Common use of Possible Adjustment Clause in Contracts

Possible Adjustment. By the Company, if the Company Board so determines by the vote of a majority of all of its members, by giving written notice to Parent not later than the end of the second Business Day next following the Determination Date, in the event that both of the following conditions are satisfied: (i) the Average Closing Price shall be less than 80% of the Signing Closing Price; and (ii) (A) the number obtained by dividing the Average Closing Price by the Signing Closing Price (the “Parent Ratio”) is less than (B) the number obtained by dividing the Final Index Price by the Initial Index Price and then multiplying the quotient in this clause (ii)(B) by .80 (the “Index Ratio”). If the Company elects to exercise its termination right pursuant to this Section 9.01(h), it shall give written notice to Parent. During the five-Business-Day period commencing with its receipt of such notice, Parent may, at its option (the “Fill Option”), offer to adjust the Per Share Stock Consideration to a level equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the product of the Signing Closing Price, 0.80, and the Per Share Stock Consideration (as then in effect) and the denominator of which is the Average Closing Price. If Parent makes an election contemplated by the preceding sentence within such five-Business-Day period, it shall give prompt written notice to the Company of such election and the adjusted Per Share Stock Consideration, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration shall have been so adjusted), and any references in this Agreement to “Per Share Stock Consideration” shall thereafter be deemed to refer to the Per Share Stock Consideration as adjusted pursuant to this Section 9.01(h). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation date, the prices for the common stock of such company will be appropriately adjusted.

Possible Adjustment. By the Company, if the Company Board so determines by the a vote of a majority of all of its members, by giving written notice to Parent not later than the end members of the second Business Day next following entire Company Board, at any time during the five-day period commencing with the Determination Date, in the event that if both of the following conditions are satisfied: (i) the The Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than 80% the product of 0.80 and the Signing Closing Starting Price; and (ii) (A) the The number obtained by dividing the Average Closing Price on the Determination Date by the Signing Closing Starting Price (such number, the “Parent "Acquiror Ratio”") is shall be less than (B) the number obtained by dividing the Final Index Price on the Determination Date by the Initial Index Price on the Starting Date and then multiplying subtracting 0.20 from the quotient in this clause Section 8(f)(ii)(B) (ii)(B) by .80 (such number, the “"Index Ratio”"); subject, however, to the following four sentences. If the Company elects to exercise its termination right pursuant to this Section 9.01(h8.01(f), it shall give prompt written notice to Parentthe Acquiror; provided that such notice of election may be withdrawn at any time within the aforementioned five-day period. During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its the Acquiror shall have the option of adjusting the Exchange Ratio to the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to i) a level number equal to a quotient (rounded to the nearest one tenone-thousandth), the numerator of which is the product of the Signing Closing Price, 0.80, the Starting Price and the Per Share Stock Consideration Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Ratio. If Parent makes an election contemplated by the preceding sentence Acquiror determines so to increase the Exchange Ratio within such five-Business-Day day period, it shall give prompt written notice to the Company of such election its determination and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred occur pursuant to this Section 9.01(h8.01(f) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock Consideration” the "Exchange Ratio" shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h8.01(f). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation date, the prices for the common stock of such company will be appropriately adjusted.

Possible Adjustment. By the CompanyHawthorne, if the Company Hawthorne Board so determines by the vote of a majority of all of its members, by giving written notice to Parent not later than at any time during the end of the second Business Day next following five-day period commencing with the Determination Date, in the event that if both of the following conditions are satisfied: (i) the The Parent Closing Average Closing Price shall be less than 8080.0% of the Signing Closing Starting Price; and (ii) (Ax) the number obtained by dividing the Parent Closing Average Closing Price by the Signing Closing Starting Price (such number being referred to herein as the “Parent Ratio”) is shall be less than (By) the number obtained by dividing the Final Peer Group Index Price on the Determination Date by the Initial Peer Group Starting Index Price and then multiplying the quotient in this clause (ii)(B) by .80 (such number being referred to herein as the “Index Ratio”)) by more than 0.20; subject, however, to the following three sentences. If the Company Hawthorne elects to exercise its termination right pursuant to this Section 9.01(h)the immediately preceding sentence, it shall give written notice to ParentParent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its shall have the option of increasing the consideration to be received by the holders of Hawthorne Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to i) a level number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the product of the Signing Closing Starting Price, 0.80, and the Per Share Stock Consideration Exchange Ratio (as then in effect) and the denominator of which is the Average Parent Closing Average, and (ii) a number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the (A) difference between the Index Ratio and (B) 0.20, multiplied by the product of (1) the Exchange Ratio (as then in effect) and (2) the Starting Price, and the denominator of which is the Parent Closing Average. If Parent makes an election contemplated by the preceding sentence within such five-Business-Day day period, it shall give prompt written notice to the Company Hawthorne of such election and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h8.01(k) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock ConsiderationExchange Ratio” shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h8.01(k). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation date, the prices for the common stock of such company will be appropriately adjusted.

