Escrow Ratio definition

Escrow Ratio means the number calculated by dividing 25,000,000 by the number of OncoGenex Shares outstanding immediately prior to the Effective Time;
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Escrow Ratio shall have the meaning set forth in Section 2.11(c)(i).
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Escrow Ratio means the quotient obtained by dividing (i) the Escrow Amount by (ii) the Merger Consideration (determined as of the Closing Date in accordance with this Agreement).
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Examples of Escrow Ratio in a sentence

  • At the Closing, there shall be withheld from each holder of Seller Common Shares a number of Buyer Shares (collectively, the "Escrow Shares") equal to the product, rounded to the nearest whole share, of (X) the number of Buyer Shares such holder would have otherwise received pursuant to Section 2.4(e) multiplied by (Y) the Escrow Ratio.

  • From the total number of Sonus Common Shares issuable to each OncoGenex Shareholder pursuant to Section 2.3(c), Sonus shall, at or promptly after the Effective Time, deduct and cause to be deposited, without any act or formality on the part of the OncoGenex Shareholder, that number of Sonus Common Shares as is equal to the number of OncoGenex Shares held by the OncoGenex Shareholder immediately prior to the Effective Time multiplied by the Escrow Ratio.

  • The "Escrow Ratio" shall be the quotient obtained by dividing (X) One Hundred Twenty-Seven Thousand (127,000) by (Y) the arithmetic difference between Seven Million (7,000,000) and the aggregate number of the Preferred Exchange Shares.

  • Escrow Agent is authorized to withhold from the Xxxxxxx Deposit or the Purchase Price deposited by Seller with Escrow Agent such amounts of cash and OP Units as needed to comprise the Holdback Amount as set forth herein, with the ratio of cash and OP Units in accordance with the Escrow Ratio.

  • The "Escrow Ratio" shall be the quotient obtained by dividing (X) One Hundred Twenty-Seven Thousand (127,000) by (Y) the arithmetic difference between Seven Million Seven Hundred Thousand (7,700,000) and the aggregate number of the Preferred Exchange Shares.


More Definitions of Escrow Ratio

Escrow Ratio means the number (rounded to four decimal places) determined by dividing (A) the number of Escrow Shares by (B) the aggregate number of Outstanding Shares.
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Escrow Ratio the quotient of (x) the value (based on the Parent Common Stock Closing Price) of the Escrow Shares and (y) the sum of the Closing Cash Consideration and the value (based on the Parent Common Stock Closing Price) of the Closing Stock Consideration and the Escrow Shares. Escrow Shares: 869,565 shares of Parent Common Stock (the number of shares of Parent Common Stock with a value equal to $10,000,000 based on the Parent Common Stock Closing Price).
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Escrow Ratio has the meaning given to that term in Section 2.4(h).
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Escrow Ratio means the ratio obtained by dividing the Escrow Cash Percentage by the Escrow Stock Percentage.
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Escrow Ratio means a ratio equal to (A) the sum of the Escrow Amount and the Extended Escrow Amount divided by (B) the sum of (i) the Total Participating Holder Consideration and (ii) the Total Management Retention Plan Amount.
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Escrow Ratio means (A) all issued and outstanding Infinop Shares at the Closing Date, divided by (B) all issued and outstanding Infinop Shares at the Closing Date, plus all Infinop Shares into which Convertible Debentures as of Closing Date can be converted, plus all Infinop Shares for which Infinop Stock Options as of the Closing Date can be exercised. In no event shall fractional Vianet Shares be distributed, and in lieu thereof a cash payment shall be made. If there is no Deficit, within thirty (30) days after delivery of the Audited Balance Sheet, agreement of the parties or determination of the Accountants, as the case may be, the Escrow Agent shall be instructed by Vianet and the Principal Stockholders to deliver the Adjustment Escrow Shares to the Exchange Agent with instructions to distribute the Adjustment Escrow Shares pro rata to the Infinop Stockholders. Recovery by Vianet for the Deficit shall be limited to the Adjustment Escrow Shares and adjustment of the Conversion Ratio as provided by Sections 2(d)(vii) and 2(d)(viii).
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Related to Escrow Ratio

  • Cash Flow Ratio means, as at any date, the ratio of (a) the sum of the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries determined on a consolidated basis, but excluding all Interest Swap Obligations entered into by the Company or any Restricted Subsidiary and one of the Banks outstanding on such date, plus (but without duplication of Indebtedness supported by letters of credit) the aggregate undrawn face amount of all letters of credit outstanding on such date to (b) Annualized Operating Cash Flow determined as at the last day of the most recent month for which financial information is available.

  • Debt to Cash Flow Ratio means, with respect to any Person as of any date of determination, the ratio of (a) the Consolidated Indebtedness of such Person as of such date, less cash and Cash Equivalents, to (b) the Consolidated Cash Flow of such Person for the four most recent full fiscal quarters ending immediately prior to such date for which internal financial statements are available. For purposes of making the computation referred to above:

  • Debt to Capitalization Ratio means the ratio of (a) Consolidated Funded Debt to (b) Consolidated Capitalization.

