Final Exchange Ratio definition

Final Exchange Ratio means the quotient, rounded to the nearest ten-thousandth, obtained by dividing the Per Share Consideration by the Average Closing Price.
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Final Exchange Ratio means the quotient of (i) the number of shares of Parent Common Stock consideration constituting the Purchase Price actually delivered by Parent to the Sellers, in the aggregate, upon the completion of the Transaction pursuant to the SPA divided by (ii) the number of Company Exchange Shares actually delivered by the Sellers to the Purchaser, in the aggregate, upon the completion of the Transaction pursuant to the SPA.”
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Final Exchange Ratio shall have the meaning set forth in Section 2.03(c)(4).
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Examples of Final Exchange Ratio in a sentence

  • Withdrawing Your Shares After the Final Exchange Ratio Has Been Determined.

  • Except as otherwise provided herein, each issued and outstanding share of Common Stock shall be converted into the right to receive that number of fully paid and nonassessable shares of Holdings Common Stock equal to the Final Exchange Ratio (as defined herein).

  • The "Final Exchange Ratio" shall equal that number of fully paid and nonassessable shares of Holdings Common Stock that was delivered by the Purchaser with respect to each share of Common Stock that was validly tendered and not properly withdrawn and accepted for exchange pursuant to the terms of the Offer.

  • The maximum number of shares of WesterFed Common Stock to be converted into the right to receive Glacier Common Stock in the Merger will be the Exchange Ratio multiplied by the number of shares of WesterFed Common Stock that are issued and outstanding immediately prior to the Effective Date divided by the Final Exchange Ratio ("Calculated Stock Election Number").

  • Holders of Limited Common Stock will receive that fraction of a share of A&F Common Stock represented by the Final Exchange Ratio for each share of Limited Common Stock accepted for exchange.

  • On or after the second trading day prior to the Closing Date, at any time prior to the Effective Time, Towers Perrin shall issue to each Guaranteed Towers Perrin Award Holder a number of Guaranteed Towers Perrin RSUs equal to (A) the Guaranteed RSU Amount set forth in the award letter for his or her Guaranteed Towers Perrin Award, divided by (B) the product of (x) the Final Watson Wyatt Stock Price multiplied by (y) the Final Exchange Ratio.

  • Within five (5) days after the IPO, Parent shall recalculate the conversion of the Company Options by applying the Final Exchange Ratio, such that each Company Option holder is in the same position such holder would have been in had the Final Exchange Ratio been applied at Effective Time (including without limitation an adjustment of the Exercise Price using the Final Exchange Ratio).

  • The aggregate consideration payable to KSB shareholders, consisting of the Final Exchange Ratio multiplied by the number of shares of KSB common stock determined on a fully diluted basis, shall be not less than $12,500,000.

  • On July 31, 1996, Viacom exchanged 15,356,960 shares of Viacom Common Stock, including 5,417,211 shares of Viacom Class A Common Stock and 9,939,749 shares of Viacom Class B Common Stock, at a Final Exchange Ratio (as defined in the Offering Circular-Prospectus) of .4075 for each share of Viacom Common Stock accepted for exchange.

  • If an Acceptance Notice or Dispute Notice is not delivered on or prior to the Dispute Deadline, the Estimated Exchange Ratio shall automatically be deemed the Final Exchange Ratio for purposes of this Agreement and, effective as of the Dispute Deadline, Parent waives any and all rights to object to, dispute or challenge such Final Exchange Ratio.


More Definitions of Final Exchange Ratio

Final Exchange Ratio means the Exchange Ratio as fully and finally determined in accordance with Section 2.18 hereof.
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Final Exchange Ratio means the Pre-Final Exchange Ratio as adjusted, if required, by the foregoing adjustment on account of the Average Closing Price.
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Final Exchange Ratio means the quotient, rounded to the nearest ten- thousandth, obtained by dividing the Per Share Consideration by the Average Closing Price.
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Final Exchange Ratio means the quotient, rounded to the nearest ten-thousandth, obtained by dividing the Per Share Consideration by the Average Closing Price. "Outstanding Shares Number" shall mean shares of Company Common Stock issued and outstanding immediately prior to the Effective Time. "Per Share Consideration" shall mean the quotient obtained by dividing the Aggregate Merger Consideration by the Outstanding Shares Number. "Preliminary Stock Ratio" shall mean the quotient, rounded to the nearest ten-thousandth obtained by dividing $40.50 by the Average Closing Price provided, that (i) if the Average Closing Price is equal to or greater than $31.05, the Preliminary Stock Ratio shall be 1.3043 (the "Minimum Stock Ratio"), and (ii) if the Average Closing Price is equal to or less than $22.95, the Preliminary Stock Ratio shall be 1.7647 (the "Maximum Stock Ratio").
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Final Exchange Ratio means the result (rounded to nine decimal places) obtained by dividing (i) the total number of Fully Diluted Watson Wyatt Shares immediately prior to the Effective Time by (ii) the quotient of (x) the total number of Fully Diluted Towers Perrin Shares (but not including any Towers Perrin RSUs or any shares issuable upon exercise of any Towers Perrin RSUs) immediately prior to the Effective Time, divided by (y) 0.90;
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Final Exchange Ratio shall be the product of the Initial Exchange Ratio times the following multiplier, calculated to the nearest .001:
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Related to Final Exchange Ratio

  • Reference Exchange Rate means the exchange rate which is used as the basis to calculate any currency exchange and which is made available by the payment service provider or comes from a publicly available source;

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

  • Exchange Rate means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

  • Reference Price means the Reference Price of the Underlying as specified in § 1 of the Product and Underlying Data.

  • Average Price means the average closing price of a share of the Substitute Common Stock for the one year immediately preceding the consolidation, merger or sale in question, but in no event higher than the closing price of the shares of Substitute Common Stock on the day preceding such consolidation, merger or sale; provided that if Issuer is the issuer of the Substitute Option, the Average Price shall be computed with respect to a share of common stock issued by the person merging into Issuer or by any company which controls or is controlled by such person, as the Holder may elect.