $27.42 and (B) (1) the quotient of the Average United Stock Price divided by the Starting Price (each as defined below) (such quotient being the “United Ratio”) ), shall be less than .80; and eighty percent (ii80%) of (x2) the United Ratio shall be less than (y) quotient of the number obtained by dividing the Final Average Index Price divided by the Index Price on the Starting Date (each as defined below) and subtracting 0.20 from the such quotient in this clause (ii) (y) (such number in this clause (ii) (y) being referred to herein as the “Index Ratio”); subject. provided, however, that if Piedmont refuses to consummate the following three sentences. If Premier elects to exercise its termination right Merger pursuant to this SectionSection 9.01(g)(i), it shall give prompt written notice thereof to United (and provided that such Piedmont notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-day period commencing with its receipt of such notice, United shall have the option to increase the consideration to be received by the holders of Premier Piedmont Common Stock hereunder, by adjusting either: (a) increasing the Exchange Ratio (calculated to the nearest one oneten-thousandth); or (b) provided that it does not and will not prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, paying, as part of the Merger Consideration, to each recipient of Merger Consideration, a cash payment (in addition to, and not in lieu of, issuing shares of United Common Stock to them) (the “Additional Cash Payment Per Share”), in either case so that the value of the Merger Consideration (calculated based on the Average United Stock Price and including any Additional Cash Payment Per Share) to equal be received by each recipient thereof equals the lesser of of: (x) a number (rounded to the nearest one one-thousandth) obtained by dividing (A) the product of the Starting Price, 0.80 and the Exchange Ratio (as then in effect) by (B) effect immediately prior to any increase in the Average Closing Price and Exchange Ratio pursuant to this Section 9.01(g)(i)(x)); and (y) a number an amount equal to (rounded to the nearest one one-thousandth) obtained by dividing (A1) the product of the Index Ratio and Ratio, 0.80, the Exchange Ratio (as then in effect) effect immediately prior to any increase in the Exchange Ratio pursuant to this Section 9.01(g)(i)(x)), and the Average United Stock Price, divided by (B2) the United Ratio. If United so elects within such five-day period, it shall give prompt written notice to Premier Piedmont of such election and the revised Exchange RatioRatio or the Additional Cash Payment Per Share, as applicable, whereupon no termination shall have occurred pursuant to this Section 9.01(g) and this Agreement shall remain in effect in accordance with its terms (except as terms; provided that any references in this Agreement to the “Exchange Ratio” shall thereafter be deemed to refer to the Exchange Ratio as increased pursuant to this section, if applicable, and any references in this Agreement to the Merger Consideration shall have been so modifiedthereafter include the Additional Cash Payment Per Share as set forth in this section, if applicable.) For purposes of this Section 9.01(f), the following terms shall have the meanings indicated:

Decline in United Common Stock Price. (i) By Premier, if the Premier Board so determines by a vote of the majority of the members of its entire boardCBTC, at any time during the five-five (5) day period commencing with following the Determination Date (as defined below)Date, if both of the following conditions are satisfied: (iA) The number obtained by dividing the Average Closing United Stock Price shall be less than $33.37; and (1) the quotient of the Average United Stock Price divided by the Starting Price (each as defined below) (such quotient being the “United Ratio”) ), shall be less than .80; and eighty percent (ii80%) of (x2) the United Ratio shall be less than (y) quotient of the number obtained by dividing the Final Average Index Price divided by the Index Price on the Starting Date (each as defined below) and subtracting 0.20 from the such quotient in this clause (ii) (y) (such number in this clause (ii) (y) being referred to herein as the “Index Ratio”); subject. provided, however, that if CBTC refuses to consummate the following three sentences. If Premier elects to exercise its termination right Merger pursuant to this SectionSection 9.01(i)(i), it shall give prompt written notice thereof to United (and provided that such CBTC notice of election to terminate may be withdrawn at any time within the aforementioned five-five (5) day period). During the five-five (5) day period commencing with its receipt of such notice, United shall have the option to increase the consideration to be received by the holders of Premier CBTC Common Stock hereunder, by adjusting either: (a) increasing the Exchange Ratio (calculated to the nearest one oneten-thousandth); or (b) provided that it does not and will not prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, paying, as part of the Merger Consideration, to each recipient of Merger Consideration, a cash payment (in addition to, and not in lieu of, issuing shares of United Common Stock to them) (the “Additional Cash Payment Per Share”), in either case so that the value of the Merger Consideration (calculated based on the Average United Stock Price and including any Additional Cash Payment Per Share) to equal be received by each recipient thereof equals the lesser of of: (x) a number (rounded to the nearest one one-thousandth) obtained by dividing (A) the product of the Starting Price, 0.80 and the Exchange Ratio (as then in effect) by (B) effect immediately prior to any increase in the Average Closing Price and Exchange Ratio pursuant to this Section 9.01(i)(X)); and (y) a number an amount equal to (rounded to the nearest one one-thousandth) obtained by dividing (A1) the product of the Index Ratio and Ratio, 0.80, the Exchange Ratio (as then in effect) effect immediately prior to any increase in the Exchange Ratio pursuant to this Section 9.01(i)(X)), and the Average United Stock Price, divided by (B2) the United Ratio. If United so elects within such five-five (5) day period, it shall give prompt written notice to Premier CBTC of such election and the revised Exchange RatioRatio or the Additional Cash Payment Per Share, as applicable, whereupon no termination shall have occurred pursuant to this Section 9.01(i) and this Agreement shall remain in effect in accordance with its terms (except as terms; provided that any references in this Agreement to the “Exchange Ratio” shall thereafter be deemed to refer to the Exchange Ratio as increased pursuant to this section, if applicable, and any references in this Agreement to the Merger Consideration shall have been so modifiedthereafter include the Additional Cash Payment Per Share as set forth in this section, if applicable.) For purposes of this Section 9.01(f), the following terms shall have the meanings indicated: