Merger Ratio. For purposes of this Agreement,
Merger Ratio. For purposes of this Agreement, the "Merger Ratio" shall equal 0.665.
Merger Ratio. The merger ratio which determines the basis on which the shares of the Non- surviving companies will be exchanged by the shareholders of the Non-Surviving companies for shares of the Surviving company, which has been established on the basis of the value of the net assets (valor real de su patrimonio) of the Non- Surviving companies after the preliminary transactions described in section 1.3 above, is as set forth below:
Merger Ratio. 2.3.1 The merger ratio between Chohung Bank and Shinhan Bank for the Merger shall be 1 to 3.867799182.
Merger Ratio. MTFG and UFJ Holdings agree with respect to the merger ratio of the Merger Between Holding Companies:
Merger Ratio. Mitsubishi Trust and UFJ Trust agree with respect to the merger ratio of the Merger Between Trust Banks:
Merger Ratio. 3 Section 4.2 Conversion of Capital Stock of Xxxxxx and Merger Sub..................4 Section 4.3 Exchange of Certificates Representing Xxxxxx Common Stock.............5 Section 4.4 Adjustment of Merger Ratio............................................8 Section 4.5
Merger Ratio. For purposes of this Agreement, the "Merger Ratio" shall be equal to (1)(a) $12,700,000 divided by (b) the Edge Common Stock Value (defined below) divided by (2) the sum of (a) the number of shares of Xxxxxx Common Stock outstanding at the Determination Time (other than shares of Xxxxxx Common Stock to be canceled without payment of any consideration therefor pursuant to Section 4.2(c) and shares of Xxxxxx Common Stock issued upon the exercise of the Veritas Warrant and the Director Options) and (b) Six Thousand Three Hundred Seventy-Three (6,373).
Merger Ratio. For purposes of this Agreement, the "Merger Ratio" shall be equal to (1)(a) $12,700,000 divided by (b) the Edge Common Stock Value (defined below) divided by (2) the sum of (a) the number of shares of Xxxxxx Common Stock outstanding at the Determination Time (other than shares of Xxxxxx Common Stock to be canceled without payment of any consideration therefor pursuant to Section 4.2(c) and shares of Xxxxxx Common Stock issued upon the exercise of the Veritas Warrant and the Director Options) and (b) Six Thousand Three Hundred Seventy-Three (6,373). "Edge Common Stock Value" shall be the Average Closing Price if the Average Closing Price is less than or equal to $5.00 and greater than or equal to $4.70. If the Average Closing Price is greater than $5.00, the Edge Common Stock Value shall be $5.00. If the Average Closing Price is less than $4.70 per share, the Edge Common Stock Value shall be $4.70. Notwithstanding the foregoing, in the event that Edge following the date hereof, but prior to the Determination Time, issues shares of its capital stock for consideration per share for all such issuances which is less than $4.70 per share of Edge Common Stock calculated on a weighted average basis (excluding issuances (x) pursuant to employee benefit plans and (y) pursuant to outstanding options, warrants or convertible securities in accordance with their terms, in each case of (x) and (y) as in existence on the date hereof or as specifically contemplated by this Agreement) pursuant to one or more private placements to third parties, then the Edge Common Stock Value shall be equal to the greater of (A) $4.70 and (B) the lower of (i) such weighted average issuance price per share and (ii) the amount as determined by the foregoing provisions of this definition. "Determination Time" shall be the close of business on the fifth trading day prior to the scheduled date (without regard to any adjournment) of the meeting of the Xxxxxx Stockholders required by Section 7.4.
