Common Exchange Ratio definition

Common Exchange Ratio shall have the meaning specified in Section 3.01(a).

Common Exchange Ratio means the quotient of (a) the number of Parent Shares equal to the Merger Consideration divided by (b) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time on a Fully-Diluted Basis.

Common Exchange Ratio means 0.580, which is the fraction of a share of Parent Series C Common Stock issuable as consideration for each share of Company Series A Common Stock and the fraction of a share of Parent Series B Common Stock issuable as consideration for each share of Company Series B Common Stock, in each case, in the Merger in accordance with Section 2.6.

Examples of Common Exchange Ratio in a sentence

• DLJ has delivered to the board of directors of STC its written opinion to the effect that, as of the date hereof, the Common Exchange Ratio, the Series A Exchange Ratio and the Series B Exchange Ratio to be offered to the stockholders of STC in the proposed transaction are fair to such stockholders from a financial point of view.

• The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Sirius Common Stock or XM Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Sirius Common Stock or XM Common Stock having a record date on or after the date hereof and prior to the Effective Time.

• The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock), reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date on or after the date hereof and prior to the Effective Time.

• For purposes of this Agreement, “Merger Consideration Value” means the sum of (1) the Cash Consideration, (2) the product of (a) the Common Exchange Ratio and (b) the Average Parent Stock Price, and (3) the product of (a) the Preferred Exchange Ratio and (b) the face value of a Depositary Share.

• The Parent Board has received an oral opinion from Xxxxxxx Xxxxx & Co. LLC to be confirmed by delivery of its written opinion, to the effect that, as of May 4, 2021, and subject to the various assumptions made, procedures followed, matters considered, and limitations, qualifications and other matters considered in connection with the preparation of such opinion, the Common Exchange Ratio is fair, from a financial point of view, to Parent.

More Definitions of Common Exchange Ratio

Common Exchange Ratio means the number obtained by dividing (x) the number of the Common Allocable Shares by (y) the number of the Company Total Fully Diluted Shares.

Common Exchange Ratio has the meaning set forth in Section 2.6(c).

Common Exchange Ratio means 0.67, appropriately adjusted in accordance with Section 1.8.

Common Exchange Ratio means the quotient obtained by dividing (a) (i) the Closing Consideration less (ii) the sum of the Aggregate Series A Preferred Dividends and Aggregate Series B Preference Payments by (b) the product of (i) the number of Fully Diluted Company Shares, and (ii) the Closing Date Share Value.

Common Exchange Ratio means 0.09998.

Common Exchange Ratio means: One (1).

Common Exchange Ratio shall have the meaning set forth in Section 3.1(b).