  • Leverage Ratio means, as of any date, the ratio of (i) Consolidated Total Debt as of such date to (ii) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on or immediately prior to such date.

  • RBC Ratio means the risk-based capital ratio of the Insurer, which will be calculated in a manner consistent with the requirements and methodologies prescribed under Massachusetts Law, as applied by the Insurer in the ordinary course of its business, consistent with its historic practice.

  • Effective Leverage Ratio has the meaning set forth in the Statement.

  • Debt to Capital Ratio means the ratio (expressed as a percentage) of debt to total capital (the sum of debt and equity). This is a measure of financial leverage that the Company considers in capital management planning.

  • Allocation Ratio With respect to any Series, as defined in the related Supplement.

  • Asset Coverage Ratio means the ratio, determined on a consolidated basis, without duplication, in accordance with GAAP, of (a) the value of total assets of the Borrower and its Subsidiaries, less all liabilities and indebtedness not represented by Senior Securities, to (b) the aggregate amount of Senior Securities representing indebtedness in each case, of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders, declarations, opinions, relief or letters issued by the SEC or any other government or regulatory authority, in each case as of the Effective Date, but excluding the effects of SEC Release No. 33837/April 8, 2020)). The calculation of the Asset Coverage Ratio shall be made in accordance with any exemptive relief or order granted or issued by the SEC with respect to the Indebtedness of any SBIC Subsidiary from the definition of Senior Securities only so long as (a) such order is in effect, and (b) no obligations have become due and owing pursuant to the terms of any Permitted SBIC Guarantee to which the Borrower or any other Obligor is a party. The outstanding utilized notional amount of any Credit Default Swap where an Obligor is a protection seller, in each case, less the value of the margin posted by the Borrower or any of its Subsidiaries thereunder at such time shall be treated as a Senior Security of the Borrower for the purposes of calculating the Asset Coverage Ratio.

  • Total Net Leverage Ratio means, as of any date of determination, the ratio, on a Pro Forma Basis, of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Test Period.

  • Consolidated Senior Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Senior Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.

  • Consolidated Asset Coverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Assets to (b) the sum of the aggregate amount of Revolving Borrowings and Term Loans then outstanding.

  • Net Leverage Ratio means, at any time, the ratio of (a)(i) Consolidated Total Indebtedness at such time minus (ii) the Qualified Cash Amount to (b) Consolidated EBITDA for the most recently completed period of four fiscal quarters.

  • Load Ratio Share means the ratio of a Transmission Customer’s Network Load to the Transmission Provider’s total load.

  • Senior Leverage Ratio means, as of any date of determination, on a Pro Forma Basis, the ratio of (i) Senior Indebtedness of the Borrower and its Subsidiaries as of such date to (ii) Annualized EBITDA for the Borrower and its Subsidiaries for the most recently ended Test Period.

  • management expense ratio means the total fees and expenses a fund paid during a year divided by its average assets for that year.

  • Debt to Equity Ratio means the ratio of the value of liabil- ities to equity, calculated according to s. 126.28 (6) (c) 2.

  • Loss Horizon Ratio means, for any Calculation Period, the quotient, expressed as a percentage, of (a) the aggregate initial Unpaid Balance of Eligible Receivables which arose during the four most recent Calculation Periods, divided by (b) the Net Pool Balance as of the most recent Month End Date.

  • Net Total Leverage Ratio means, on any date, the ratio of (A) (i) without duplication, the aggregate principal amount of any Consolidated Debt of the Borrower and its Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) Adjusted EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Total Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

  • Total Funded Debt means all Funded Debt of the Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

  • Expense Ratio is defined as a Fund's annual investment management fees and expenses (excluding taxes, interest, all brokerage commissions, other normal charges incident to the purchase and sale of portfolio securities, and extraordinary expenses) as a percentage of such Fund's daily net asset value.

  • Debt Ratio as at the last day of any fiscal quarter, the ratio of (a) Consolidated Total Debt minus Designated Cash Balances on such date to (b) Consolidated EBITDA.

  • Total Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Cash Flow Leverage Ratio means, as of any time the same is to be determined, the ratio of (a) Funded Debt as of the last day of the most recent four fiscal quarters of the Company then ended minus Excess Cash as of the last day of the same such period to (b) EBITDA for the same most recent four fiscal quarters then ended.

  • Consolidated First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Senior Net Leverage Ratio means, as of any date of determination, the ratio of (a) Senior Indebtedness on such date to (b) Consolidated Adjusted EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on or prior to such time (taken as one accounting period) in which financial statements for each quarter or fiscal year in such period have been or were required to be delivered pursuant to Section 5.01(a) or (b) without giving effect to any grace period applicable thereto.