Upset Provision Clause Samples
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. 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 ▇▇▇▇ ▇▇▇▇▇ is less than $35.00 (the "UPSET PRICE"). The "FINAL OLD ▇▇▇▇ ▇▇▇▇▇" 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 ▇▇▇▇▇ NEWS/RETRIEVAL system, or other equally reliable means.
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. 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 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. On the date of the Closing, ICNB shall have the right to terminate this Plan of Merger upon written notice to the Acquirer if the Upset Condition (defined below) then exists.
2.2.1 The “Upset Condition” shall have occurred if both of the following conditions exist:
(a) The Final Acquirer Price (as defined below) is less than $18.40 (the “Floor Acquirer Price”); and
(b) The number determined by dividing the Final Acquirer Price by $21.65(the “Initial Acquirer Price”) is less than the number obtained by subtracting (i) 0.15 from (ii) the quotient obtained by dividing the Final Index Value (as defined below) by the Initial Index Value (as defined below) (“Index Value Ratio”).
Upset Provision. In the event that Angels or Mr. Cocks are unable to finance $1,000,000 (USD) in 90 days from the signing of this Agreement (at terms acceptable to the Board of Directors), the Company will acquire 4,500,000 of the Payment Shares in exchange for the mutual release of this Agreement by all parties. In the event that Angels and Mr. Cocks are unable to finance less than $2,000,000 (USD) within 90 days from the signing of this Agreement, the Company will have the right to cancel 2,500,000 of the total Payment Shares.
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