Exchange Offer Ratio definition

Exchange Offer Ratio means the number of shares of Parent Common Stock determined as set forth below:
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Exchange Offer Ratio shall have the meaning set forth in the Recitals.
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Exchange Offer Ratio means 2.47221, or, if the Moon Reverse Stock Split has occurred prior to the Effective Time, 0.82407.
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Examples of Exchange Offer Ratio in a sentence

  • The exercise price per share of Moon Common Stock under an Assumed Comet Option resulting from the conversion of a Comet Option shall be equal to the exercise price per share of Comet Common Stock under the original Comet Option immediately prior to the Merger Effective Time divided by the Exchange Offer Ratio, provided that such exercise price shall be rounded up to the nearest whole cent.

  • The number of shares of Moon Common Stock to be subject to an Assumed Comet Option resulting from the conversion of a Comet Option shall be equal to the product of the number of shares of Comet Common Stock subject to the Comet Option immediately prior to the Merger Effective Time multiplied by the Exchange Offer Ratio, provided that any fractional shares of Moon Common Stock resulting from such multiplication shall be rounded down to the nearest whole share.

  • The Commencement Condition in Clause 12.1.7 (except in the absence of a decision from the EU Commission or in the case of a decision declaring that the Combination is incompatible with the common market) is for the benefit of both Parties and can only be waived jointly by AF and KL, provided that the consequences of any conditions or undertakings from the EU Commission shall (i) not affect the Exchange Offer Ratio and (ii) be allocated between the Parties in a fair and reasonable manner.

  • Such notice shall contain the date of the consummation of the Mandatory Exchange Transaction (the “Consummation Date”), the Exchange Offer Ratio and the manner in which the holders of Common Stock may exchange the certificates previously representing shares of Common Stock for certificates representing the shares of JBS USA Common Stock into which such shares of Common Stock shall have been mandatorily exchanged.

  • Exchange Offer Ratio Up to all of the outstanding aggregate principal amount of the Existing Notes will be exchanged for up to $85 million aggregate principal amount of New Notes, a number of shares of Series B Senior Preferred Stock with an aggregate liquidation preference of $120 million and up to $30 million in cash, based upon market conditions and the current trading price of the Existing Notes at the launch of the Exchange Offer.

  • Merger Co. expressly reserves the right to waive any such condition and to increase the Exchange Offer Ratio.

  • Because the Exchange Offer Ratio is fixed in the Business Combination Agreement, the market value of the McDermott Common Stock that CB&I shareholders will receive in connection with the Combination may vary significantly from the prices shown in the table above.

  • If the person concerned receives a transitional benefit, the annual introduction benefit shall be reduced by 40 per cent of any transitional benefit that exceeds half of the Basic amount from the National Insurance Scheme.

  • The affairs of the Council shall be managed under the authority and direction of the Board of Directors, who shall act by majority vote of the Directors present at a meeting at which there is a quorum, except as otherwise expressly required by these Bylaws or applicable law.

  • Proxima represents and warrants to In Focus that Proxima has received the opinion of Duetche Banc Alex, Xxxxx ("DBAB"), to the effect that, as of the date of this Agreement, the Exchange Offer Ratio is fair from a financial point of view to the holders of Proxima Ordinary Shares.


More Definitions of Exchange Offer Ratio

Exchange Offer Ratio has the meaning ascribed to it in Clause 13.1;
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Exchange Offer Ratio shall have the meaning set forth in Section 1.1(a).
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Exchange Offer Ratio means the number of shares of Parent Common Stock determined as set forth below: (i) If the Average Exchange Offer Price is equal to or greater than $15.40, the Exchange Ratio shall be 1.948 shares of Parent Common Stock; (ii) If the Average Exchange Offer Price is less than $15.40 and greater than $12.60, the Exchange Ratio shall be determined by dividing $30.00 by the Average Price; and
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Related to Exchange Offer Ratio

  • Exchange Offer Registration Period means the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Registered Exchange Offer means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

  • Exchange Day means a day which is (or, but for the occurrence of an Extraordinary Event, would have been) a trading day on each of the Principal Exchanges and Related Exchanges for the Shares comprising the Equity Portfolio or related contracts, options or instruments, including a day on which trading on such an exchange is scheduled to close prior to its regular closing time. If such term is used in relation to a particular Share, "Exchange Day" means a day which is (or, but for the occurrence of a Market Disruption Event in respect of the Share, would have been) a trading day on each Principal Exchange and Related Exchange for the Share or related contracts, options or instruments, including a day on which trading on such an exchange is scheduled to close prior to its regular closing time.

  • Net Proceeds Offer Trigger Date has the meaning provided in Section 4.16.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.

  • Transfer Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Exchange Date means, in relation to a temporary Global Note, the day falling after the expiry of 40 days after its issue date and, in relation to a permanent Global Note, a day falling not less than 60 days, or in the case of failure to pay principal in respect of any Notes when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Fiscal Agent is located and in the city in which the relevant clearing system is located.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a valid Tender, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully Remarketed, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Private Exchange Securities shall have the meaning set forth in Section 2.1 hereof.

  • Private Exchange Notes See Section 2(b) hereof.

  • Transfer Restricted Definitive Notes means Definitive Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.

  • Private Exchange shall have the meaning set forth in Section 2.1 hereof.

  • Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • Asset Sale Offer shall have the meaning specified in Section 4.13.

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

  • Hold-the-Offering-Price Maturities means those Maturities of the Notes listed in Schedule A hereto as the “Hold-the-Price Maturities.”

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Early Preference Share Redemption Event means the event that occurs if:

  • Exchange Business Day means any Scheduled Trading Day on which the Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time.

  • Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.