The Exchange Ratio Sample Clauses

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. The Exchange Ratio shall be determined by ------------------ dividing (i) a number of shares equal to (A) 775,000 shares (the "Merger ------ Shares"), less (B) the aggregate number of shares of GeoCities Common Stock ------ equal to the quotient obtained by dividing (1) an amount equal to the sum of the Excess Starseed Liabilities (as defined below) plus the Transaction Expenses (as defined below) by (2) the Average Price (as defined in Section 2.1(g) below); by (ii) the sum of (A) the number of shares of Starseed Common Stock outstanding at the Effective Time, plus (B) the number of shares of Starseed Common Stock that are issuable pursuant to all securities convertible into Starseed Common Stock and all stock options, warrants and other rights (if any) to purchase Starseed Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) the Warrant of Starseed dated September 1, 1998 held by GeoCities (the "GeoCities Warrant") and (ii) the Signing Payment Warrant (as defined in ----------------- Section 5.8 below)), whether or not such convertible securities or options, warrants or other rights are then convertible or exercisable (the "Starseed Share Amount"). -------- ------------ For purposes of this Agreement, "Excess Starseed Liabilities" means any and --------------------------- all liabilities, costs or expenses of Starseed in excess of $100,000 incurred in the ordinary course of business and outstanding as of the Closing Date. "Transaction Expenses" means (x) any and all costs and expenses of Starseed -------------------- incurred in connection with the Merger and the transactions contemplated hereby (including, without limitation, fees and expenses of legal counsel, finance advisors and accountants) and (y) an amount equal to one-half of any Indemnity Insurance Premium, which amount shall not exceed $50,000). For purposes of this Agreement, Excess Starseed Liabilities shall exclude (i) amounts owed to GeoCities under both the Promissory Note (as defined in Section 5.3 below) and Signing Promissory Note (as defined in Section 5.8 below), (ii) up to $45,000 of capital lease obligations of Starseed, and (iii) the Transaction Expenses.

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. 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.

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. 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. The parties intend that the conversion of OLYMPIC Stock Options hereunder will meet the requirements of Section 424(a) of the Code in the case of incentive stock options and this Section 2.4(a) shall be interpreted or modified consistent with such intention. The terms of OLYMPIC Stock Plans permit the assumption of options to purchase OLYMPIC Common Stock as provided in this Section 2.4(a), without the consent or approval of the holders of such options, shareholders or otherwise. Except as set forth on Section 2.4(a) of OLYMPIC Disclosure Schedule, the Merger will not terminate or accelerate any OLYMPIC Stock Option or any right of exercise, vesting or repurchase relating thereto with respect to FMFK Common Stock acquired upon exercise of such assumed OLYMPIC Stock Option. Holders of OLYMPIC Stock Options will not be entitled to acquire OLYMPIC Shares after the Merger. In addition, prior to the Effective Time, FMFK and/or OLYMPIC, as the case may be, will make any amendments to the terms of such stock option or compensation plans, arrangements or agreements that are necessary to give effect to the transactions contemplated by this Section 2.4 (including without limitation the increase of number of shares authorized thereunder and/or the adoption of a new stock option plan).

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.