the Exchange Ratio. Notwithstanding any other provisions of this Section 1.4(a), if use of the above methods would disqualify the Merger as a "pooling of interests" for financial accounting purposes, then such methods will be adjusted to the extent necessary to preserve such accounting treatment. In addition, prior to the Effective Time, the Company will make any amendments to the terms of such Company Stock Option Plans that are necessary to give effect to the transactions contemplated by this Section 1.4. The Company represents and warrants that no consents are or will be necessary to give effect to the transactions contemplated by this Section 1.4.
the Exchange Ratio. (a) For purposes of this Agreement, and subject to the provisions of Section 7.01(c), the Exchange Ratio shall be:
(i) if the Alliance Bancorp Market Value is less than or equal to $30.475 and greater than or equal to $22.525, then 1.1981 shares of Alliance Bancorp Common Stock;
(ii) if the Alliance Bancorp Market Value is greater than $30.475 and less than or equal to $35.00, then that number of shares of fully paid and nonassessable shares of Alliance Bancorp Common Stock, determined by dividing $36.5125 by the Alliance Bancorp Market Value;
(iii) if the Alliance Bancorp Market Value is greater than $35.00, then 1.0432 shares of Alliance Bancorp Common Stock; and
(iv) if the Alliance Bancorp Market Value is less than $22.525, then that number of shares of fully paid and nonassessable shares of Alliance Bancorp Common Stock, determined by dividing $26.9875 by the Alliance Bancorp Market Value, subject to the provisions of Section 7.01(c) of this Agreement.
(b) In the event that, between the date hereof and prior to the Company Merger Effective Date, the outstanding shares of Alliance Bancorp Common Stock shall have been increased, decreased or changed into or exchanged for a different number or kind of shares or securities by reorganization, recapitalization, reclassification, stock split or other like changes in the capitalization of Alliance Bancorp, or if a stock dividend is declared on Alliance Bancorp Common Stock with a record date (as to a stock split, the pay date) within such period, then an appropriate and proportionate adjustment shall be made in the number and kind of shares of Alliance Bancorp Common Stock to be thereafter delivered pursuant to this Agreement, and the Exchange Ratio set forth herein, so that each shareholder of SWB shall be entitled to receive such number of shares of Alliance Bancorp Common Stock or other securities as such shareholder would have received pursuant to such reorganization, recapitalization, reclassification, stock split, exchange of shares or readjustment or other like changes in the capitalization of Alliance Bancorp, or as a result of a stock dividend on Alliance Bancorp Common Stock, had the record (or pay) date therefor been immediately following the Company Merger Effective Date.
the Exchange Ratio. If the foregoing calculation results in the total Replacement Warrants of a particular holder being exercisable for a number of Wolverine Shares that includes a fractional Wolverine Share, the total number of Wolverine Shares subject to such holder's total Replacement Warrants shall be rounded down to the nearest whole number of Wolverine Shares. All terms and conditions of a Replacement Warrant, including the term to expiry, conditions to and manner of exercising, will be the same as the Innovations Warrant for which it was exchanged (in all cases subject to customary adjustments for share reorganizations, reclassifications, consolidations, or subdivisions), and any certificate or option agreement previously evidencing the Innovations Warrant shall thereafter evidence and be deemed to evidence such Replacement Warrant, and:
2.3.2.1 each Innovations Warrant Holder shall cease to be the holder of Innovations Warrants, or have any rights as a holder of such Innovations Warrants (other than to receive Replacement Warrants in accordance with the terms hereof);
2.3.2.2 the name of each Innovations Warrant Holder shall be removed from the applicable register of Innovations Warrants maintained by or on behalf of the Company; and
2.3.2.3 all Innovations Warrants exchanged pursuant to this Section 2.3.2 shall be cancelled.
the Exchange Ratio. The Enron Options will maintain the same vesting provisions (other than vesting provisions dependent upon the financial performance of EPP, which shall be revised as determined by the Compensation Committee of the Board of Directors of Enron) and exercise term as, and shall otherwise have terms substantially similar to, the EPP Options; PROVIDED, HOWEVER, that upon consummation of the Merger the Enron Options held as a result of the Merger by officers, directors and employees of EPP who are involuntarily terminated by Enron or one of its subsidiaries on the date of the Effective Time will become 100% vested. All outstanding options to purchase Common Shares of EPP held by Enron shall be canceled upon consummation of the Merger. Enron covenants and agrees to issue the Enron Options, to reserve and make available for issuance upon exercise of the Enron Options all shares of Enron Common Stock covered thereby and to amend its Registration Statement on Form S-8, if required, or file a new registration statement to cover the additional shares of Enron Common Stock subject to Enron Options, if required.
the Exchange Ratio. Accordingly, the number of shares of Cisco Stock subject to each Compatible Option hereby assumed shall be as specified for that option below, and the adjusted exercise price payable per share of Cisco Stock under the assumed Compatible Option shall also be as indicated for that option below.
