Common Exchange Ratio Clause Samples

Common Exchange Ratio. 2.3(a) Company................................................................
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Common Exchange Ratio. The Common Exchange Ratio shall be equal to the quotient of (i) the quotient of (x) $2,865,348, divided by (y) the Average AMCON Stock Price, divided by (ii) the number of shares of HNWC Common Stock outstanding immediately prior to the Effective Time (excluding the Excluded Shares). Notwithstanding the foregoing, (i) if the Average AMCON Stock Price is greater than $8.00, then the Average AMCON Stock Price shall be deemed to be $8.00 and thus the Common Exchange Ratio shall be the quotient of (A) 358,168, divided by (B) the number of shares of HNWC Common Stock outstanding immediately prior to the Effective Time (excluding the Excluded Shares), or (ii) if the Average AMCON Stock Price is less than $6.00, then the Average AMCON Stock Price shall be deemed to be $6.00 and thus the Common Exchange Ratio shall be the quotient of (C) 477,558, divided by (D) the number of shares of HNWC Common Stock outstanding immediately prior to the Effective Time (excluding the Excluded Shares). The Common Exchange Ratio determined pursuant to this Section 2.2(b) shall be rounded to three decimal places.
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Common Exchange Ratio. The "Common Exchange Ratio" shall --------------------- mean the quotient obtained by dividing (x) the Aggregate Share Number minus the Aggregate Preferred Number, by (y) the sum of (A) the Outstanding Common Amount plus (B) the Outstanding Option Amount.
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Common Exchange Ratio. The "Common Exchange Ratio" shall mean the quotient obtained by dividing (x) the Aggregate Share Number minus the Aggregate Preferred Number, by (y) the sum of (A) the Outstanding Common Amount plus (B) the Outstanding Option Amount plus (C) the Aggregate Additional Conversion Share Number.
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Common Exchange Ratio. ESCROW SHARES; OPTIONS (a) On the Closing Date, the Purchaser shall issue irrevocable instructions to the Escrow Agent, as its transfer agent, to issue to each Shareholder, for each share of Company Common Stock held by such Shareholder, the number of fully paid and nonassessable shares of the Purchaser Common Stock determined by dividing (i) the number of Closing Date Shares by (ii) the Fully Diluted Common Stock Number. The quotient as derived above shall be referred to herein as the "COMMON EXCHANGE RATIO." The number of shares of the Purchaser Common Stock to be issued to each Shareholder of the Company under this Section 2.4.2(a) shall be calculated by aggregating all shares of Company Common Stock held by such Shareholder, so that such number of shares of the Purchaser Common Stock to be issued shall be equal to the aggregate number of shares of Company Common Stock held by such Shareholder multiplied by the Common Exchange Ratio, with cash paid in lieu of any fractional share of the Purchaser Common Stock pursuant to Section 2.4.6 hereof. In addition, on the Closing Date, each Shareholder shall be entitled to receive such Shareholder's PRO RATA portion of the Post-Closing Shares, based upon the allocation of the Escrow Shares among the Shareholders. (b) Notwithstanding the foregoing, (i) that number of Closing Date Shares equal to the quotient of the Escrow Amount divided by the Share Price, and
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Common Exchange Ratio. The "Common Exchange Ratio" shall be 2,700,000 divided by the sum of (A) the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time and (B) the total number of shares of Company Common Stock underlying Company Stock Options outstanding as of immediately prior to the Effective Time.
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Related to Common Exchange Ratio

  • Exchange Ratio The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Units of Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

  • Adjustment of Exchange Ratio In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Exchange Rate The transfers referred to in Articles 6 to 8 of this Agreement shall be effected at the prevailing market rate in freely convertible currency on the date of transfer

  • Adjustment of Exchange Rate The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues to all holders of Common Stock any rights, warrants, options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuance; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuance;