Common use of Upset Provision Clause in Contracts

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. 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 11.13 (the “Floor Purchaser Price”); and (b) the number determined by dividing the Final Purchaser Price by $15.02 13.91 (the “Initial Purchaser Price”) is less than the number obtained by subtracting (i) .20 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 10 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 6July 24, 2014. The “Final Index Price” means the closing price of the Bank Index on the last day of the Pricing Period.

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.