Series B Exchange Ratio definition

Series B Exchange Ratio means the number of ENLC Common Units issuable upon the exchange of each Series B Preferred Unit (including any accrued and unpaid Series B PIK Preferred Units), which shall equal the product of (i) the Series B Distribution Exchange Rate at the applicable time, multiplied by (ii) the Common Unit Exchange Ratio.

Series B Exchange Ratio means the sum of (a) the Common Exchange Ratio and (b) the quotient obtained by dividing (i) the Series B Preference Payment by (ii) the Closing Date Share Value.

Series B Exchange Ratio shall have the meaning specified in Section 3.01(c).

Examples of Series B Exchange Ratio in a sentence

• DLJ has delivered to the board of directors of STC its written opinion to the effect that, as of the date hereof, the Common Exchange Ratio, the Series A Exchange Ratio and the Series B Exchange Ratio to be offered to the stockholders of STC in the proposed transaction are fair to such stockholders from a financial point of view.

• Xxxxxx Brothers has delivered to the board of directors of CGI its written opinion to the effect that, as of the date hereof, each of the Common Exchange Ratio, the Series A Exchange Ratio and the Series B Exchange Ratio is fair to the holders of shares of CGI Common Stock from a financial point of view.

• Upon the occurrence of each ----------------------------- adjustment or readjustment of the Series B Exchange Ratio pursuant to this Section 7, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series B Common Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

• Lehmxx Xxxthers has delivered to the board of directors of CGI its written opinion to the effect that, as of the date hereof, each of the Common Exchange Ratio, the Series A Exchange Ratio and the Series B Exchange Ratio is fair to the holders of shares of CGI Common Stock from a financial point of view.

• Subject to Section 1.12, each issued and outstanding share of Series B Preferred Stock (other than shares to be canceled in accordance with Section 1.6(b) and any Dissenting Shares to the extent provided in Section 1.9) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive that fraction of a share of Parent Common Stock equal to the Series B Exchange Ratio.

More Definitions of Series B Exchange Ratio

Series B Exchange Ratio means that number equal to a quotient, (A) the numerator of which shall be the Aggregate Series B Share Number, and (B) the denominator of which shall be the total number of shares of Company Series B Preferred Stock assuming full exercise of all warrants and stock options that are exercisable for Company Series B Preferred Stock. "Series B Return on Capital Amount" shall be calculated as follows: - if the product of (1) the Aggregate Preferred Share Number and (2) the Average Stock Price is equal to or greater than the Aggregate Liquidation Preference, then the "Series B Return on Capital Amount" shall be equal to the aggregate liquidation preference, in dollars, for the Company Series B Preferred Stock pursuant to Section 3.b of the Company's Amended and Restated Articles of Incorporation filed with the State of California on April 14, 1999; and - if the product of (1) the Aggregate Preferred Share Number and (2) the Average Stock Price is less than the Aggregate Liquidation Preference, then the "Series B Return on Capital Amount" shall be equal to the product obtained by multiplying the following three numbers: (A) the Aggregate Preferred Share Number, (B) the Average Stock Price and (C) the percentage of the Aggregate Liquidation Preference that relates to Company Series B Preferred Stock.

Series B Exchange Ratio means the result obtained by dividing (i) the product of (A) the Series B Preference Percentage multiplied by (B) the Preferred Merger Shares, by (ii) the total number of shares of Series B Preferred Stock outstanding immediately prior to the Effective Time.

Series B Exchange Ratio will equal the quotient obtained by dividing (A) the total number of Merger Shares not issued to the holders of ANI Series D Preferred Stock under clause (i) above or ANI Series C Preferred Stock under clause (ii) above having an aggregate Share Value equal to or less than the Series B Preference Amount (or, if less, the remaining Merger Shares), by (B) the number of outstanding ANI Series B Preferred Stock immediately prior to the Effective Time.

Series B Exchange Ratio means an amount equal to the product of (a) the Exchange Ratio multiplied by (b) the conversion ratio at which Company Preferred Series A Stock may be converted into Company Common Stock in accordance with the Certificate of Incorporation of Company in effect immediately prior to the Effective Time.

Series B Exchange Ratio. (in the case of Series B Shares), the “Series C Exchange Ratio” (in the case of Series C Shares) and the “Series D Exchange Ratio” (in the case of Series D Shares), each as defined in and determined in accordance with the provisions of this Section 2.1(c). All such shares of Synchrologic Common Stock and Synchrologic Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Pumatech Common Stock to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 2.4.

Series B Exchange Ratio as defined in Section 2.7(b).

Series B Exchange Ratio for exchange of the Series B Preferred Stock in the Merger shall be determined by dividing 379,525 by the total number of shares of Series B Preferred Stock outstanding immediately prior to the Effective Time.