Common use of Exchange Ratios Clause in Contracts

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.