Applicable Exchange Ratio definition

Applicable Exchange Ratio shall have the meaning given to such term in Section 1.02(e)(ii)(A).
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Applicable Exchange Ratio is determined in accordance with Section 3.03(d).
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Applicable Exchange Ratio means: (A) 0.09214, if, as of the Effective Time, less than the 31% to 40% Level of OrthAlliance Affiliated Practice Owners and OrthAlliance Affiliated PCs, shall each have duly executed and delivered to OrthAlliance (with a complete and accurate copy provided to OCA) an (1)
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Examples of Applicable Exchange Ratio in a sentence

  • The Exchange Ratio, as determined pursuant to any of Sections 1.02(e)(ii)(A)(i), 1.02(e)(ii)(A)(ii) or 1.02(e)(ii)(A)(iii), is hereinafter referred to as the "Applicable Exchange Ratio".

  • The financial advisor of OCA, Banc of America Securities LLC, has rendered an opinion to the Board of Directors of OCA to the effect that the Applicable Exchange Ratio is fair from a financial point of view to OCA.

  • OrthAlliance has received the opinion of its financial advisor, U.S. Bancorp Pipex Xxxxxxx Xxx., to the effect that the Applicable Exchange Ratio is fair from a financial point of view to the holders of OrthAlliance Common Stock.

  • First Home shall have received a written opinion, dated within five (5) days of mailing the Prospectus/Proxy Statement, from RP Financial, updating its prior written opinion, to the effect that the Applicable Exchange Ratio is fair, from a financial point of view, to such shareholders.

  • The purchase price of each Founder Share Subject to Repurchase (the "Purchase Price") purchased by the Company pursuant to this Section 3.1 shall equal the quotient of $1.33 divided by the Applicable Exchange Ratio.

  • The Applicable Exchange Ratio, Applicable Price Per Share, Applicable TI Stock Amount and the Final TI Stock Price shall be calculated by TI prior to the Effective Time of the Holding Company Merger and shall be set forth in a certificate (the "Cash and Stock Certificate") executed by the Chief Financial Officer of TI and furnished to CFHC at least three business days prior to the Effective Time of the Holding Company Merger showing the manner of calculation in reasonable detail.

  • Notwithstanding anything contained in this Agreement to the contrary, in the event the Sovereign Market Value on the Determination Date is equal to or less than $21.56, then the Applicable Exchange Ratio, solely for purposes of this Section 1.02(f), shall be equal to 1.623.

  • All valuation-related determinations for the purposes of calculating the Applicable Exchange Ratio, including the determination of Adjusted EBITDA, will be made by the Board of Directors of Parent in good faith.

  • During the five-day period commencing with its receipt of such notice, Sovereign shall have the option to elect to increase the Applicable Exchange Ratio to an amount which when multiplied by the Sovereign Market Value determined as of the Closing Date, equal to $23.44 and the Closing Date shall be postponed by the minimum amount of time necessary, if any, to accommodate Sovereign's election of such option (i.e. up to a five-day period).

  • Xxxx, Xxxx has provided Seacoast with its oral opinion to the Table of Contents effect that, as of the date of approval of this Agreement by the Board of Directors of Seacoast, the Applicable Exchange Ratio is fair to stockholders of Seacoast in the Merger from a financial point of view.


More Definitions of Applicable Exchange Ratio

Applicable Exchange Ratio shall have the meaning set forth in Section 2.4.
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Applicable Exchange Ratio means the ratio derived by dividing (A) the equity value for each Common Unit of SFRO subject to the Exchange calculated based on the Aggregate Equity Value of SFRO as of the last day of the last full calendar month ending prior to the Exchange Date, by (B) the VWAP of Parent Shares on the applicable stock exchange for the ten (10) consecutive trading days immediately prior to the Exchange Date.
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Applicable Exchange Ratio means 0.6104.
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Applicable Exchange Ratio means the number obtained by dividing the Applicable Price Per Share by the Final TI Stock Price.
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Applicable Exchange Ratio. 2 1.7 "Applicable Price Per Share" 2 1.8 "Applicable TI Stock Amount" 2 1.9 "Bank Merger" 2 1.10 "Base Stock Amount" 3 1.11 "Cal/Fin Development" 3 1.12 "Cash and Stock Certificate" 3 1.13 "Certificate of Merger" 3 1.14 "CFHC Conflicts and Consents List" 3 1.15 "CFHC Contract List" 3 1.16 "CFHC Derivatives List" has the meaning set forth in Section 4.31. 3 1.17 "CFHC Dividend Reinvestment Plan" 3 1.18 "CFHC Employee Plan List" 3 1.19 "CFHC Environmental Compliance List" 3 1.20 "CFHC Filings" 3 1.21 "CFHC Indemnification List" 3 1.22 "CFHC Insurance List" 3 1.23 "CFHC Investment Securities List" 3 1.24 "CFHC Intellectual Property List" 3 1.25 "CFHC List" 3 1.26 "CFHC Litigation List" 4 1.27 "CFHC Loan List" 4 1.28 "CFHC Material Adverse Effect List" 4
Sample 1
Applicable Exchange Ratio shall have the meaning given to such term in the Plan of Merger.
Sample 1

Related to Applicable Exchange Ratio

  • Applicable Exchange Rate means, with respect to any Contract denominated and payable in Euros or GBPs on any day, the lesser of (a) the applicable currency Dollar spot rate used by the Borrower (as determined by the Collateral Manager) to acquire such currency on the date such Contract is included in the Borrower Collateral and (b) the Applicable Conversion Rate for such currency.

  • Reference Exchange Rate means the exchange rate which is used as the basis to calculate any currency exchange and which is made available by the payment service provider or comes from a publicly available source;

  • Equity Award Exchange Ratio means the sum, rounded to the four decimal places, equal to (i) the Exchange Ratio, plus (ii) the quotient of (A) the Cash Consideration, divided by (B) the Parent ADS Price.

  • Applicable Exchange means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

  • Option Exchange Ratio means the quotient of (i) the Common Per Share Consideration divided by (ii) the Acquirer Stock Price.

  • Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and

  • Market Exchange Rate means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon buying rate for such Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, London or other principal market for such currency or currency unit in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency or currency unit shall be that upon which a nonresident issuer of securities designated in such currency or currency unit would purchase such currency or currency unit in order to make payments in respect of such securities.

  • Spot Exchange Rate has the meaning specified in the related Terms Document.

  • FX Exchange Rate means the FX Exchange Rate as specified in § 2 of the Product and Underlying Data.

  • Canadian-U.S. Exchange Rate means, on any date, the inverse of the U.S. - Canadian Exchange Rate in effect on such date;

  • Reference Exchange means XETRA.

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Multiple Exchange Index means an Index identified or specified as such in the definition of Indices.

  • Applicable Pricing Level means, (a) for the Initial Pricing Period, Pricing Level II, and (b) thereafter, the pricing level set forth below opposite the Debt Rating achieved by Borrower as of the first day of that Pricing Period: I Greater than or equal to Aa3 / AA- II Less than Aa3 / AA- but greater than or equal to A1/A+ III Less than A1/A+ but greater than or equal to A2/A IV Less than A2/A but greater than or equal to A3/A- V Less than A3/A- provided that in the event that the then prevailing Debt Ratings are “split ratings”, Borrower will receive the benefit of the higher Debt Rating, unless the split is a “double split rating” (in which case the pricing level applicable to the middle Debt Rating will apply) or a “triple split rating” (in which case the pricing level applicable to the Debt Rating above the Debt Rating applicable to the lowest pricing level will apply). For purposes hereof, a Debt Rating is only a “split rating” if the Debt Rating applies to a different pricing level.

  • Applicable Market Value has the meaning specified in Section 5.1.

  • Exchange Rate means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

  • Daily Exchange Value means, for each of the 20 consecutive Trading Days during the Observation Period, one-twentieth (1/20) of the product of (a) the applicable Exchange Rate and (b) the Daily VWAP of the Common Stock (or the Reference Property, if applicable) on such day.

  • Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

  • Party B Final Exchange Amount The Sterling equivalent of the Party A Final Exchange Amount converted by reference to the Dollar Currency Exchange Rate.

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Reference Market Price shall initially mean $25.165 and, in the event of any adjustment to the Conversion Price pursuant to Sections 15.5(a), (b), (c), (d), (e), (f) or (g), the Reference Market Price shall also be adjusted so that the ratio of the Reference Market Price to the Conversion Price after giving effect to any such adjustment shall always be the same as the ratio of $25.165 to the initial Conversion Price specified in the form of Debenture attached hereto (without regard to any adjustment thereto).

  • Party A Final Exchange Amount An amount in Dollars equal to the principal amount outstanding of the Relevant Notes on the Final Exchange Date (before taking into account any redemption on such day).

  • Average Market Price means, with respect to any security, the arithmetic average of the Market Price of such security for the 15 consecutive trading day period ending on and including the trading day immediately preceding the determination date.

  • Multi-Exchange Index , if applicable, means each Reference Item specified under the heading "Underlying" in the Product Terms to be a Multi-Exchange Index.

  • Reference Number means ninety-eight million, one-hundred eighty-one thousand, eight hundred eighteen (98,181,818) shares of DHI Common Stock (as adjusted for any stock split, stock dividend, reverse stock split or similar event occurring after the Merger).

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.