Exchange Ratios Clause Samples
Exchange Ratios. Where in this Schedule 5 reference is made to a current or past employee of the ▇▇▇▇▇▇▇ Group (a “▇▇▇▇▇▇▇ Participant”) being granted an equivalent award over ▇▇▇▇▇▇▇ Shares (the “New Award”) in exchange for an existing award over Prudential Shares or ADRs (the “Old Award”):
(A) the number of ▇▇▇▇▇▇▇ Shares over which a New Award is granted in respect of any Old Award granted under the PLTIP will be calculated by reference to the average mid-market closing prices over:
(i) in relation to a Prudential ADR, the last ten dealing days when the Prudential ADR retained the right to receive the Demerger Dividend; and
(ii) in relation to a ▇▇▇▇▇▇▇ Share, the first ten dealing days following the start of regular trading of the ▇▇▇▇▇▇▇ Shares on the NYSE, or on such other basis as is permitted by the PLTIP rules;
(B) any New Award calculated in accordance with (A) will be granted subject to the terms of the PLTIP rules, except that references in those terms to the “Company” will be to ▇▇▇▇▇▇▇ and references to “Shares” will be to ▇▇▇▇▇▇▇ Shares (meaning that, following the Demerger, references to the “Committee” and the “Share Plan Committee” will be construed as references to the Compensation Committee of ▇▇▇▇▇▇▇);
(C) the number of ▇▇▇▇▇▇▇ Shares over which a New Award is granted in respect of any Old Award granted under the GDBP, DAIP or RSP will be calculated as the sum of:
(i) the number of ▇▇▇▇▇▇▇ Shares which the ▇▇▇▇▇▇▇ Participant would have received if the ▇▇▇▇▇▇▇ Participant had been the beneficial owner of the Prudential ADRs subject to the ▇▇▇▇▇▇▇ Participant’s Old Award at the Demerger Record Time; and
(ii) an additional number of ▇▇▇▇▇▇▇ Shares calculated by dividing (a) the total value of the Prudential ADRs subject to the Old Award (measured as the number of such ADRs multiplied by the mean of the mid-market closing values of a Prudential ADR for the first 10 dealing days following the start of regular trading of the ▇▇▇▇▇▇▇ Shares on the NYSE), divided by (b) the mean mid-market closing value of a ▇▇▇▇▇▇▇ Share for the same period or on such other basis as is permitted by the rules of the relevant plan(s);
(D) ▇▇▇▇▇▇▇ will take appropriate steps to give legal effect to the New Awards as soon as reasonably practicable following the Demerger;
(E) New Awards will, so far as practicable, be granted on the same terms as, (in the case of Old Awards granted under the PLTIP) and on broadly equivalent terms to, (in the case of Old Awards granted under the G...
Exchange Ratios. 1.6(e) Express Shares............................. 1.11 FCC........................................ 3.6(b)
Exchange Ratios. (a) Subject to the provisions of this Article, by virtue of the Merger and without any action on the part of the holder thereof, at the Effective Time, (i) each share of FDB Common Stock issued and outstanding immediately prior to the Effective Time shall become and automatically be converted into 1.638 shares of Newco Common Stock (the "FDB Exchange Ratio") and shall thereafter represent the right to receive and be exchangeable for such number of shares, rounded to the nearest hundredth of a share (subject to the provisions of Sections 3.2(b) and (c)), of Newco Common Stock (the "FDB Exchange Shares"), and (ii) each share of BIF Common Stock issued and outstanding immediately prior to the Effective Time shall become and automatically be converted into one (1) share of Newco Common Stock (the "BIF Exchange Ratio") and shall thereafter represent the right to receive and be exchangeable for such number of shares, rounded to the nearest hundredth of a share (subject to the provisions of Sections 3.2(b) and (c), of Newco Common Stock (the "BIF Exchange Shares").
(b) After the Effective Time, no holder of FDB Common Stock or BIF Common Stock which is issued and outstanding immediately prior to the Effective Time will have any rights in respect of such FDB Common Stock or BIF Common Stock, respectively, except: (i) to receive shares of Newco Common Stock for the shares of FDB Common Stock or BIF Common Stock, respectively, converted as provided in this Section 3.2(a), plus an amount in cash, as provided below, for any fractional share of Newco Common Stock which such holder would have been entitled to receive; or (ii) to receive payment for such shares of FDB Common Stock or BIF Common Stock, respectively, in the manner and to the extent provided in Section 262 of the Delaware Code.
Exchange Ratios. 2.2 Financing.............................................................5.15 GAAP................................................................4.6(b) Hazardous Materials...................................................4.13 Holdings...................................................