Possible Adjustment. By the CompanyHawthorne, if the Company Hawthorne Board so determines by the vote of a majority of all of its members, by giving written notice to Parent not later than at any time during the end of the second Business Day next following five-day period commencing with the Determination Date, in the event that if both of the following conditions are satisfied: (i) the The Parent Closing Average Closing Price shall be less than 8080.0% of the Signing Closing Starting Price; and (ii) (Ax) the number obtained by dividing the Parent Closing Average Closing Price by the Signing Closing Starting Price (such number being referred to herein as the “"Parent Ratio”") is shall be less than (By) the number obtained by dividing the Final Peer Group Index Price on the Determination Date by the Initial Peer Group Starting Index Price and then multiplying (such number being referred to herein as the quotient in this clause (ii)(B"Index Ratio") by .80 (more than 0.20; subject, however, to the “Index Ratio”)following three sentences. If the Company Hawthorne elects to exercise its termination right pursuant to this Section 9.01(h)the immediately preceding sentence, it shall give written notice to ParentParent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its shall have the option of increasing the consideration to be received by the holders of Hawthorne Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to i) a level number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the product of the Signing Closing Starting Price, 0.80, and the Per Share Stock Consideration Exchange Ratio (as then in effect) and the denominator of which is the Average Parent Closing Average, and (ii) a number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the (A) difference between the Index Ratio and (B) 0.20, multiplied by the product of (1) the Exchange Ratio (as then in effect) and (2) the Starting Price, and the denominator of which is the Parent Closing Average. If Parent makes an election contemplated by the preceding sentence within such five-Business-Day day period, it shall give prompt written notice to the Company Hawthorne of such election and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h8.01(k) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock Consideration” "Exchange Ratio" shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h8.01(k). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation date, the prices for the common stock of such company will be appropriately adjusted.

Possible Adjustment. By the CompanyMeridian, if the Company its Board of Directors so determines by the a vote of a majority of all the members of its membersentire Board, by giving written notice to Parent not later than at any time during the end of the second Business Day next following ten-day period commencing two days after the Determination Date, in the event that if either (x) both of the following conditions are satisfied: (i1) the Average Closing Price on the Determination Date of shares of CoreStates Common Stock shall be less than 80% of the Signing Closing Price$32.725; and (ii2) (Ai) the number obtained by dividing the Average Closing Price on the Determination Date by $38.50 (such number being referred to herein as the Signing Closing Price (the “Parent "CoreStates Ratio”") is shall be less than (Bii) the number obtained by dividing the Final Index Price on the Determination Date by the Initial Index Price on the Starting Date and then multiplying subtracting 0.15 from the quotient in this clause (ii)(Bx)(2)(ii) by .80 (such number being referred to herein as the “"Index Ratio”"); or (y) the Average Closing Price on the Determination Date of shares of CoreStates Common Stock shall be less than the product of 0.75 and the Starting Price; subject, however, to the following four sentences. If the Company Meridian elects to exercise its termination right pursuant to this Section 9.01(h)the immediately preceding sentence, it shall give prompt written notice to ParentCoreStates which notice shall specify which of clauses (x) or (y) is applicable (or if both would be applicable, which clause is being invoked); provided that such notice of election to terminate may be withdrawn at any time within the aforementioned ten-day period. During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its CoreStates shall have the option in the case of a failure to satisfy the condition in clause (the “Fill Option”x), offer of adjusting the Exchange Ratio to adjust equal the Per Share Stock Consideration to lesser of (i) a level number equal to a quotient (rounded to the nearest one tenone-thousandth), the numerator of which is the product of $32.725 and the Signing Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, 0.80and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the Per Share Stock Consideration denominator of which is the CoreStates Ratio. During such five-day period, CoreStates shall have the option, in the case of a failure to satisfy the condition in clause (y), to elect to increase the Exchange Ratio to equal a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.75, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price. If Parent CoreStates makes an election contemplated by either of the two preceding sentence sentences, within such five-Business-Day day period, it shall give prompt written notice to the Company Meridian of such election and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h7.01(D) and this Agreement Plan shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock Consideration” "Exchange Ratio" shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h7.01(D). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange For purposes of shares or similar transaction between the date of the Agreement and the valuation datethis Section 7.01(D), the prices for following terms shall have the common stock of such company will be appropriately adjusted.meanings indicated:

