Upset Provision. 2.10.1 After Closing is properly called pursuant to Section 1.2, Company shall have the right to terminate this Plan of Merger upon written notice to Purchaser if the Upset Condition then exists. The “Upset Condition” shall have occurred if both of the following conditions exist: (a) the Final Purchaser Price is less than $12.02 (the “Floor Purchaser Price”); and (b) the number determined by dividing the Final Purchaser Price by $15.02 (the “Initial Purchaser Price”) is less than the number obtained by subtracting (i) .20 from (ii) the quotient obtained by dividing the Final Index Price by the Initial Index Price. The “Final Purchaser Price” means the average closing price of Purchaser Common Stock for the 5 trading days ending on the sixth Business Day prior to the date of Closing on which shares of Purchaser Common Stock were actually traded in transactions reported on The NASDAQ Global Select Market (the “Pricing Period”). The “Initial Index Price” means the closing price of the Nasdaq Bank Index (Nasdaq:IXBK), a sector index maintained by the Nasdaq Stock Market (“Bank Index”) on January 6, 2014. The “Final Index Price” means the closing price of the Bank Index on the last day of the Pricing Period.
Upset Provision. 4 2.3 ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .5 2.4 CESSATION OF STOCKHOLDER STATUS . . . . . . . . . . . . . . . .7 2.5 SURRENDER OF OLD CERTIFICATES AND DISTRIBUTION OF OLD KENT COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . .7 2.6
Upset Provision. After a Closing is properly called pursuant to Section 1.2 (THE CLOSING), CFSB shall have the right to terminate this Plan of Merger if the "Upset Condition" then exists.
Upset Provision. Grand Premier shall have the right to terminate this Plan of Merger by written notice to Old Kent at any time following the Pricing Period, upon the occurrence of an "Upset Condition."
Upset Provision. After Closing is properly called pursuant to Section 1.2, O.A.K. shall have the right to terminate this Plan of Merger upon written notice to Chemical if the Upset Condition then exists.
2.7.1 The "Upset Condition" shall have occurred if both of the following conditions exist:
(a) The Final Chemical Price is less than $18.98 (the "Floor Chemical Price"); and
(b) The number determined by dividing the Final Chemical Price by $23.73 (the "Initial Chemical Price") is less than the number obtained by subtracting (i) 0.20 from (ii) the quotient obtained by dividing the Final Index Price by the Initial Index Price.
Upset Provision. After a Closing is properly called pursuant to Section 1.2 (THE CLOSING), First Evergreen shall have the right to terminate this Plan of Merger if the Final Old Xxxx Xxxxx is less than $35.00 (the "UPSET PRICE"). The "FINAL OLD XXXX XXXXX" means the average of the closing prices per share of Old Kent Common Stock reported on The NASDAQ Stock Market during the 10 consecutive trading days ending on the tenth business day prior to the date of the scheduled Closing (the "PRICING PERIOD"), as reported in the DOW XXXXX NEWS/RETRIEVAL system, or other equally reliable means.
Upset Provision. Within three (3) business days after the Common Exchange Value is determined, Fidelity shall have the right, upon delivery of written notice to PFGI, to terminate this Agreement effective on the thirtieth (30th) day following such notice (the "Effective Termination Date") if the Final PFGI Value is less than Eighty-Five Percent (85%) of the Initial Exchange Value, unless the ratio of the Final PFGI Value to the Initial Exchange Value (the "PFGI Ratio") is greater than or equal to the number obtained by subtracting 0.15 from the ratio of the Final Index Price to the Initial Index Price (the "Index Ratio"), subject, however, to the following provisions. If Fidelity elects to exercise its termination right pursuant to this Section, it shall give prompt written notice thereof to PFGI; provided, that such notice of election to terminate may be withdrawn at any time prior to the Effective Termination Date. During the five (5) day period commencing with its receipt of such notice, PFGI shall have the option to increase the consideration to be received by the holders of Fidelity Common Shares hereunder by adjusting the Per Share Consideration to the lesser of (i) a number which is equal to the Per Share Consideration times a fraction, the numerator of which is Eighty-Five Percent (85%) times the Initial PFGI Value and the denominator of which is the Final PFGI Value, and (ii) a number which is equal to the Per Share Consideration times a fraction, the numerator of which is the Index Ratio minus 0.15 and the denominator of which is the PFGI Ratio (the intent of which is to permit PFGI to increase the Per Share Consideration to such amount as would be sufficient to prevent Fidelity from becoming entitled to exercise its rights under the first sentence of this Section to terminate this Agreement). If PFGI so elects, it shall give, within such five (5) day period, written notice to Fidelity of such election and the revised Per Share Consideration, whereupon no termination shall be deemed to have occurred pursuant to this Section 7.9 and this Agreement shall remain in full force and effect in accordance with its terms (except as the Per Share Consideration shall have been so modified). If the number of shares of common stock of any Index Company is materially changed as a result of a recapitalization, reclassification, subdivision, spinoff, splitup, exchange of shares or readjustment, or stock dividend taking effect after the Initial Index Price is determined and prior...
Upset Provision. 4 2.3 ADJUSTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .6 2.4 CESSATION OF SHAREHOLDER STATUS. . . . . . . . . . . . . . . . .8 2.5 SURRENDER OF OLD CERTIFICATES AND DISTRIBUTION OF OLD KENT COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . .8 2.6
Upset Provision. After a Closing is properly called pursuant to Section 1.2 (THE CLOSING), Pinnacle shall have the right to terminate this Plan of Merger if the "Upset Condition" then exists.
Upset Provision. The "Upset Condition" will have occurred if both of the following conditions exist as of the last day of the Pricing Period: (a) the Final Purchaser Price is less than $23.30; and (b) the number determined by dividing the Final Purchaser Price by $29.13 is less than the number obtained by subtracting (i) 20% from (ii) the quotient obtained by dividing the Final Index Price by 686.39. The "Final Purchaser Price" means the 20-day average closing price of Purchaser Common Stock ending on the fifth Business Day prior to the date of Closing in transactions reported on the OTC Pink marketplace (or such other securities market or stock exchange on which Purchaser Common Stock then principally trades) (the "Pricing Period"), excluding the two highest and two lowest prices during the Pricing Period. The "Final Index Price" means the closing price of the SNL Micro Cap Bank index on the last day of the Pricing Period.
