Common Exchange Ratio Clause Samples

Common Exchange Ratio. The Common Exchange Ratio shall be equal to the quotient of (i) the quotient of (x) $2,865,348, divided by (y) the Average AMCON Stock Price, divided by (ii) the number of shares of HNWC Common Stock outstanding immediately prior to the Effective Time (excluding the Excluded Shares). Notwithstanding the foregoing, (i) if the Average AMCON Stock Price is greater than $8.00, then the Average AMCON Stock Price shall be deemed to be $8.00 and thus the Common Exchange Ratio shall be the quotient of (A) 358,168, divided by (B) the number of shares of HNWC Common Stock outstanding immediately prior to the Effective Time (excluding the Excluded Shares), or (ii) if the Average AMCON Stock Price is less than $6.00, then the Average AMCON Stock Price shall be deemed to be $6.00 and thus the Common Exchange Ratio shall be the quotient of (C) 477,558, divided by (D) the number of shares of HNWC Common Stock outstanding immediately prior to the Effective Time (excluding the Excluded Shares). The Common Exchange Ratio determined pursuant to this Section 2.2(b) shall be rounded to three decimal places.

Common Exchange Ratio. The "Common Exchange Ratio" shall --------------------- mean the quotient obtained by dividing (x) the Aggregate Share Number minus the Aggregate Preferred Number, by (y) the sum of (A) the Outstanding Common Amount plus (B) the Outstanding Option Amount.

Common Exchange Ratio. The "Common Exchange Ratio" shall mean the quotient obtained by dividing (x) the Aggregate Share Number minus the Aggregate Preferred Number, by (y) the sum of (A) the Outstanding Common Amount plus (B) the Outstanding Option Amount plus (C) the Aggregate Additional Conversion Share Number.

Common Exchange Ratio. ESCROW SHARES; OPTIONS (a) On the Closing Date, the Purchaser shall issue irrevocable instructions to the Escrow Agent, as its transfer agent, to issue to each Shareholder, for each share of Company Common Stock held by such Shareholder, the number of fully paid and nonassessable shares of the Purchaser Common Stock determined by dividing (i) the number of Closing Date Shares by (ii) the Fully Diluted Common Stock Number. The quotient as derived above shall be referred to herein as the "COMMON EXCHANGE RATIO." The number of shares of the Purchaser Common Stock to be issued to each Shareholder of the Company under this Section 2.4.2(a) shall be calculated by aggregating all shares of Company Common Stock held by such Shareholder, so that such number of shares of the Purchaser Common Stock to be issued shall be equal to the aggregate number of shares of Company Common Stock held by such Shareholder multiplied by the Common Exchange Ratio, with cash paid in lieu of any fractional share of the Purchaser Common Stock pursuant to Section 2.4.6 hereof. In addition, on the Closing Date, each Shareholder shall be entitled to receive such Shareholder's PRO RATA portion of the Post-Closing Shares, based upon the allocation of the Escrow Shares among the Shareholders. (b) Notwithstanding the foregoing, (i) that number of Closing Date Shares equal to the quotient of the Escrow Amount divided by the Share Price, and

Common Exchange Ratio. The "Common Exchange Ratio" shall be 2,700,000 divided by the sum of (A) the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time and (B) the total number of shares of Company Common Stock underlying Company Stock Options outstanding as of immediately prior to the Effective Time.