Earnout Exchange Ratio definition

Earnout Exchange Ratio means the quotient of (i) 15,000,000, divided by (ii) the number of Fully Diluted SpinCo Shares.
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Earnout Exchange Ratio means the quotient obtained by dividing (x) the applicable Earnout Shares, by (y) the Fully Diluted Shares.
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Earnout Exchange Ratio means the quotient determined by dividing (a) the Earnout Share Number by (b) the Earnout Pre-Closing Aggregate Share Amount.
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Examples of Earnout Exchange Ratio in a sentence

  • In addition, at the Effective Time, Parent will issue to each holder of a SpinCo Option a number of Earnout Shares equal to the product of (A) the number of shares of SpinCo Common Stock subject to the SpinCo Option, multiplied by (B) the Earnout Exchange Ratio, which Earnout Shares will be subject to the restrictions set forth in the Merger Agreement.

  • In addition, at the Effective Time, Parent will issue to each holder of a SpinCo RSU Award a number of Earnout Shares equal to the product of (A) the number of shares of SpinCo Common Stock subject to the SpinCo RSU Award, multiplied by (B) the Earnout Exchange Ratio, which Earnout Shares will be subject to the restrictions set forth in the Merger Agreement.

  • In addition, at the Effective Time, Parent will issue to each holder of a SpinCo PSU Award a number of Earnout Shares equal to the product of (A) the number of shares of SpinCo Common Stock subject to the SpinCo PSU Award, multiplied by (B) the Earnout Exchange Ratio, which Earnout Shares will be subject to the restrictions set forth in the Merger Agreement.

  • FDA regulates food under the Federal Food, Drug, and Cosmetic Act (FD&C Act).

  • Each holder of an OmniAb Option, OmniAb RSU and/or OmniAb PSU will also receive a number of OmniAb Earnout Shares equal to the number of shares of OmniAb Common Stock underlying such OmniAb Options, OmniAb RSUs and/or OmniAb PSUs, as applicable, multiplied by the Earnout Exchange Ratio, and the exercise price of each outstanding New OmniAb Option will be equal to the exercise price of the pre-conversion OmniAb Option divided by the Base Exchange Ratio.

  • In lieu of any fractional shares of HSA Common Stock, there shall be paid to the holder of DC Shares who otherwise would be entitled to receive a fractional share of HSA Common Stock an amount of cash (without interest) determined by multiplying such fraction by the Base Exchange Ratio or the Earnout Exchange Ratio, as the case may be.

  • Merger Consideration The Merger Agreement provides that, at the Effective Time, each outstanding share of OmniAb Common Stock (other than Treasury Shares), will be cancelled in exchange for the right to receive (i) a number of shares of New OmniAb Common Stock equal to the Base Exchange Ratio, and (ii) a number of OmniAb Earnout Shares equal to the Earnout Exchange Ratio.

  • The number of ACAH New Common Shares subject to each Earnout RSU shall equal the product of (i) the Net Option Common Share Amount, and (ii) the Earnout Exchange Ratio.

  • Please amend your disclosure to provide an estimate of this total number of shares, the Base Exchange Ratio, and the Earnout Exchange Ratio.


More Definitions of Earnout Exchange Ratio

Earnout Exchange Ratio has the meaning set forth in Section 4.3 below.
Sample 1
Earnout Exchange Ratio means the sum of (A) the Closing Exchange Ratio plus (B) the quotient obtained by dividing the Per Share Earnout Consideration by the Earnout Price.
Sample 1
Earnout Exchange Ratio means, with respect to each Triggering Event, the quotient determined by dividing (a) 15,000,000 ACAH New Common Shares (as adjusted appropriately in light of any stock dividend, share recapitalization, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event related to the ACAH New Common Shares) by (b) the Fully Diluted Shares Outstanding.
Sample 1
Earnout Exchange Ratio means a fraction equal to (a) the quotient of (i) the Earnout Consideration divided by (ii) ten dollars ($10.00), divided by, (b) the Aggregate Company Units.
Sample 1
Earnout Exchange Ratio means the quotient of (i) seven million five hundred thousand (7,500,000) divided by (ii) the Aggregate Fully Diluted Company Common Stock.
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Earnout Exchange Ratio means the fraction obtained by dividing (x) the quotient of (A) the Earnout Amount divided by (B) Earnout Average Price, by (y) the Company Fully Converted Share Number.
Sample 1

Related to Earnout Exchange Ratio

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Option Exchange Ratio means the quotient obtained by dividing (i) the Cash Amount Per Share by (ii) the Acquiror Common Stock Price.

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

  • Equity Award Exchange Ratio means the sum of (i) the Share Consideration, plus (ii) the quotient of (x) the Cash Consideration divided by (y) the Parent Stock Price, rounded to the nearest one thousandth.

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

  • 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.

  • 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 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;

  • Parent Closing Price means the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the five full NYSE trading days immediately preceding (but not including) the Effective Date.

  • 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.

  • 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).

  • Party A Interim Exchange Amount In respect of each Interim Exchange Date, an amount in Dollars equal to the principal amount of the Relevant Notes redeemed on such Interim Exchange Date.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.

  • Closing Price has the meaning assigned to such term in Section 15.1(a).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Party B Interim Exchange Amount In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the Dollar Currency Exchange Rate.

  • Average Closing Price means the average of the closing market prices of a Share over the last five (5) Market Days on which transactions in the Shares were recorded on the SGX-ST immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-day period; and

  • Applicable Exchange Rate means with respect to any Collateral Obligation denominated and payable in Euros, GBPs, AUDs or CADs on any day, the lesser of (a) the applicable currency-Dollar spot rate used by the Borrower (as determined by the Investment Manager) to acquire such currency on the related Cut-Off Date and (b) the Applicable Conversion Rate for such currency.

  • Cash Exchange Payment means with respect to a particular Call Exchange for which the Corporation has elected to make a Cash Exchange Payment in accordance with SECTION 2.1 of this Agreement or a particular Put Exchange for which the Shareholder has elected to receive a Cash Exchange Payment (and such Cash Exchange Payment is capable of being made) in accordance with SECTION 2.2 of this Agreement:

  • Exchange Value is the adjusted appraised value of the Property which takes into consideration various factors to balance the business value of the Property within its present ownership structure.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.