Exchange Ratios. Where in this Schedule 5 reference is made to a current or past employee of the Xxxxxxx Group (a “Xxxxxxx Participant”) being granted an equivalent award over Xxxxxxx Shares (the “New Award”) in exchange for an existing award over Prudential Shares or ADRs (the “Old Award”):
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").
Exchange Ratios. 2.2 Financing.............................................................5.15 GAAP................................................................4.6(b) Hazardous Materials...................................................4.13 Holdings...................................................
Exchange Ratios. (i) Each share of Common Stock shall be converted into, and become exchangeable for, a fraction of a share of Parent Common Stock determined pursuant to the Common Stock Exchange Ratio (as defined below). For the purposes of this clause (i), "
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 or the Series D Exchange Ratio, as applicable.
Exchange Ratios. 3.1 Based on the aforementioned appraisal report the management of TSU and TND agreed upon the exchange ratio set forth in column 4 of Section 3.3 which falls within the value interval established in the appraisal performed by Banco ABN-AMRO Real S.A., which was considering the discounted cash flow of the Merged Company and the Merging Company, as of March 31, 2004. The Parties understand that the most equitable exchange ratios are reached based on the economic value.
Exchange Ratios. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
Exchange Ratios. Annex II hereto sets forth (i) the per share exchange ratios for the United Artists Stock, the United Artists Preferred Stock, the Xxxxxxx Stock, the Regal Stock, the Regal CineMedia Stock, the outstanding options to acquire shares of common stock of United Artists, par value $0.01 per share and the outstanding options to acquire shares of common stock of Regal, par value $0.001 per share (the "Exchange Ratios"), (ii) the number of shares of Company Class A Common Stock or Company Class B Common Stock to be issued to each Stockholder at the Closing, (iii) the number of shares of Company Class A Common Stock or Company Class B Common Stock subject to Company Warrants to be issued to each United Artists Warrantholder at the Closing and (iv) the numbers of options to acquire Company Class A Common Stock to be issued at the Closing to the holders of outstanding options to acquire shares of common stock of United Artists, par value $0.01 per share and the holders of outstanding options to acquire shares of common stock of Regal, par value $0.001 per share. With respect to each option to acquire Company Class A Common Stock, the exercise price for such option shall be determined by dividing the exercise price with respect to the existing option to be converted in the Exchange by the applicable Exchange Ratio. Annex III hereto sets forth the mathematical formulas used to calculate the Exchange Ratios.
Exchange Ratios. (i) The Primary Exchange Ratio shall be determined by dividing (A) 17,192,648 shares of PhotoLoft Common Stock less the ---- number of shares of PhotoLoft Common Stock equal to the quotient obtained by dividing (1) the sum of any Excess Liabilities and any Net Working Deficit by (2) the Average Price by (B) the number of shares of EVG capital stock issued and outstanding immediately prior to the Effective Time (the "EVG Stock").
