Common Conversion Ratio definition

Common Conversion Ratio shall have the meaning set forth in Section 1.5(a).

Common Conversion Ratio shall be the result obtained by dividing (i) 4,960,000 by (ii) the sum of (A) number of outstanding Common Shares immediately prior to the Effective Time (the "Actual Closing Shares") (after giving effect to the exercise of all Warrants (as defined below) outstanding immediately prior to the Effective Time and the conversion of all shares of Series B Convertible Preferred Stock, $.01 par value per share (the "Series B Preferred Shares") into Common Shares (as contemplated by Section 5.2(m)), and (B) the number of Common Shares issuable upon the exercise of all Options (as defined below) outstanding immediately prior to the Effective Time, other than any Options issued as contemplated by Section 4.4(a) (such sum being referred to as the "Fully-Diluted Closing Shares").

Common Conversion Ratio means an amount equal to the quotient of: (A) the total number of outstanding shares of Intracel Parent Common Stock on a fully diluted basis immediately prior to the Effective Time, divided by (B) the total number of outstanding shares of Company Common Stock on a fully diluted basis immediately prior to the Effective Time, (ii) "B-1 CONVERSION RATIO" shall mean 1 and (iii) "B-2 CONVERSION RATIO" shall mean 1. For the purposes of determining "fully diluted basis" pursuant to the immediately preceding sentence and Section 3.01(e), all shares of Intracel Parent Common Stock or Company Common Stock, as the case may be, issuable upon exercise of options or warrants, or upon conversion, exchange or exercise of other securities or other rights outstanding, and all payment in kind dividends for any series of capital stock which have not been paid but have accrued through the date, immediately prior to the Effective Time (regardless of whether then exercisable, convertible or exchangeable and including shares issuable upon exercise of outstanding options, notwithstanding that such options are being assumed or converted pursuant to Section 6.02(b) hereof) shall be deemed outstanding.

Examples of Common Conversion Ratio in a sentence

• The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (rounded up to the nearest whole cent).

• Each Parent Option shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Shares subject to the unexercised portion of the Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number).

• The exercise price per share of each Parent Option shall be equal to the exercise price of the Company Option divided by the Common Conversion Ratio and the terms of such Parent Options shall otherwise remain the same.

• The exercise price per share of each Parent Option shall be equal to the exercise price of the Option prior to conversion divided by the Common Conversion Ratio.

• Each Parent Option shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Shares subject to the unexercised portion of the Company Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number).

More Definitions of Common Conversion Ratio

Common Conversion Ratio means the quotient arrived at by dividing the principal amount of this Note plus any accrued Interest by the Conversion Price) subject to adjustment as hereinafter provided, and the “Common Conversion Price” initially shall be $0.07 per share, (the “Common Conversion Price”). Promptly after the date of the request from the Holder, Holder shall deliver this Note to the Company for cancellation in exchange for a certificate representing the applicable number of shares of Common Stock.

Common Conversion Ratio shall be the quotient obtained by dividing 6,710,000 by the sum of (A) the number of outstanding Common Shares immediately prior to the Effective Time (the "ACTUAL CLOSING SHARES") (after giving effect to the exercise of all Warrants (as defined below) outstanding immediately prior to the Effective Time and the conversion of all shares of Series

Common Conversion Ratio. ’ means, in respect of a Company Share, the number equal to (a) the Common Amalgamation Consideration divided by (b) the Fully Diluted Common Shares Outstanding.

Common Conversion Ratio means the result obtained by dividing (a) $11,800,000.00 by (b) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (after giving effect to the conversion into Company Common Stock of all outstanding Company Preferred Stock, Company Warrants and Company Options), and dividing such amount by (c) the TALX Share Price.

Common Conversion Ratio shall be the fraction obtained by dividing (i) the difference of (A) the product of (I) the quotient obtained by dividing (aa) the sum of (1) the number of outstanding shares of Buyer Common Stock (as defined below) immediately prior to the Effective Time (after giving effect to the conversion into Buyer Common Stock of all outstanding Buyer Preferred Stock (as defined below)) and (2) the number of shares of Buyer Common Stock issuable upon exercise of all options to purchase Buyer Common Stock and warrants to purchase Buyer Common Stock outstanding immediately prior

Common Conversion Ratio means, in respect of a Company Share, the number equal to (a) the Common Amalgamation Consideration divided by (b) the Fully Diluted Common Shares Outstanding.

Common Conversion Ratio shall be obtained by dividing (i) 15,447,059 by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a diluted basis after giving effect to the exercise of all outstanding Parent Options (as defined in Section 1.8(a)) and all other rights to acquire Company Shares. Stockholders of record of the Company as of the Closing Date (the "Indemnifying Stockholders") shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the "Initial Shares"); the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the "Escrow Shares"), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The Initial Shares and the Escrow Shares shall together be referred to herein as the "Merger Shares."