Navitas Delaware Exchange Ratio definition

Navitas Delaware Exchange Ratio means the quotient (rounded to four decimal places) obtained by dividing (x) (1) $950,000,000 (as reduced by the estimated Irish stamp duty amount) (2) multiplied by the percentage of the value of Navitas allocated to the shares of Navitas Delaware as determined by a valuation analysis (3) divided by $10.00 by (y) the total number of Navitas Delaware Common Shares outstanding immediately prior to the Closing, expressed on a fully-diluted and as-converted to Navitas Delaware Common Shares basis, and including without duplication, (A) the number of Navitas Delaware Common Shares (including Navitas Delaware Restricted Shares), (B) the number of Navitas Delaware Preferred Shares that would be issuable upon a conversion of all the Navitas Delaware Preferred Shares, (C) the number of Navitas Delaware Common Shares subject to Navitas Delaware Options that are issuable upon the net exercise of such Navitas Delaware Options, (D) the number of Navitas Delaware Common Shares issuable upon the cash exercise of the unexpired Navitas Delaware Warrants (assuming that any Navitas Delaware Warrants that are exercisable for Navitas Delaware Preferred Shares are exercisable for the number of Navitas Delaware Common Shares into which such Navitas Delaware Preferred Shares are convertible) and (E) the number of Navitas Delaware Common Shares issuable upon the settlement of Navitas Delaware Restricted Stock Units granted following the date of the Business Combination Agreement and prior to the Closing (assuming no net settlements) (assuming, solely for purposes of the foregoing clauses (A) through (E), that all Navitas Delaware Options, Navitas Delaware Warrants and Navitas Delaware Restricted Stock Units are vested and after taking into consideration any Navitas Delaware Warrants that are terminated, exercised or deemed exercised by their terms as contemplated by the Business Combination Agreement prior to the Offer Expiration Time);
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Navitas Delaware Exchange Ratio means the quotient (rounded to four decimal places) obtained by dividing (x) (1) $950,000,000 (as reduced by the estimated Irish stamp duty amount) (2) multiplied by the percentage of the value of Navitas allocated to the shares of Navitas Delaware as determined by a valuation analysis (3) divided by $10.00 by (y) the total number of Navitas Delaware Common Shares outstanding immediately prior to the Closing, expressed on a fully-diluted and as-converted to Navitas Delaware Common Shares basis, and including without duplication, (A) the number of Navitas Delaware Common
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Navitas Delaware Exchange Ratio means the following ratio (rounded to four decimal places): (a) the Navitas Delaware Aggregate Consideration Shares divided by (b) the Navitas Delaware Fully-Diluted Outstanding Shares.
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Examples of Navitas Delaware Exchange Ratio in a sentence

  • At the Closing on October 19, 2021, each Navitas Delaware Common Share (other than the outstanding Navitas Delaware Restricted Shares) and each Navitas Delaware Preferred Share, in each case, issued and outstanding immediately prior to the Effective Time, was canceled and converted into the right to receive (A) the number of shares of Class A Common Stock equal to the Navitas Delaware Exchange Ratio and (B) the contingent right to receive the applicable Earnout Shares, in each case, without interest.

Related to Navitas Delaware 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

  • 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.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

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

  • Merger Sub 2 has the meaning set forth in the Preamble.

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

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Second Merger has the meaning set forth in the Recitals.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

  • First Merger has the meaning set forth in the Recitals.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Company Merger has the meaning specified in the Recitals hereto.

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • MergerSub has the meaning set forth in the preamble hereto.

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

  • Merger Agreement has the meaning set forth in the Recitals.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Effective Time has the meaning set forth in Section 2.2.

  • 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;