Ratio of Exchange. The securities of Client owned by the Shareholders, and the relative securities of Acquisition for which they will be exchanged, are set out opposite their names in Exhibit A.
Ratio of Exchange. The securities of BCA owned by the BCA Shareholders, and the relative securities of Millennium for which they will be exchanged, are set out opposite their names in Exhibit A.
Ratio of Exchange. The securities of Target owned by the Shareholders, and the relative securities of Acquirer for which they will be exchanged, are set out opposite their names in Exhibit A.
Ratio of Exchange. The securities of CAI owned by the Shareholders, and the relative securities of IVOC for which they will be exchanged.
Ratio of Exchange. The securities of Forestay owned by the Shareholders, and the relative securities of Milinx for which they will be exchanged, are set out opposite their names in Exhibit A.
Ratio of Exchange. Subject to all terms and conditions of this ----------------- Agreement, First Financial shall be obligated to issue and exchange .888 shares of First Financial Stock for each share of Southlake Bancshares Stock tendered by the Shareholders who accept the exchange offer during the time period the exchange offer is in effect; PROVIDED, HOWEVER, that if, prior to consummation of the proposed exchange offer, a share of First Financial Stock shall be changed into a different number of shares of First Financial Stock or a different class of shares by reason of reclassification, recapitalization, splitup, exchange of shares or adjustments, or if a stock dividend thereon shall be declared with a record date within such period, then the number of shares of First Financial Stock into which a share of Southlake Bancshares Stock shall be exchanged will be appropriately and proportionately adjusted so that each Shareholder of Southlake Bancshares Stock shall be entitled to receive such number of shares of First Financial Stock as such Shareholder would have received pursuant to such reclassification, recapitalization, splitup, exchange of shares or adjustments, or as a result of such stock dividend, had the record date thereof been immediately following consummation of the exchange; FURTHER PROVIDED, the exchange ratio shall be adjusted if the Market Value (as herein defined) of First Financial Stock is less than $40.00 per share, or, if the Book Value of Southlake Bancshares Stock (as herein defined) is less than $17.75 per share, as of the "MARKET VALUE DATE" which shall be the last business day of the calendar month preceding the date First Financial has received written notice that the Board of Governors of the Federal Reserve System has approved the application filed by First Financial to acquire all of the Southlake Bancshares Stock. If, as of the Market Value Date, the Market Value of First Financial Stock is less than $40.00 per share, the exchange ratio shall be adjusted by (i) multiplying the exchange ratio by a fraction, the numerator of which is $40.00 and the denominator of which is the Market Value of First Financial Stock. If, as of the Market Value Date, the Book Value of Southlake Bancshares Stock is less than $17.75 per share, the exchange ratio shall be adjusted by (ii) multiplying the exchange ratio by a fraction, the denominator of which is $17.75 and the numerator of which is the Book Value of Southlake Bancshares Stock. If, as of the Market Valu...
Ratio of Exchange. The securities of OPLI owned by the Shareholders, and the relative securities of CAI for which they will be exchanged, are set out in Exhibit A.
Ratio of Exchange. The securities of CSI owned by the Shareholder, and the relative securities of CAI for which they will be exchanged, are set out in Exhibit A.
Ratio of Exchange. The securities of Erez Ltd. owned by the Shareholders, and the relative securities of Erez USA for which they will be exchanged, are set out opposite their names in Exhibit A.
Ratio of Exchange. Pursuant to this Agreement, each issued and outstanding share of common stock of Heritage ("Heritage Common Stock") shall be exchanged, and become exchangeable, for 0.3866 shares of validly issued, fully paid and nonassessable common stock, without par value, of BrewCo ("BrewCo Common Stock").
