Merger Ratio Sample Clauses

Merger Ratio. For purposes of this Agreement, (a) the "Common Stock Merger Ratio" shall equal 0.5; and

Merger Ratio. For purposes of this Agreement, the "Merger Ratio" shall equal 0.665.

Merger Ratio. BTM and UFJ Bank agree with respect to the merger ratio of the Merger Between Banks: 20.1. Upon the Merger Between Banks, BTM shall newly issue shares of common stock in a number equal to the product obtained by multiplying the (x) total number of shares of common stock of UFJ Bank held by the shareholders entered or recorded in the latest shareholder register of UFJ Bank as of the day immediately preceding the date of the merger by (y) 0.62, and allot and deliver such newly issued shares to the shareholders of common stock of UFJ Bank at a rate of 0.62 shares of common stock of BTM per share of common stock of UFJ Bank. 20.2. Upon the Merger Between Banks, BTM shall newly issue share of preferred stock (upon substantially the same terms and conditions as those of the Series 1 of Class A preferred shares of UFJ Bank, except for any modifications required to adjust the conversion price in accordance with the merger ratio) in a number equal to the total number of the Series 1 of Class A preferred shares of UFJ Bank held by the shareholders entered or recorded in the latest shareholder register of UFJ Bank as of the day immediately preceding the date of the merger, and allot and deliver such newly issued shares to the shareholders of Series 1 of Class A preferred stock of UFJ Bank at a rate of 1 share of preferred stock to be issued pursuant to this Section 20.2 per share of the Series 1 of Class A preferred stock of UFJ Bank. 20.3. Upon the Merger Between Banks, BTM shall newly issue shares of preferred stock (upon substantially the same terms and conditions as those of the Series 1 of Class D preferred shares of UFJ Bank, except for any modifications required to adjust the conversion price in accordance with the merger ratio) in a number equal to the total number of the Series 1 of Class D preferred shares of UFJ Bank held by the shareholders entered or recorded in the latest shareholder register of UFJ Bank as of the day immediately preceding the date of the merger, and allot and deliver such newly issued shares to the shareholders of the Series 1 of Class D preferred stock of UFJ Bank at a rate of 1 share of preferred stock to be issued pursuant to this Section 20.3 per share of the Series 1 of Class D preferred stock of UFJ Bank. 20.4. Upon the Merger Between Banks, BTM shall newly issue shares of preferred stock (upon substantially the same terms and conditions as those of the Series 2 of Class D preferred shares of UFJ Bank, except for any modification...

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: (i) The shareholders of Iberia will receive 1.0205 ordinary shares each with a nominal value of 0.5 euros of IAG for every ordinary share with a nominal value of 0.78 euros that they hold in Iberia. (ii) The shareholders of BA Holdco (which, as mentioned above, after the scheme of arrangement described in section 1.3.2 above has been performed, will be the BA Shareholders) will receive one ordinary share with a nominal value of 0.5 euros of IAG for every ordinary share with a nominal value of 0.5 euros that they hold in BA Holdco. No cash consideration is to be paid to the shareholders of the Non-surviving companies as a result of the merger. IAG will effect an increase of capital in the amount necessary for the exchange, through the issuance and placing in circulation of the necessary number of registered shares (acciones nominativas), each with a nominal value of 0.50 euros, of the same and single class and series, represented by book entries, the subscription for which is reserved to the holders of shares of Iberia and BA Holdco, with no preemptive subscription right existing, in compliance with article 159.4 of the Corporations Law (Ley de Sociedades Anónimas). The difference between the net book value of the equity received by IAG due to the merger and the nominal value of the new shares shall be allocated to share premium. Both the nominal value of the new shares and the respective share premium shall be fully paid up due to the transfer en bloc of the assets and liabilities of Iberia and of BA Holdco to IAG. The admission to trading of the new shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange will be requested and the shares will be included in the FTSE UK Index Series. In addition, IAG will also be listed on the Spanish Stock Exchanges and traded through the Spanish Continuous Market.

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. Mitsubishi Trust and UFJ Trust agree with respect to the merger ratio of the Merger Between Trust Banks: 30.1. Upon the Merger Between Trust Banks, Mitsubishi Trust shall newly issue shares of common stock in a number equal to the product obtained by multiplying the (x) total number of shares of common stock of UFJ Trust held by the shareholders entered or recorded in the latest shareholder register of UFJ Trust as of the day immediately preceding the date of the merger by (y) 0.62, and allot and deliver such newly issued shares to the shareholders of common stock of UFJ Trust at a rate of 0.62 shares of common stock of Mitsubishi Trust per share of common stock of UFJ Trust.

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.

Merger Ratio. 2.3.1 The merger ratio between Chohung Bank and Shinhan Bank for the Merger shall be 1 to 3.867799182. 2.3.2 The Surviving Company shall assign its newly issued shares to the shareholders listed in the shareholder registry of the Disappearing Company as of the Merger Effective Date (including shareholders who acquire the Disappearing Company's shares after the date hereof pursuant to the proviso in Article 7.2.