Exchange Ratio Sample Clauses

Exchange Ratio. 2.5(b) Expense Amount.........................................9.2(b)

Exchange Ratio. 2.1(a) GAAP.......................................................................3.4

Exchange Ratio. 4 FDIC...........................................................................7

Exchange Ratio. The Company shall promptly give public notice of any such exchange (with a copy provided to the Rights Agent); 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 provided in this Agreement 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 unexerciseable pursuant to the provisions of Section 7(e)) held by each holder of Rights.

Exchange Ratio. (a) NHT currently has outstanding 78,571 shares of Common Stock. In connection with the Closing, it is intended that, the former shareholders of Es3 would receive 18,108,750 shares of Common Stock (assuming 100% of the Es3 shareholders become Sellers), that Crown Partners will receive 905,438 shares of Common Stock (the "Crown Shares"), and that two consultants to NHT will receive 400,000 shares of Common Stock (the "Consultant Shares"). Holders of Es3 Options would receive warrants to purchase 1,900,000 shares of Common Stock. (b) If between the date of this Agreement and the Closing Date, there shall be any other change in the number of shares of outstanding capital stock of either NHT or Es3, the Exchange Ratio shall be adjusted such that immediately following the Closing, the aggregate number of shares of Common Stock issued to each represents the percentage ownership set forth above. (c) If between the date of this Agreement and the Closing Date, the holders of issued and outstanding Es3 Shares constituting less than one hundred percent (100%) but more than eighty percent (80%) have agreed to the Exchange contemplated hereunder, then Es3 shall proceed to the Closing of the Exchange, subject to satisfaction of the conditions set forth in Section 7.1. For a period of three months following the Closing Date, NHT may, but shall not be required to accept for Exchange any Es3 Shares then held by any shareholder who has not yet accepted the Exchange (a "Delayed Shareholder"), subject to such shareholder's execution of this Agreement as a Seller for all intents and purpose, including but not limited to assuming all representations, warranties and undertakings of the Sellers hereunder and performance of all of the conditions for Closing to be performed by each Seller hereunder. Until such time as a Delayed Shareholder executes this Agreement and submits his Es3 Shares in exchange for shares of Common Stock (thereby becoming a Seller), and such exchange is accepted by NHT, such Delayed Shareholder shall remain a shareholder of Es3 and shall not be considered a shareholder of NHT and shall not be entitled to any of the rights thereof, including without limitation the right to vote or receive any distributions with respect thereto.

Exchange Ratio. Section 1.8(b) .............

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.

Exchange Ratio. The "Exchange Ratio" is as follows: Each share of Company Common Stock shall be converted into one share of Parent Common Stock in the Merger, an Exchange Ratio of 1:1.

Exchange Ratio. 3 Expenses................................................................. 46