Share Exchange Ratio Sample Clauses

Share Exchange Ratio. 2.1 The Share Exchange shall not cause EMT Sub to increase its paid-in capital, nor to issue any new shares or transfer its treasury shares to the Company Shareholders. 2.2 As consideration for the Share Exchange, EMT Sub shall transfer and assign to the Company Shareholders 0.4118460 units of the EM Units per each share of common stock owned by the Company Shareholders in the Company as of the Share Exchange Date (the “Share Exchange Ratio”). For the avoidance of doubt, EMT Sub shall transfer and assign the EM Units for the Company Shares repurchased by the Company prior to the Share Exchange Date from the Company Shareholders that have dissented to the Share Exchange and exercised their appraisal right, if any (the “Dissenting Shareholders”). 2.3 The Parties hereby agree and acknowledge that, pursuant to Section 2.2 above, EMT Sub will transfer and assign to the Company Shareholders an aggregate of 9,094 units (subject to adjustment in accordance with further agreement between EMT Sub and the Company with respect to fractional units of the EM Units) of the EM Units equivalent of USD 44,000,000 in exchange for the Company Shares, and the Company Shareholders will transfer and assign to EMT Sub an aggregate of 22,080 shares of the Company Shares equivalent of USD 44,000,000 in exchange for the EM Units. The EM Units transferred and assigned by EMT Sub to the Company Shareholders under Section 2 of this Agreement shall be the sole and exclusive consideration paid to the Company Shareholders for the Share Exchange. 2.4 EMT Sub and the Company shall further discuss and determine, in accordance with applicable laws, with respect to the handling of any fractional units of the EM Units distributable to the Company Shareholders as a result of the Share Exchange. 2.5 The aggregate amount of capital reserve of EMT Sub to be increased as a result of the Share Exchange shall be determined in accordance with applicable laws and generally accepted accounting standards applicable to the EMT Sub. 2.6 The Parties hereby agree and acknowledge that, upon the consummation of the Share Exchange on the Share Exchange Date, neither EMT Sub nor the Company Shareholders shall have further payment obligations or claim against each other in connection with the Share Exchange, and each Party shall be deemed to have fully performed its obligations under Sections 1 and 2 of this Agreement.

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 issuance of EFI Common Shares to the Former Titan Shareholders pursuant to Section 3.1(d) hereof, Titan Shareholders will receive 0.68 of an EFI Common Share for each whole Titan Common Share owned immediately prior to the Effective Date.

Share Exchange Ratio. 2 Shareholders........................................ 1

Share Exchange Ratio. The foregoing agreements by Atlas are subject to the share exchange ratio upon the amalgamation of Granges and Hycroft not exceeding the ratios recommended to the board of directors of Granges in a letter from Lancaster Financial Corporation dated January 11, 1995.

Share Exchange Ratio. The intention to maintain the registration of the shares on the stock market or the desire to withdraw them, if applicable, must be communicated. In the case of spin-offs, THE ISSUER must report the following:

Share Exchange Ratio. Each one GGI Share tendered pursuant to this Offer will be exchanged for 0.198 shares of common stock of Gaucho Group Holdings, Inc., to be issued promptly after the Expiration Date.

Share Exchange Ratio. The exchange ratio of the shares was fixed as follows: No. 1,77 shares in Versicor, from nominal USD 0.001 each, against No. 1 B.I. share having a nominal value of 1 (one Euro) each. No cash balance is provided. The provisions of paragraph 4.3 shall apply.

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”).