Adjusted Conversion Ratio definition
Examples of Adjusted Conversion Ratio in a sentence
Notwithstanding any other provision of this Agreement, the IPO Valuation for purposes of determining an adjustment to the Conversion Ratio under this Section 4.10(e) shall in no event be deemed less than $400 million, regardless of whether the IPO Valuation is actually less than $400 million and, in such case, shall be $400 million for purposes of calculating the Adjusted Conversion Ratio in the formula above.
Parent and Newco hereby agree that the adjustment to the Merger Consideration for breaches of Article III shall be limited to an adjustment to the Initial Conversion Ratio to an Adjusted Conversion Ratio which is not greater than 10% less than the Initial Conversion Ratio, and no other property of the Shareholders or Option Holders shall be liable therefor, provided that such limitation shall not apply to claims against a Shareholder based upon the intentional fraud of such Shareholder.
The "Top-Up Amount" shall be the number obtained by multiplying (A) the Average Closing Price by (B) the excess of the Imputed Conversion Ratio over the Adjusted Conversion Ratio, as adjusted.