Possible Adjustment. By the Company, if the Company Board so determines by the vote of a majority of all of its members, by giving written notice to Parent not later than at any time during the end of the second Business Day next following five-day period commencing with the Determination Date, in the event that if both of the following conditions are satisfied: (i1) the The Parent Closing Average Closing Price shall be less than 8082.5% of the Signing Closing Starting Price; and (ii2) (Ai) the number obtained by dividing the Parent Closing Average Closing Price by the Signing Closing Starting Price (such number being referred to herein as the “"Parent Ratio”") is shall be less than (Bii) the number obtained by dividing the Final Nasdaq Bank Average Index Price by the Initial Nasdaq Bank Starting Index Price and then multiplying the quotient in this clause by 0.825 (ii)(B) by .80 (such number being referred to herein as the “"Index Ratio”"); subject, however, to the following three sentences. If the Company elects to exercise its termination right pursuant to this Section 9.01(h)the immediately preceding sentence, it shall give written notice to ParentParent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its shall have the option of increasing the consideration to be received by the holders of Company Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to i) a level number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the product of the Signing Closing Starting Price, 0.800.825, and the Per Share Stock Consideration Exchange Ratio (as then in effect) and the denominator of which is the Average Parent Closing PriceAverage, and (ii) a number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Parent Ratio. If Parent makes an election contemplated by the preceding sentence within such five-Business-Day day period, it shall give prompt written notice to the Company of such election and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h8.01(f) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock Consideration” "Exchange Ratio" shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h8.01(f). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation date, the prices for the common stock of such company will be appropriately adjusted.

Possible Adjustment. By the CompanyMeridian, if the Company its Board of Directors so ------------------- determines by the a vote of a majority of all the members of its membersentire Board, by giving written notice to Parent not later than at any time during the end of the second Business Day next following ten-day period commencing two days after the Determination Date, in the event that if either (x) both of the following conditions are satisfied: (i1) the Average Closing Price on the Determination Date of shares of CoreStates Common Stock shall be less than 80% of the Signing Closing Price$32.725; and (ii2) (Ai) the number obtained by dividing the Average Closing Price on the Determination Date by $38.50 (such number being referred to herein as the Signing Closing Price (the “Parent "CoreStates Ratio”") is shall be less than (Bii) the number obtained by dividing the Final Index Price on the Determination Date by the Initial Index Price on the Starting Date and then multiplying subtracting 0.15 from the quotient in this clause (ii)(Bx)(2)(ii) by .80 (such number being referred to herein as the “"Index Ratio”"); or (y) the Average Closing Price on the Determination Date of shares of CoreStates Common Stock shall be less than the product of 0.75 and the Starting Price; subject, however, to the following four sentences. If the Company Meridian elects to exercise its termination right pursuant to this Section 9.01(h)the immediately preceding sentence, it shall give prompt written notice to ParentCoreStates which notice shall specify which of clauses (x) or (y) is applicable (or if both would be applicable, which clause is being invoked); provided that such notice of election to terminate may be withdrawn at any time within the aforementioned ten-day period. During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its CoreStates shall have the option in the case of a failure to satisfy the condition in clause (the “Fill Option”x), offer of adjusting the Exchange Ratio to adjust equal the Per Share Stock Consideration to lesser of (i) a level number equal to a quotient (rounded to the nearest one tenone-thousandth), the numerator of which is the product of $32.725 and the Signing Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, 0.80and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the Per Share Stock Consideration denominator of which is the CoreStates Ratio. During such five-day period, CoreStates shall have the option, in the case of a failure to satisfy the condition in clause (y), to elect to increase the Exchange Ratio to equal a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.75, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price. If Parent CoreStates makes an election contemplated by either of the two preceding sentence sentences, within such five-Business-Day day period, it shall give prompt written notice to the Company Meridian of such election and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h7.01(D) and this Agreement Plan shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock Consideration” "Exchange Ratio" shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h7.01(D). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange For purposes of shares or similar transaction between the date of the Agreement and the valuation datethis Section 7.01(D), the prices for following terms shall have the common stock of such company will be appropriately adjusted.meanings indicated:

