Exchangeable Share Exchange Ratio definition

Exchangeable Share Exchange Ratio means, at any time and in respect of each Exchangeable Share, an amount equal to 1.00000, as at the Effective Date, as cumulatively adjusted from time to time thereafter by increasing the Exchangeable Share Exchange Ratio on each date after the Effective Date on which the board of directors of Parent pays any dividend or other distribution on the Delaware Common Stock (but excluding any dividends or distributions pursuant to a Preferred Stock Rights Agreement) by an amount, rounded to the nearest five decimal places, equal to (a)(i) the amount of such dividend or other distribution (which, in the case of a non-cash dividend, shall equal the fair value as determined by the Board of Directors in good faith and in its sole discretion), expressed on a per Delaware Common Stock per share basis, multiplied (ii) by the Exchangeable Share Exchange Ratio in effect on the Business Day immediately preceding the record date set for such dividend or other distribution, divided by (b) the Current Market Price on the record date set for such dividend or other distribution, and any such adjustment shall be determined by the Board of Directors in good faith and in its sole discretion and any such determination by the Board of Directors shall be conclusive and binding; provided, however, that the Exchangeable Share Exchange Ratio shall only be so adjusted to the extent that the Board of Directors determines in good faith and in its sole discretion that the Company would be liable for any unrecoverable tax as a result of paying any such dividend or distribution and determines to adjust the Exchangeable Share Exchange Ratio in lieu of paying an equivalent dividend or other distribution on the Exchangeable Shares in accordance with these Exchangeable Share Provisions.
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Exchangeable Share Exchange Ratio means the ratio of 1 Exchangeable Shares for each 1 MJM Share held by a Canadian Selling Shareholder;
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Exchangeable Share Exchange Ratio has the meaning ascribed thereto in the Exchangeable Share Provisions;
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Examples of Exchangeable Share Exchange Ratio in a sentence

  • If, between the date of this Agreement and the Effective Time, the outstanding Common Shares or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio shall be appropriately adjusted.

  • The Company's board of directors has received the written opinion of Broadview International LLC, financial advisor to the Company, dated the date of this Agreement, to the effect that the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio is fair to the shareholders of the Company from a financial point of view.

  • The parties hereby acknowledge and agree that the Parent Stock Exchange Ratio, the Exchangeable Share Exchange Ratio and any numbers relating to the capitalization of Parent set forth in this Agreement including any such capitalization numbers in Section 3.2(a), reflect the two-for-one stock split of Parent Common Stock that was declared effective on September 8, 2000.

  • Holders of Exchangeable Shares will be entitled to receive dividends economically equivalent to the dividends declared by the Company with respect to the Company Common Stock, unless there is an adverse tax consequence to Purchaser and Purchaser elects to equitably adjust the Exchangeable Share Exchange Ratio in lieu of paying such equivalent dividend.

  • In the case of a liquidation, dissolution, or winding-up of D-Wave, the Exchangeable Shares (other than those held by D-Wave, CallCo or their affiliates) will be automatically exchanged for one Common Share multiplied by the Exchangeable Share Exchange Ratio.


More Definitions of Exchangeable Share Exchange Ratio

Exchangeable Share Exchange Ratio means, at any time and in respect of each exchangeable share, an amount equal to 1.00000, as at the Effective Date, as cumulatively adjusted from time to time thereafter by increasing the Exchangeable Share Exchange Ratio on each date after the Effective Date on which the board of directors of Genius pays any dividend or other distribution on the shares of Genius common stock by an amount, rounded to the nearest five decimal places, equal to (a) (i) the amount of such dividend or other distribution (which, in the case of a non-cash dividend, will equal the fair value as determined by the board of directors of Exchangeco acting reasonably and in good faith), expressed on a per share of Genius common stock basis, multiplied
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Exchangeable Share Exchange Ratio means, at any time and in respect of each Exchangeable Share, an amount equal to 1.00000, as at the Effective Date, as cumulatively adjusted from time to time thereafter by increasing the Exchangeable Share Exchange Ratio on each date after the Effective Date on which the board of directors of Parent pays any dividend or other distribution on the Parent Shares by an amount, rounded to the nearest five decimal places, equal to (a)(i) the amount of such dividend or other distribution (which, in the case of a non-cash dividend, shall equal the fair value as determined by the Board of Directors in good faith and in its sole discretion), expressed on a per Parent Share basis, multiplied (ii) by the Exchangeable Share Exchange Ratio in effect on the Business Day immediately preceding the record date set for such dividend or other distribution, divided by (b) the Current Market Price on the record date set for such dividend or other distribution, and any such adjustment shall be determined by the Board of Directors in good faith and in its sole discretion and any such determination by the Board of Directors shall be conclusive and binding; provided, however, that the Exchangeable Share Exchange Ratio shall only be so adjusted to the extent that the Board of Directors determines in good faith and in its sole discretion that the Company would be liable for any unrecoverable tax as a result of paying any such dividend or distribution in cash and determines to adjust the Exchangeable Share Exchange Ratio in lieu of paying an equivalent dividend or other distribution on the Exchangeable Shares in accordance with these Exchangeable Share Provisions;
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Exchangeable Share Exchange Ratio means, at any time and in respect of each Exchangeable Share, an amount equal to 1.00000, as at the Effective Date, as cumulatively adjusted from time to time thereafter by increasing the Exchangeable Share Exchange Ratio on each date after the Effective Date on which the board of directors of D-Wave Quantum pays any dividend or other distribution on the D-Wave Quantum Shares by an amount, rounded to the nearest five decimal places, equal to (a)(i) the amount of such dividend or other distribution (which, in the case of a non-cash dividend, shall equal the fair value as determined by the Board of Directors in good faith and in its sole discretion), expressed on a per D-Wave Quantum Share basis, multiplied (ii) by the Exchangeable Share Exchange Ratio in effect on the Business Day immediately preceding the record date set for such dividend or other distribution, divided by (b) the Current Market Price on the record date set for such dividend or other distribution, and any such adjustment shall be determined by the Board of Directors in good faith and in its sole discretion and any such determination by the Board of Directors shall be conclusive and binding; provided, however, that the Exchangeable Share Exchange Ratio shall only be so adjusted to the extent that the Board of Directors determines in good faith and in its sole discretion that ExchangeCo would be liable for any unrecoverable tax as a result of paying any such dividend or distribution and determines to adjust the Exchangeable Share Exchange Ratio in lieu of paying an equivalent dividend or other distribution on the Exchangeable Shares in accordance with these Exchangeable Share Provisions;
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Related to Exchangeable Share Exchange Ratio

  • Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Exchangeable Shares means the exchangeable shares in the capital of the Company, having the rights, privileges, restrictions and conditions set forth herein;

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Exchangeable Stock means any Capital Stock of a corporation that is exchangeable or convertible into another security (other than Capital Stock of such corporation that is neither Exchangeable Stock or Redeemable Stock).

  • Option Exchange Ratio means the quotient of (i) the Common Per Share Consideration divided by (ii) the Acquirer Stock Price.

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Equity Award Exchange Ratio means the sum, rounded to the four decimal places, equal to (i) the Exchange Ratio, plus (ii) the quotient of (A) the Cash Consideration, divided by (B) the Parent ADS Price.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

  • Share Exchange has the meaning set forth in Section 2.1.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefor;