Common use of Chemical Clause in Contracts

Chemical. If the Upset Condition occurs and Chemical receives an Increase Notice, Chemical shall either accept or decline the Adjusted Merger Consideration by delivering written notice of its decision to O.A.K. at or before 5:00 pm Midland, Michigan time on the second Business Day after receipt of the Increase Notice (the "Acceptance Period"). If Chemical accepts the Adjusted Merger Consideration within the Acceptance Period, this Plan of Merger shall remain in effect in accordance with its terms except the Merger Consideration shall be equal to the Adjusted Merger Consideration. If Chemical declines the Adjusted Merger Consideration or fails to deliver written notice of its decision to accept or decline the Adjusted Merger Consideration within the Acceptance Period, the Merger shall be abandoned and this Agreement shall thereupon terminate without further action by O.A.K. or Chemical effective as of 5:00 pm Midland, Michigan time on the Business Day following the expiration of the Acceptance Period; provided, that if Chemical so declines the Adjusted Merger Consideration or fails to deliver written notice of its decision to accept or decline the Adjusted Merger Consideration within the Acceptance Period, O.A.K. may, by written notice delivered to Chemical at or before 5:00 pm Midland, Michigan time on the Business Day following the expiration of the Acceptance Period, elect to proceed with the Merger on the basis of the Merger Consideration set forth in Section 2.1.5, subject to applicable adjustment as provided in Section 2.2, and, upon such election, no abandonment of the Merger or termination of the Plan of Merger shall be deemed to have occurred, this Plan of Merger shall remain in effect in accordance with its terms, and the Closing shall thereafter occur, in accordance with the terms of this Plan of Merger.

Chemical. If the Upset Condition occurs and Chemical receives an Increase NoticeNotice pursuant to the preceding Section, Chemical shall either accept or decline the Adjusted Merger Consideration Rate by delivering written notice of its decision to O.A.K. Shoreline at or before 5:00 pm 5 p.m. Midland, Michigan time on the second Business Day business day after receipt of the Increase Notice (the "Acceptance Period"). If Chemical accepts the Adjusted Merger Consideration Rate within the Acceptance Period, this Plan of Merger shall remain in effect in accordance with its terms except that the Merger Consideration Exchange Rate shall be equal to the Adjusted Merger ConsiderationRate. If Chemical declines the Adjusted Merger Consideration Rate within the Acceptance Period or fails to deliver written notice of its decision to accept or decline or the Adjusted Merger Consideration Rate within the Acceptance Period, the Merger shall be abandoned and this Agreement shall thereupon terminate without further action by O.A.K. Shoreline or Chemical effective as of 5:00 pm 5 p.m. Midland, Michigan time on the Business Day business day following the expiration of the Acceptance Period; provided, that if Chemical so declines the Adjusted Merger Consideration Rate or so fails to deliver written notice of its decision to accept or decline the Adjusted Merger Consideration Rate within the Acceptance Period, O.A.K. Shoreline may, by written notice delivered to Chemical at or before 5:00 pm 5 p.m. Midland, Michigan time on the Business Day business day following the expiration of the of the Acceptance Period, elect to proceed with the Merger and the transactions contemplated by this Plan of Merger on the basis of the Merger Consideration Exchange Rate set forth in Section 2.1.5(Conversion of Shoreline Common Stock), subject to applicable adjustment as provided in Section 2.2(Adjustments), and, upon such election, no abandonment of the Merger or termination of the this Plan of Merger shall be deemed to have occurred, occurred and this Plan of Merger shall remain in effect in accordance with its terms, terms and the Closing shall thereafter occur, occur in accordance with the terms of this Plan of Merger.