Exchange Fraction definition
Examples of Exchange Fraction in a sentence
The Exchange Fraction shall be the fraction derived by dividing 1,155,000 by the total number of Shares outstanding as of the Effective Time.
In consideration of the issuance to Parent by the Surviving Corporation of shares of common stock of the Surviving Corporation pursuant to Section 2.1(a) hereof and subject to Section 2.1(b), Parent shall issue to the Exchange Agent such number of Parent Shares as is equal to the number of Shares outstanding immediately prior to the Effective Time multiplied by the Exchange Fraction.
Parent has received the opinion of its financial advisor, Cardinal Advisory, Inc., dated the date hereof, to the effect that, as of such date, the Exchange Fraction is fair to the Company’s shareholders from a financial point of view, and a copy of such opinion has been provided to the Company.
By way of illustration, if the total number of Shares outstanding as of the Effective Time (including Shares issuable pursuant to exercise of the SunLink Warrant) were 6,382,744 (as is anticipated by the Company), the Exchange Fraction would be 0.1810 (1,155,000 ÷ 6,382,744), such that for each one Share the holder thereof would receive 0.1810 Parent Shares.
By way of illustration, if the total number of Shares outstanding as of the Effective Time were 6,247,744 (as is anticipated by the Company), the Exchange Fraction would be 0.1847 (1,155,000 ÷ 6,247,744), such that for each one Share the holder thereof would receive 0.1847 Parent Shares.
For any date of determination, a fraction equal to the excess, if any, of 1 over the Class 1-A-7 Exchange Fraction for such date.
The Company has received the opinion of its financial advisor, Harpeth Capital Atlanta, LLC, dated the date hereof, to the effect that, as of such date, the Exchange Fraction is fair to the Company’s shareholders from a financial point of view, and a copy of such opinion has been provided to the Parent.