Possible Adjustment. By the Company, if the Company Board so determines by the vote of a majority of all of its members, by giving written notice to Parent not later than at any time during the end of the second Business Day next following three-day period commencing with the Determination Date, in the event that if both of the following conditions are satisfied: (i1) the Average Closing Share Price shall be less than 8082.5% of the Signing Closing Starting Price; and (ii2) (Ai) the number obtained by dividing the Average Closing Share Price by the Signing Closing Starting Price (such number being referred to herein as the “Parent Ratio”) is shall be less than (Bii) the number obtained by dividing the Final Average Index Price by the Initial Starting Index Price and then multiplying the subtracting 0.175 from such quotient in this clause (ii)(B) by .80 (such number being referred to herein as the “Index Ratio”); subject, however, to the following three sentences. If the Company elects to exercise its termination right pursuant to this Section 9.01(h)the immediately preceding sentence, it shall give written notice to ParentParent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned three-day period). During the fivethree-Business-Day day period commencing with its receipt of such notice, Parent may, at its shall have the option of increasing the consideration to be received by the holders of Company Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to i) a level number equal to a the quotient (rounded to the nearest one ten-thousandth), the numerator of which is ) determined by dividing the product of the Signing Closing Starting Price, 0.80, 0.825 and the Per Exchange Ratio by the Average Share Stock Consideration Price and (as then in effectii) a number equal to the quotient (rounded to the nearest one ten-thousandth) determined by dividing the product of the Index Ratio and the denominator of which is Exchange Ratio by the Average Closing PriceParent Ratio. If Parent makes an election contemplated by the preceding sentence within such fivethree-Business-Day day period, it shall give prompt written notice to the Company of such election and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h8.01(i) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock ConsiderationExchange Ratio” shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h8.01(i). If Parent or any company belonging In the event of an adjustment to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation dateExchange Ratio pursuant to this Section 8.01(i), the prices for Stock/Cash Exchange Ratio shall be adjusted in the common stock same manner as the Exchange Ratio. For purposes of such company will be appropriately adjustedthis Section 8.01(i), the following terms shall have the meaning ascribed to them below.

Possible Adjustment. By the Company, if the Company Board so ------------------- determines by the a vote of a majority of all of its members, by giving written notice to Parent not later than the end members of the second Business Day next following entire Company Board, at any time during the five-day period commencing with the Determination Date, in the event that if both of the following conditions are satisfied: (i) the The Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than 80% the product of 0.80 and the Signing Closing Starting Price; and (ii) (A) the The number obtained by dividing the Average Closing Price on the Determination Date by the Signing Closing Starting Price (such number, the “Parent "Acquiror Ratio”") is shall be less than (B) the number obtained by dividing the Final Index Price on the Determination Date by the Initial Index Price on the Starting Date and then multiplying subtracting 0.20 from the quotient in this clause Section 8(g)(ii)(B) (ii)(B) by .80 (such number, the “"Index Ratio”"); subject, however, to the following four sentences. If the Company elects to exercise its termination right pursuant to this Section 9.01(h8.01(g), it shall give prompt written notice to Parentthe Acquiror; provided that such notice of election may be withdrawn at any time within the aforementioned five-day period. During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its the Acquiror shall have the option of adjusting the Exchange Ratio to the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to i) a level number equal to a quotient (rounded to the nearest one tenone-thousandth), the numerator of which is the product of the Signing Closing Price, 0.80, the Starting Price and the Per Share Stock Consideration Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Ratio. If Parent makes an election contemplated by the preceding sentence Acquiror determines so to increase the Exchange Ratio within such five-Business-Day day period, it shall give prompt written notice to the Company of such election its determination and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred occur pursuant to this Section 9.01(h8.01(g) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock Consideration” the "Exchange Ratio" shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h8.01(g). If Parent the Acquiror or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement Starting Date and the valuation dateDetermination Date, the prices for the common stock of the Acquiror or such company will shall be appropriately adjustedadjusted for the purposes of applying this Section 8.01(g).

