The Exchange Ratio. (a) For purposes of this Agreement, and subject to the provisions of Section 7.01(c), the Exchange Ratio shall be:
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. The Exchange Ratio shall be determined by ------------------ dividing
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. (a) The “
The Exchange Ratio. Accordingly, the number of shares of Cisco Stock subject to each Compatible Option hereby assumed shall be as specified for that option below, and the adjusted exercise price payable per share of Cisco Stock under the assumed Compatible Option shall also be as indicated for that option below.
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. 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:
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.