Exchange Ratios. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
(a) Each of the shares of the Common Stock, par value $.001 per share, of Company (collectively, the "Company Common Shares"), issued and outstanding immediately prior to the Effective Time (other than Company Common Shares held in the treasury of Company or by any subsidiary of Company) shall be converted into the right to receive 0.414423 shares (the "Common Exchange Ratio") of Common Stock, no par value, of Parent (the "Parent Common Shares"), and cash in lieu of fractional Parent Common Shares, if any, payable pursuant to Section 3.5, issuable or payable upon the surrender of the certificate formerly representing such Company Common Share;
(b) Each of the shares of the Series A Convertible Preferred Stock, par value $.001 per share, of Company (collectively, the "Company Series A Preferred Shares"), issued and outstanding immediately prior to the Effective Time (other than Company Series A Preferred Shares held in the treasury of Company or by any subsidiary of Company) shall be converted into the right to receive 0.427823 shares (the "Series A Exchange Ratio") of Series A Convertible Preferred Stock, $.01 par value, of Parent having the rights and preferences set forth in Exhibit 6.1(b)(1) hereto (collectively, the "Parent Series A Preferred Shares"), and cash in lieu of fractional Parent Series A Preferred Shares, if any, payable pursuant to Section 3.5, issuable or payable upon the surrender of the certificate formerly representing such Company Series A Preferred Share;
(c) Each of the shares of the Series B Convertible Preferred Stock, par value $.001 per share, of Company (collectively, the "Company Series B Preferred Shares" and together with the Company Common Shares and the Company Series A Preferred Shares, the "Company Shares"), issued and outstanding immediately prior to the Effective Time (other than Company Series B Preferred Shares held in the treasury of Company or by any subsidiary of Company) shall be converted into the right to receive 0.427823 shares (the "Series B Exchange Ratio") of Series B Convertible Preferred Stock, $.01 par value, of Parent having the rights and preferences set forth in Exhibit 6.1(b)(1) hereto (collectively, the "Parent Series B Preferred Shares" and together with the Parent Common Shares and the Parent Series A Preferred Shares, the "Parent Shares"), and cash in lieu of fractional Parent Series B Preferre...
Exchange Ratios. The "Exchange Ratios" shall mean the Common Exchange Ratio, the Series A Exchange Ratio, the Series B Exchange Ratio, the Series C Exchange Ratio, the Series D Exchange Ratio or the Additional Conversion Share Exchange Ratio, as applicable.
Exchange Ratios. 4 GAAP..........................................................................10
Exchange Ratios. (a) Definitions:
Exchange Ratios. (1) Each P2S common and preferred share, option and warrant will be exchanged for that number of JGUR common and preferred shares, options and warrants equal to: [30,000,000 divided by the sum of all issued and outstanding P2S common and preferred shares, options and warrants as of the Effective Time as set forth in Exhibit 3.1] (the "Exchange Ratio") as shown in total in Exhibit 3.
1.1. For example, if the sum of all issued and outstanding P2S common and preferred shares, options and warrants as of the Effective Time is 12.0 million then the Exchange Ratio would equal 2.50 (i.e., a shareholder owning 10,000 P2S common shares would receive 25,000 JGUR common shares).
(2) In addition, each P2S common share and P2S Series C preferred share will be exchanged for that number of JGUR Series X Preferred Stock, $0.001 par value per share ("JGUR Series X Preferred") equal to: [100,000 divided by the sum of all P2S common shares and P2S Series C preferred shares as of the Effective Time as set forth in Exhibit 3.1] (the "Preferred Exchange Ratio") as shown in total in Exhibit 3.
1.1. For example, if the sum of all issued and outstanding P2S common and Series C preferred shares as of the Effective Time is 4.0 million, then the Preferred Exchange Ratio would equal 0.025 (i.e., a shareholder with 10,000 P2S common shares would receive 250 shares of JGUR Series X Preferred.
Exchange Ratios. Subject to the terms, conditions, and limitations set forth herein, upon surrender of his or her certificate or certificates in accordance with Section 1.1 hereof:
(i) each holder of shares of Company Common Stock shall be entitled to receive, in exchange for each share of Company Common Stock held of record by such stockholder as of the Effective Date, that number of shares of the common stock of Zions Bancorp, no par value (the "Zions Bancorp Stock") calculated by dividing 573,135 by the total number of shares of Company Common Stock that shall be issued and outstanding at the Effective Date; and
(ii) each holder of shares of Valley Common Stock other than Val Cor shall be entitled to receive from Val Cor, in exchange for each share of the common stock of Valley, $5.00 par value (the "Valley Common Stock") held of record by such stockholder as of the Effective Date, $47.25.