Common use of Calculations and Adjustments Clause in Contracts

Calculations and Adjustments. (a) The Exchange Ratio is calculated based upon the issuance of an aggregate of 1,155,104 shares of Trustmark Common Stock in exchange for an aggregate of 11,909,127 shares of Cadence Common Stock issued and outstanding as of the date of this Agreement. If, between the date of this Agreement and the Effective Time, the number of shares of Cadence Common Stock issued shall change, the Exchange Ratio and any other relevant provision of this Agreement shall be adjusted to reflect all of the issued and outstanding shares of Cadence Common Stock at the Effective Time. (b) If, subsequent to the date of this Agreement and prior to the Effective Time, the outstanding shares of Trustmark Common Stock shall be increased or exchanged into a different number of shares or shares of a different class by reason of (i) any reclassification, recapitalization, stock split, reverse stock split, or stock dividend with a record date within said period, (ii) a combination or exchange of shares in a transaction in which Trustmark is effectively acquired, or (iii) other like transactions or events resulting in changes in Trustmark’s capitalization, the number of shares of Trustmark Common Stock to be issued and delivered upon the consummation of the Merger as provided in this Agreement shall be appropriately and proportionately adjusted so that the number of such shares that will be issued and delivered as a result of the Merger will equal the number of shares of Trustmark Common Stock that holders of shares of Cadence Common Stock would have received had such reclassification, recapitalization, stock split, or stock dividend, or events occurred immediately following the Effective Time.