Calculation of Exchange Ratio. The number of BCI Shares to be issued to each of the XXXX Shareholders for their respective XXXX Shares shall be calculated in accordance with the formula in Section 2.2, using an exchange ratio of 0.7258 (the "Exchange Ratio"). The Exchange Ratio was derived by dividing the total number of BCI Shares to be issued (14,516,000) by the total number of XXXX Shares to be delivered to BCI (20,000,000). In so doing, BCI shall round the result to the nearest whole number (subject to other reasonable adjustments needed to maintain the total number of BCI Shares to be issued is 14,516,000). No fractional shares of BCI common stock shall be issued in connection with the Acquisition.
Calculation of Exchange Ratio. Each of the Company and Parent represent and warrant to the other that the underlying capitalization of each respective party used for the calculation of the Exchange Ratio set forth on Schedule C hereto is true and correct in all respects as of the date hereof.
Calculation of Exchange Ratio. (a) For purposes of this Agreement, the “Determination Date” shall be the date that is ten (10) Business Days prior to the anticipated date for Closing, as agreed upon by Kensington and the Company at least ten (10) Business Days prior to the date of the Kensington Stockholders’ Meeting (the “Anticipated Closing Date”). No later than the Determination Date, the Company shall deliver to Kensington a calculation (the “Exchange Ratio Calculation” setting forth the Company’s good faith, estimated calculation of Exchange Ratio as of the Anticipated Closing Date using an estimate of each component thereof as of such date, prepared and certified by the Company’s chief financial officer or principal accounting officer. The Company shall make relevant back-up materials used or useful in preparing the Exchange Ratio Calculation, as reasonably requested in writing by Kensington, available to Kensington and, if requested in writing by Kensington, its accountants and counsel at reasonable times and upon reasonable notice.
Calculation of Exchange Ratio. The Exchange Ratio shall equal the quotient obtained by dividing (i) the quotient obtained by dividing (A) Company's Net Cash (as defined in Section 2.5(c)) plus the Premium (defined below) by (B) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time by (ii) the average closing price of Parent's Common Stock as reported on the Nasdaq National Market System ("Nasdaq") for the ten trading days prior to (but not including) the third trading day before the Closing Date (the "Parent Closing Price"). The Premium shall equal twenty percent (20%) of Net Cash; provided, however, that if the Parent Closing Price is greater than $9 1/16, then the Premium shall equal the percentage of Net Cash equal to the lesser of (i) twenty percent (20%) plus one-third of the percentage increase of the KeraVision Closing Price above $9 1/16 or (ii) thirty percent (30%). For example, if the KeraVision Closing Price is $10 1/2, then the Premium shall equal 25.29%, calculated as follows:
Calculation of Exchange Ratio. The number of AKI Shares to be issued to each of the SMI Shareholders for their respective SMI Shares shall be calculated in accordance with the formula in Section 2.2, using an exchange ratio of 0.8424408206385 (the "Exchange Ratio"). The Exchange Ratio was derived by dividing the total number of AKI Shares to be issued (10,000,000) by the total number of SMI Shares (11,870,270).
Calculation of Exchange Ratio. (a) The number of Class A Wien (NJ) Shares to be issued to each of the MM2 Shareholders for their respective Class A MM2 Shares shall be calculated in accordance with the formula in SECTION 2.02(A), using an exchange ratio of 11.593333 (the "CLASS A EXCHANGE RATIO"). The Class A Exchange Ratio was derived by dividing the total number of Class A Wien (NJ) Shares to be issued (115,933,333) by the total number of Class A MM2 Shares (10,000,000).
Calculation of Exchange Ratio. (a) For purposes of this Agreement, the “Determination Date” shall be the date that is ten (10) Business Days prior to the anticipated date for Closing, as agreed upon by the SPAC and the Company at least ten (10) Business Days prior to the date of the SPAC Stockholders’ Meeting (the “Anticipated Closing Date”). No later than the Determination Date, the Company shall deliver to the SPAC a calculation (the “Exchange Ratio Calculation”) setting forth the Company’s good faith, estimated calculation of the (i) Exchange Ratio, (ii) Company Closing Debt, (iii) Company Transaction Expenses, (iv) Aggregate Excess Company Transaction Expenses Shares, (v) Aggregate Closing Merger Consideration and (vi) Aggregate Closing Merger Consideration Value (each an “Exchange Ratio Component”), in each case, as of the Anticipated Closing Date (using an estimate of each component thereof as of such date, prepared and certified by the Company’s chief financial officer or principal accounting officer). The Company shall make relevant back-up materials used or useful in preparing the Exchange Ratio Calculation, as reasonably requested in writing by the SPAC, available to the SPAC and, if requested in writing by the SPAC, its accountants and counsel at reasonable times and upon reasonable notice.
Calculation of Exchange Ratio. The number of BCI Shares to be issued to each of the XXXX Shareholders for their respective XXXX Shares shall be calculated in accordance with the formula in Section 2.02, using an exchange ratio of 0.7258 (the "Exchange Ratio"). The Exchange Ratio was derived by dividing the total number of BCI Shares to be issued (14,516,000) by the total number of XXXX Shares (20,000,000).
Calculation of Exchange Ratio. For the purposes of this Agreement "Exchange Ratio" shall mean the quotient obtained when (i) the Share Consideration (as defined in Section 1.09 hereof) is divided by (ii) the Aggregate Fully-Diluted Company Shares. For the purposes of this Agreement, "Aggregate Fully-Diluted Company Shares" shall mean the sum of all outstanding Common Shares immediately prior to the Effective Time plus all of the Common Shares issuable upon the exercise in full of all Company Options outstanding immediately prior to the Effective Time.
Calculation of Exchange Ratio. The number of FFAX Shares to be issued to each of the CXNC Shareholders for their respective CXNC Shares shall be calculated in accordance with the formula in Section 2.02, using an exchange ratio of two (2) for one (1) (the "Exchange Ratio"). The Exchange Ratio was derived by dividing the total number of FFAX Shares to be issued (28,836,566) by the total number of CXNC Shares 14,418,283).
