Satisfaction of Conditions to Closing. Notwithstanding any other provision of this Agreement, if the application of the provisions of this Section would result in Holders receiving a number of shares of Emclaire Common Stock that would prevent the Per Share Merger Consideration from consisting in the aggregate of 45.0% Cash Merger Consideration and 55.0% Stock Merger Consideration or otherwise prevent the satisfaction of any of the conditions set forth in Article 7 hereof, the number of shares otherwise allocable to Holders pursuant to this section shall be adjusted in an equitable manner as shall be necessary to enable the satisfaction of all conditions.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Emclaire Financial Corp), Agreement and Plan of Reorganization (Peoples Savings Financial Corp /Pa/)