Series C Exchange Ratio definition

Series C Exchange Ratio means the quotient obtained by dividing (a) the sum of the Liquidation Value of the Series C Preferred plus the Participation Value of the Series C Preferred minus the Series C Cash Consideration, by (b) the Closing Price.

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

Series C 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 having an aggregate Share Value equal to the Series C Preference Amount (or, if less, the remaining Merger Shares), by (B) the number of outstanding ANI Series C Preferred Stock immediately prior to the Effective Time.

Examples of Series C Exchange Ratio in a sentence

• Subject to Section 1.12, each issued and outstanding share of Series C 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 C Exchange Ratio.

• Subject to Section 2.4(d), each share of Series C Preferred Stock of Company ("Series C Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be cancelled pursuant to Section 2.4(b) and any Dissenting Shares) will be cancelled and extinguished and be converted automatically into the right to receive 0.221239 shares of Parent Common Stock (the "Series C Exchange Ratio").

• The "Exchange Ratios" shall mean the --------------- Common Exchange Ratio, the Series A Exchange Ratio, the Series B Exchange Ratio, the Series C Exchange Ratio or the Series D Exchange Ratio, as applicable.

• The Series C Exchange Ratio is calculated by dividing (i) the quotient obtained by dividing (A) the Series C Merger Consideration less the Series C Cash Consideration, by (B) the number of Outstanding Shares of Series C Preferred, by (ii) the Trading Price.

• The "Aggregate Preferred Number" shall mean the sum of (w) the product obtained by multiplying the Outstanding Series A Amount by the Series A Exchange Ratio, plus (x) the product obtained by multiplying the Outstanding Series B Amount by the Series B Exchange Ratio, plus (y) the product obtained by multiplying the Outstanding Series C Amount by the Series C Exchange Ratio, plus (z) the product obtained by multiplying the Outstanding Series D Amount by the Series D Exchange Ratio.

More Definitions of Series C Exchange Ratio

Series C Exchange Ratio means the quotient, rounded to the fourth decimal place, of (A) 451.57, divided by (B) the number of shares of Series C Preferred Stock, or issuable upon exercise or conversion of all options or warrants for, securities convertible into, or other rights to acquire Series C Preferred Stock, outstanding immediately prior to the Effective Time but immediately following the Repurchase.

Series C Exchange Ratio means that number equal to a quotient, (A) the numerator of which shall be the Aggregate Series C Share Number, and (B) the denominator of which shall be the total number of shares of Company Series C Preferred Stock of the Company assuming full exercise of all warrants and stock options that are exercisable for Company Series C Preferred Stock. "Series C 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 C Return on Capital Amount" shall be equal to the aggregate liquidation preference, in dollars, for the Company Series -52- 58 C Preferred Stock pursuant to Section 3.a 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 C 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 C Preferred Stock.

Series C Exchange Ratio shall have the meaning ascribed to it in Section 2.1(b).

Series C Exchange Ratio means the quotient of ----------------------- (i) $2,000 plus the amount, determined as of the Effective Time, of all accrued but unpaid dividends per share of the CCS Series C Preferred Stock issued and outstanding, divided by (ii) $5. Each share of Series D-1 Redeemable Preferred Stock of CCS and Series D-2 Redeemable Preferred Stock of CCS (collectively, the "CCS Series D Preferred ---------------------- Stock") issued and outstanding immediately prior to the Effective Time shall be ----- converted into such number of validly issued, fully paid and nonassessable shares of PaeTec Class A Common Stock equal to the product of one (1) share and the Series D Exchange Ratio. As used in this Agreement, the "Series D Exchange ----------------- Ratio," with respect to each share of CCS Series D Preferred Stock issued and ----- outstanding, shall mean the quotient of (i) $2,000 plus the amount, determined as of the Effective Time, of all accrued but unpaid dividends per such share of the CCS Series D Preferred Stock, divided by (ii) $5.

Series C Exchange Ratio means the number of Merger Shares into which each share of Series C Preferred will be converted pursuant to this Agreement.

Series C 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 B 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 C Exchange Ratio shall have the meaning set forth in Section 3.1(c) of this Agreement.