Possible Adjustment. By the CompanyCalnet, if the Company Calnet Board so determines by the vote of a majority of all of its members, by giving written notice to Parent not later than at any time during the end of the second Business Day next following five-day period commencing with the Determination Date, in the event that if both of the following conditions are satisfied: (i) the The CCBI Closing Average Closing Price shall be less than 8080.0% of the Signing Closing Starting Price; and (ii) (Ax) the number obtained by dividing the CCBI Closing Average Closing Price by the Signing Closing Starting Price (such number being referred to herein as the “Parent CCBI Ratio”) is shall be less than (By) the number obtained by dividing the Final Peer Group Index Price on the Determination Date by the Initial Peer Group Starting Index Price and then multiplying the quotient in this clause (ii)(B) by .80 (such number being referred to herein as the “Index Ratio”)) by more than 0.20; subject, however, to the following three sentences. If the Company Calnet elects to exercise its termination right pursuant to this Section 9.01(h)the immediately preceding sentence, it shall give written notice to ParentCCBI (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its CCBI shall have the option of increasing the consideration to be received by the holders of Calnet Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to i) a level number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the product of the Signing Closing Starting Price, 0.80, and the Per Share Stock Consideration Exchange Ratio (as then in effect) and the denominator of which is the Average CCBI Closing Average, and (ii) a number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the (A) difference between the Index Ratio and (B) 0.20, multiplied by the product of (1) the Exchange Ratio (as then in effect) and (2) the Starting Price, and the denominator of which is the CCBI Closing Average. If Parent CCBI makes an election contemplated by the preceding sentence within such five-Business-Day day period, it shall give prompt written notice to the Company Calnet of such election and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h8.01(j) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock ConsiderationExchange Ratio” shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h8.01(j). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation date, the prices for the common stock of such company will be appropriately adjusted.

Possible Adjustment. By the Company, if the Company Board so determines by the a vote of a majority of all of its members, by giving written notice to Parent not later than the end members of the second Business Day next following entire Company Board, at any time during the five-day period commencing with the Determination Date, in the event that if both of the following conditions are satisfied: (i) the The Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than 80% the product of 0.80 and the Signing Closing Starting Price; and (ii) (A) the The number obtained by dividing the Average Closing Price on the Determination Date by the Signing Closing Starting Price (such number, the “Parent "Acquiror Ratio”") is shall be less than (B) the number obtained by dividing the Final Index Price on the Determination Date by the Initial Index Price on the Starting Date and then multiplying subtracting 0.20 from the quotient in this clause Section 8(g)(ii)(B) (ii)(B) by .80 (such number, the “"Index Ratio”"); subject, however, to the following four sentences. If the Company elects to exercise its termination right pursuant to this Section 9.01(h8.01(g), it shall give prompt written notice to Parentthe Acquiror; provided that such notice of election may be withdrawn at any time within the aforementioned five-day period. During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its the Acquiror shall have the option of adjusting the Exchange Ratio to the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to i) a level number equal to a quotient (rounded to the nearest one tenone-thousandth), the numerator of which is the product of the Signing Closing Price, 0.80, the Starting Price and the Per Share Stock Consideration Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Ratio. If Parent makes an election contemplated by the preceding sentence Acquiror determines so to increase the Exchange Ratio within such five-Business-Day day period, it shall give prompt written notice to the Company of such election its determination and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred occur pursuant to this Section 9.01(h8.01(g) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjustedmodified), and any references in this Agreement to “Per Share Stock Consideration” the "Exchange Ratio" shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h8.01(g). If Parent the Acquiror or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement Starting Date and the valuation dateDetermination Date, the prices for the common stock of the Acquiror or such company will shall be appropriately adjustedadjusted for the purposes of applying this Section 8.01(g).