the Exchange Ratio. The Exchange Ratio is determined based on the followings:
i) the purchase price of the CRBC Shares of RMB14.53 per share, representing a premium of approximately 23.03% over the Average Trading Price per CRBC Share of RMB11.81 for the 20 business days prior to the Last Dealing Date; and
ii) the issue price of the A Shares to be determined according to the market consultation results. The Exchange Ratio in the Merger Agreement, on a preliminary basis, will be the purchase price of CRBC Shares divided by the issue price of the A Shares (rounded to two decimal places). If there are payments of dividends, bonus issue or capitalization issue of CRBC Shares or other ex-rights or ex-dividends matters before the completion date of the Merger Arrangement, the purchase price of the CRBC Shares will be adjusted as follows:
i) In the event of an ex-rights matter:
ii) In the event of an ex-dividend matter:
the Exchange Ratio. For purposes of this Agreement, the Exchange Ratio means the number of shares of Pocahontas Bancorp Common Stock determined by dividing the stated book value per share of Marked Tree Bancshares by the stated book value per share of Pocahontas Bancorp; provided, however, if the Valuation Period Market Value is more than 15% higher or more than 15% lower than the Base Market Value, then the Exchange Ratio shall be decreased by the percentage by which the Valuation Period Market Value is higher than the Base Market Value or increased by the percentage by which the Valuation Period Market Value is lower than the Base Market Value, respectively. For the purposes of the preceding sentence, stated book value per share shall be calculated as of the last calendar quarter-end prior to the Closing Date and shall be calculated in accordance with GAAP.
the Exchange Ratio. The per Share price premium which ADT Shareholders will receive in the Offer, and the dividend which ADT Shareholders will receive as holders of Western Resources Common Stock, will depend on the Exchange Ratio at the time of consummation of the Offer. Such Exchange Ratio will be determined based on the Western Resources Average Price; provided that the Exchange Ratio will not be more than 0.42017 shares of Western Resources Common Stock per Share. The amount of cash provided in the Offer will be $10.00 net per Share, regardless of the level of the Exchange Ratio. Pursuant to the Offer, each Share will be exchanged for $10.00 net in cash and $12.50 of Western Resources Common Stock as long as the Western Resources Average Price is $29.75 or higher. If the Western Resources Average Price is less than $29.75, then each Share will be exchanged for $10.00 net in cash and less than $12.50 of Western Resources Common Stock. The following chart sets forth a range of possible Western Resources Average Prices and the corresponding (i) Exchange Ratio, (ii) the dollar value of the Stock Consideration to be received per Share, (iii) the dollar value of the Cash Consideration to be received per Share, (iv) the total dollar value of the Offer Consideration to be received per Share, and (v) Share price premium over the closing Share price on the last trading day prior to the public announcement of the Offer. The Western Resources Average Prices set forth below are for illustrative purposes only and are not intended to be an exhaustive list of Western Resources Average Prices. There can be no assurance that the actual Western Resources Average Price will be in the range set forth below. PREMIUM TO ADT WESTERN SHAREHOLDERS RESOURCES VALUE OF TOTAL VALUE (DECEMBER AVERAGE EXCHANGE STOCK VALUE OF CASH OF OFFER 17, 1996 PRICE RATIO CONSIDERATION CONSIDERATION CONSIDERATION CLOSING PRICE) $25.00 0.42017 $10.50 $10.00 $20.50 1.9% 25.50 0.42017 10.71 10.00 20.71 2.9% 26.00 0.42017 10.92 10.00 20.92 4.0% 26.50 0.42017 11.13 10.00 21.13 5.0% 27.00 0.42017 11.34 10.00 21.34 6.0% 27.50 0.42017 11.55 10.00 21.55 7.1% 28.00 0.42017 11.76 10.00 21.76 8.1% 28.50 0.42017 11.97 10.00 21.97 9.2% 29.00 0.42017 12.18 10.00 22.18 10.2% Collar 29.50 0.42017 12.39 10.00 22.39 11.3% 29.75 0.42017 12.50 10.00 22.50 11.8% 30.00 0.41667 12.50 10.00 22.50 11.8% 30.50 0.40984 12.50 10.00 22.50 11.8% 31.00 0.40323 12.50 10.00 22.50 11.8% 31.50 0.39683 12.50 10.00 22.50 11.8% 32.00 0.39063 12.50 10.00 ...
the Exchange Ratio. For purposes of this Agreement, the Exchange Ratio shall mean the number of shares of Pocahontas Bancorp Common Stock equal to the result obtained by dividing $15.00 by the Pocahontas Bancorp Market Value, rounded to the nearest one-thousandth decimal place.
the Exchange Ratio. After the Effective Time, the Surviving Corporation shall deliver to the holder of each such warrant or option appropriate notice setting forth the number of shares of the Surviving Corporation's Class A Common Stock purchasable in the corresponding exercise price thereunder.
