Share Exchange Ratio. The Share Exchange Ratio agreed by each of the boards of directors of Flamel and Avadel corresponds to one Acquiring Company New Share for one Acquired Company Share. The Share Exchange Ratio has been calculated based on the number of Acquired Company Shares in issue as of the date hereof. The ordinary shares in Avadel that Flamel holds immediately prior to consummation of the Merger will vest in Avadel by operation of law and will be subsequently cancelled.
Share Exchange Ratio. The Purchaser and the China Vendors have established for the purposes of the Share Exchange an exchange ratio of 1 common share in the capital of the Purchaser for every one of the Uphill Shares and GDCT Shares based on 700,000 common shares outstanding on the Closing Date in the capital of each of Uphill and GDCT.
Share Exchange Ratio. The Parties intend that upon the completion of the Plan of Arrangement and the issuance of EFI Common Shares to the former Titan Shareholders pursuant to the Plan of Arrangement, Titan Shareholders will receive 0.68 of an EFI Common Share for each whole Titan Common Share owned as of the Effective Time.
Share Exchange Ratio. Under the terms and conditions set forth in the Share Merger Incorporation Agreement and in this Merger Agreement (including the performance or waiver, however the case may be, of the Precedent Conditions to the completion of the Share Merger), upon conclusion of the Share Merger, new common shares shall be issued by the Merged Company on behalf of the Unidas’ shareholders, traded in the “Novo Xxxxxxx” segment of B3, in order to replace the shares issued by Unidas previously held by these shareholders. The Companies’ directors and executive officers evaluated the Share Exchange Ratio of the shares and agreed that the Unidas’ shareholders shall receive 0.44682380 new share issued by Localiza in order to replace one (1) common shares issued by Unidas and held by these shareholders on the Closing Date of the Share Merger (“Share Exchange Ratio”).
Share Exchange Ratio. 2.1 In accordance with article 4.1.3.13.3 of the ATHEX Rulebook, as in force, ELLAKTOR appointed the audit firm Xxxxx Xxxxxxxx SA, having its registered seat at 00 Xxxxxxx xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, 00000 and registered with the special registry kept with the Institute of Certified Accountants of Greece, as per article 13 par. 5 of Presidential Decree 226/1992 with registration no. 127 as well as with the Public Registry of the Hellenic Accounting and Auditing Standards Oversight Board with registration no. 07, to provide an opinion on the fairness and reasonableness of the below share exchange ratio. ELTECH ANEMOS appointed the credit institution with the corporate name "ALPHA BANK SOCIETE ANONYME" and distinctive title "ALPHA BANK SA", having its registered seat at 00 Xxxxxxx xxxxxx, Xxxxxx, 00000, to provide an opinion on the fairness and reasonableness of the below share exchange ratio.
Share Exchange Ratio. 2 Shareholders........................................ 1
Share Exchange Ratio. Each issued and outstanding HIMAX share held by a HIMAX shareholder as of the Record Day (determined as set forth in Article 5 below) shall be exchanged for one common share in LISTCO (ie. a Share Exchange Ratio of 1:1).
Share Exchange Ratio. The share exchange ratio proposed to MAUREL & PROM and MPI shareholders is set at 1 MAUREL & PROM share for 1.75 MPI shares (i.e. 4 XXXXXX & PROM shares for 7 MPI shares), implementing the respective valuations of the Parties set out in Schedule 9, such valuation being calculated, as specified in Schedule 9, post Exceptional Distribution. The methods used to determine the excahnge ratio are set out in Schedule 9. ENGLISH LANGUAGE TRANSLATION FOR INFORMATION PURPOSES ONLY
Share Exchange Ratio. 1. The Parties agree that after the merger is approved by all relevant competent authorities and the amendment registration for merger is completed, in accordance with the information based on the financial reports of the Parties audited and certified by the accountant as of 30 June 2003, with reference to the other relevant factors for adjustment calculation (please see the expert’s fairness opinions on the share exchange ratio for merger), on the merger Record Date (as defined in Article 12 hereof), in addition to the cancellation of the shares of Party B and Party C held by Party A, Party A will issue common shares to other shareholders of Party B at the share exchange ratio of 1:0.85 (one share of Party B in exchange for 0.85 share of Party A), and will issue common shares to other shareholders of Party C at the share exchange ratio of 1:0.5 (one share of Party C in exchange of 0.5 share of Party A). Party A will issue 282,315,437 new shares in aggregate for merger. The number of shares less than one shall be converted into cash in proportion to the percentage of the par value and paid to the shareholders and Party A shall authorize its Chairman to contact the specific person(s) for purchase of those fractional shares at par value.
Share Exchange Ratio. In determining the fair value of the shares, SINOCUBATE and VIKING agreed to use, where applicable, the closing bid price for the ten most recent trading days prior to the closing day of the transaction where applicable). The parties has also taken into consideration among other things the December 30, 2008 released report by the Securities and Exchange Commission (SEC) on fair valuation. The SEC report recommends “improvements to existing practice including reconsidering the accounting for impairments and the development of additional guidance for determining fair value of investments in inactive markets”.
