Exchange Quotient definition

Exchange Quotient of any quantity means the quotient obtained from dividing such quantity by the Exchange Ratio. For purposes of this Agreement, the term "Subsidiary", when used with respect to any Person, means any corporation or other organization, whether incorporated or unincorporated, of which (A) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person (through ownership of securities, by contract or otherwise) or (B) such Person or any Subsidiary of such Person is a general partner of any general partnership or a manager of any limited liability company. For the purposes of this Agreement, the term "Person" means any individual, organization, corporation, partnership, joint venture, limited liability company, trust or entity of any kind.
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Exchange Quotient means the quotient obtained from dividing such quantity by the Exchange Ratio, rounded to five decimal places.
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Exchange Quotient of any quantity means the quotient obtained from dividing such quantity by the Exchange Ratio. For purposes of this Agreement, the term "Subsidiary", when used with respect to any Person, means any corporation or other organization, whether incorporated or unincorporated, of which (A) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person
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More Definitions of Exchange Quotient

Exchange Quotient. Section 2.1(g) “Exchange Ratio” Section 2.1(a) “Financing Agreement” Section 4.25 “Financing Notice” Section 4.25 “Financing Transaction” Section 4.25 “Florida Law” Section 1.1 “Florida Secretary” Section 1.2 “GAAP” Section 3.9 “Government Entity” Section 3.3 “group health plan” Section 3.19(k) “Hazardous Material” Section 3.20(a) “Hazardous Materials Activities” Section 3.20(b) “Holder” Section 2.3(c) “HSR Act” Section 3.3 “IRS” Section 3.19(j) “law” Section 9.11 “Merger Consideration” Section 2.1(a) “Merger Sub Common Stock” Section 2.1(d) “Merger Sub” Preamble “Merger”. Recitals
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Exchange Quotient. Section 2.1(g) “Exchange Ratio” Section 2.1(a) “Financing Agreement” Section 4.25 “Financing Notice” Section 4.25 “Financing Transaction” Section 4.25 “Florida Law” Section 1.1 “Florida Secretary” Section 1.2 “GAAP” Section 3.9 “Government Entity” Section 3.3 “group health plan” Section 3.19(k) “Hazardous Material” Section 3.20(a) “Hazardous Materials Activities” Section 3.20(b) “Holder” Section 2.3(c) “HSR Act” Section 3.3 “IRS” Section 3.19(j) “law” Section 9.11 “Merger Consideration” Section 2.1(a) “Merger Sub Common Stock” Section 2.1(d) “Merger Sub” Preamble “Merger” Recitals “Nasdaq” Section 2.1(f) “Outside Date” Section 8.1(b) “Parent Balance Sheet” Section 4.9 “Parent Certificates” Section 2.1(b) “Parent Common Stock” Recitals “Parent Contract” Section 4.15(a) “Parent Disclosure Statement” Article IV “Parent Employee Benefit Plan” Section 4.19(a) “Parent Environmental Permits” Section 4.20(c) “Parent ERISA Affiliate” Section 4.19(a) “Parent Exchange Options” Section 2.2(a) “Parent Expenses” Section 8.3(b)(iii) “Parent Financial Statements” Section 4.9 “Parent Interim Financial Statements” Section 4.9 “Parent IP Rights” Section 4.17(a) “Parent Material Adverse Effect” Section 4.1(a) “Parent Superior Offer” Section 5.6(c) “Parent Options” Section 4.6(b) “Parent Preferred Stock” Section 4.6(a) “Parent Proposals” Section 5.6(a) “Parent Proxy Statement” Section 3.24 “Parent Purchase Plan” Section 2.2(b) “Parent Representative” Section 5.3(b) “Parent SEC Reports” Section 4.7 “Parent Special Meeting” Section 5.6 “Parent Stock Plans” Section 4.6(b) “Parent Subsidiaries” Section 4.1(a) “Parent Superior Offer” Section 5.6(c) “Parent Termination Fee” Section 8.3(b)(ii) “Parent Voting Agreements” Recital D “Parent” Preamble “Pension Plans” Section 3.19(a) “Person” Section 2.1(g) “Potential Acquiror” Section 5.3(c) “Reference Date” Section 3.11 “Registration Statement” Section 3.24 “Replacement Financing” Section 4.25 “SEC” Section 3.7 “Securities Act” Section 3.7 “Stock Consideration” Section 2.1(a) “Subsidiary” Section 2.1(g) “Surviving Corporation” Section 1.1
Sample 1
Exchange Quotient of any quantity means the quotient obtained from dividing such quantity by the Exchange Ratio. For purposes of this Agreement, (i) the term "Subsidiary", when used with respect to any Person, means any
Sample 1
Exchange Quotient. Section 2.1(g) “Exchange Ratio” Section 2.1(a) “GAAP” Section 3.9 “Government Entity” Section 3.3 “group health plan” Section 3.19(k) “Hazardous Material” Section 3.20(a) “Hazardous Materials Activities” Section 3.20(b) “Holder” Section 2.3(c) “IRS” Section 3.19(j) “law” Section 9.11 “Merger” Recitals “Merger Sub” Preamble “Merger Sub Common Stock” Section 2.1(d) “Nasdaq” Section 2.1(f) “Pension Plans” Section 3.19(a) “Person” Section 2.1(g) “Potential Acquiror” Section 5.3 “Proxy Statement/Prospectus” Section 3.24 “Qualified Position” Section 5.18(h) “Reference Date” Section 3.9 “Registration Statement” Section 3.24 “SEC” Section 3.7 “Securities Act” Section 3.7 “Seller” Preamble “Seller Acquisition” Section 8.3(b) “Seller Affiliate Agreement” Section 5.10 “Seller Balance Sheet” Section 3.9 “Seller Certificate” Section 2.3(c) “Seller Common Stock” Recitals “Seller Contract” Section 3.15(a) “Seller Disclosure Statement” Article III
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Related to Exchange Quotient

  • 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.

  • Average VWAP means the average of the VWAP for each Trading Day in the relevant period.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Exchange Amount means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.5(b) hereof.

  • Mid-Market Swap Rate Quotation means a quotation (expressed as a percentage rate per annum) for the relevant Mid-Market Swap Rate;

  • Fully Diluted Weighted Average Basis means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted average number of Outstanding Units during such period plus (b) all Partnership Interests and Derivative Partnership Interests (i) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, in each case that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise or exchange price, if any, is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests and Derivative Partnership Interests shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (x) the number of Units issuable upon such conversion, exercise or exchange and (y) the number of Units that such consideration would purchase at the Current Market Price.

  • Exchange Factor means 1.0; provided, however, that if the General Partner: (a) declares or pays a dividend on its outstanding Common Stock in Common Stock or makes a distribution to all holders of its outstanding Common Stock in Common Stock; (b) subdivides its outstanding Common Stock; or (c) combines its outstanding Common Stock into a smaller number of shares of Common Stock, the Exchange Factor shall be adjusted by multiplying the Exchange Factor by a fraction, the numerator of which shall be the number of shares of Common Stock issued and outstanding on the record date for such dividend, contribution, subdivision or combination (assuming for such purpose that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of shares of Common Stock (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Exchange Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

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

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Conversion Value means, with respect to Convertible Capital Appreciation Bonds, the Accreted Value as of the Conversion Date.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • IPO Price means the initial public offering price of a REIT Share in the IPO.

  • Conversion Percentage means, (A) the number of Class B Ordinary Shares being converted, divided by (B) the total number of Class B Ordinary Shares issued and outstanding (i.e. up to 1,000).

  • Conversion Amount means the sum of the Stated Value at issue.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.