Possible Adjustment. By the CompanySt. Paul, if the Company xx its Board of Directors so determines by the a vote of a majority of all the members of its membersentire Board, by giving written notice to Parent not later than at any time during the end of the second Business Day next following ten-day period commencing two days after the Determination DateDate (or such shorter period of time from the Determination Date to the Effective Date as contemplated by Section 2.03(i)), in the event that if both of the following conditions are satisfied: (i) the Average Closing Price shall be less than 80% the product of 0.825 and the Signing Closing Starting Price; and (ii) (A) the number obtained by dividing the Average Closing Price by the Signing Closing Starting Price (such number being referred to herein as the “Parent "COFI Ratio”") is shall be less than (B) the number obtained by dividing the Final Index Price on the Determination Date by the Initial Index Price on the Starting Date and then multiplying subtracting 0.175 from the quotient in this clause (ii)(B) by .80 (such number being referred to herein as the “"Index Ratio”"); subject, however, to the following three sentences. If the Company elects St. Paul xxxcts to exercise its termination right pursuant to this Section 9.01(h)the immediately preceding sentence, it shall give prompt written notice thereof to ParentCOFI; provided, that such notice of election to terminate may be withdrawn at any time within the above stated period. During the five-Business-Day day period commencing with its receipt of such notice, Parent may, at its COFI shall have the option of adjusting the Exchange Ratio to equal the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to x) a level number equal to a quotient (rounded to the nearest one one-ten-thousandth), the numerator of which is the product of 0.825, the Signing Closing Price, 0.80, Starting Price and the Per Share Stock Consideration Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (y) a number equal to a quotient (rounded to the nearest one-ten-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the COFI Ratio. If Parent makes an election contemplated by the preceding sentence COFI so elects, within such five-Business-Day day period, it shall give prompt written notice to the Company of St. Paul xx such election and the adjusted Per Share Stock Considerationrevised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h8.01(f) and this Agreement shall remain in full force and effect in accordance with its terms (except as the Per Share Stock Consideration Exchange Ratio shall have been so adjusted)modified and except that the Effective Date shall occur on the later of the Effective Date as determined pursuant to Section 2.03(i) or (ii) or on the fifth business day after COFI's election as provided in the immediately preceding sentence, and any references in this Agreement to “Per Share Stock Consideration” "Exchange Ratio" shall thereafter be deemed to refer to the Per Share Stock Consideration Exchange Ratio as adjusted pursuant to this Section 9.01(h8.01(f). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange For purposes of shares or similar transaction between the date of the Agreement and the valuation datethis Section 8.01(f), the prices for following terms shall have the common stock of such company will be appropriately adjusted.meanings indicated:

Possible Adjustment. By the Company, if the Company Board so -------------------- determines by the vote of a majority of all of its members, by giving written notice to Parent not later than at any time during the end of the second Business Day next following three-day period commencing with the Determination Date, in the event that if both of the following conditions are satisfied: (i1) the Average Closing Share Price shall be less than 8080.0% of the Signing Closing PriceStarting Price (as the same may be adjusted to reflect any Capital Change); and (ii) (Ai) the number obtained by dividing the Average Closing Share Price by the Signing Closing Starting Price (such number being referred to herein as the “"Parent Ratio”") is shall be less than (Bii) the number obtained by dividing the Final Nasdaq Bank Average Index Price by the Initial Nasdaq Bank Starting Index Price and then multiplying the quotient in this clause by 0.80 (ii)(B) by .80 (such number being referred to herein as the “"Index Ratio”"); subject, however, to the following three sentences. If the Company elects to exercise its termination right pursuant to this Section 9.01(h)the immediately preceding sentence, it shall give written notice to ParentParent (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned three-day period). During the fivetwo-Business-Day day period commencing with its receipt of such notice, Parent may, at its shall have the option of increasing the consideration to be received by the holders of Company Common Stock hereunder by adjusting the Exchange Ratio to equal the lesser of (the “Fill Option”), offer to adjust the Per Share Stock Consideration to i) a level number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the product of the Signing Closing Starting Price, 0.80, and the Per Share Stock Consideration Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Share Price. If Parent makes an election contemplated , and (ii) a number equal to a quotient (rounded to the nearest one ten-thousandth), the numerator of which is the Index Ratio multiplied by the preceding sentence within such five-Business-Day period, it shall give prompt written notice to the Company of such election Exchange Ratio (as then in effect) and the adjusted Per Share Stock Consideration, whereupon no termination shall be deemed to have occurred pursuant to this Section 9.01(h) and this Agreement shall remain in effect in accordance with its terms (except as denominator of which is the Per Share Stock Consideration shall have been so adjusted), and any references in this Agreement to “Per Share Stock Consideration” shall thereafter be deemed to refer to the Per Share Stock Consideration as adjusted pursuant to this Section 9.01(h). If Parent or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of the Agreement and the valuation date, the prices for the common stock of such company will be appropriately adjusted.55