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”):
(A) the number of Xxxxxxx 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 Xxxxxxx Share, the first ten dealing days following the start of regular trading of the Xxxxxxx 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 Xxxxxxx and references to “Shares” will be to Xxxxxxx 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 Xxxxxxx);
(C) the number of Xxxxxxx 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 Xxxxxxx Shares which the Xxxxxxx Participant would have received if the Xxxxxxx Participant had been the beneficial owner of the Prudential ADRs subject to the Xxxxxxx Participant’s Old Award at the Demerger Record Time; and
(ii) an additional number of Xxxxxxx 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 Xxxxxxx Shares on the NYSE), divided by (b) the mean mid-market closing value of a Xxxxxxx Share for the same period or on such other basis as is permitted by the rules of the relevant plan(s);
(D) Xxxxxxx 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. 2.2 Financing.............................................................5.15 GAAP................................................................4.6(b) Hazardous Materials...................................................4.13 Holdings...................................................
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. (a) The exchange ratio to be set forth in the Articles of Merger (the "Exchange Ratio") shall be 1.4063 of a common share of beneficial interest, $0.01 par value per share, of EOP ("EOP Common Share") for each share of common stock, $0.01 par value per share, of Beacon ("Beacon Common Share") outstanding immediately prior to the Effective Time.
(b) The exchange ratio to be set forth in the Articles of Merger (the "Preferred Exchange Ratio") shall be one 8.98% Series A Cumulative Redeemable preferred share of beneficial interest, liquidation preference $25.00 per share, of EOP ("EOP Preferred Share" and, together with the EOP Common Shares, the "Merger Consideration") for each share of 8.98% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, of Beacon ("Beacon Preferred Share") outstanding immediately prior to the Effective Time. The holders of the EOP Preferred Shares issued in the Merger shall be entitled to the same rights and privileges as the holders of the Beacon Preferred Shares outstanding on the date hereof.
(c) The exchange ratio to be set forth in the Certificate of Merger (the "Unit Exchange Ratio") shall be 1.4063 of a Class A Unit (as defined in the EOP Partnership Agreement) of EOP Partnership ("EOP OP Unit"), for each Partnership Unit (as defined in the Amended and Restated Agreement of Limited Partnership of Beacon Partnership (the "Beacon Partnership Agreement")) other than Series A Preferred Units (as defined in the Beacon Partnership Agreement) ("Beacon OP Unit") outstanding immediately prior to the Effective Time. The holders of the EOP OP Units issued in the Partnership Merger shall be entitled to redeem such EOP OP Units immediately following the consummation of the Partnership Merger (and thereafter) pursuant to the terms of the EOP Partnership Agreement, and shall be entitled to the same rights and privileges as the holders of EOP OP Units outstanding on the date hereof.
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. 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.
Exchange Ratios. The Consonus Exchange Ratio and the STI Exchange Ratio determined as set forth in Section 1.8(c) will have resulted in an issuance of not less than 35% of the Company Common Stock to the STI Holders.
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").
(ii) The Secondary Exchange Ratio shall be determined by dividing (A) 1,000,000 by (B) the number of shares of EVG Stock. For purposes of this Agreement:
Exchange Ratios. 4 GAAP..........................................................................10
