Series D Exchange Ratio definition

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

Series D Exchange Ratio will equal the quotient obtained by dividing (A) the total number of Merger Shares having an aggregate Share Value equal to or less than the Series D Preference Amount, by (B) the number of outstanding shares of ANI Series D Preferred Stock immediately prior to the Effective Time.

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

Examples of Series D Exchange Ratio in a sentence

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

• To the extent a Management Carve-Out Recipient elects not to receive his share of the Management Carve-Out Amount, such amount shall be added to the Preferred Stock Consideration and the Preferred Cash Consideration and the Series A Exchange Ratio, the Series B Exchange Ratio, the Series C Exchange Ratio, the Series D Exchange Ratio; the Series E Exchange Ratio, and the Preferred Cash Consideration shall be adjusted proportionately.

• Each holder of Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time shall be entitled to receive the following: (i) the number of shares of Parent Common Stock that is equal to the Series D Exchange Ratio for each share of Company Series D Preferred Stock (the “Series D Share Consideration”), and (ii) an amount of cash that is equal to the Series D Cash Consideration for each share of Company Series D Preferred Stock.

• 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 "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 D Exchange Ratio

Series D Exchange Ratio means a fraction, calculated to seven decimal places, equal to the product of the Parent Stock Amount and the Series D Percentage, divided by the number of shares of Series D Preferred Stock that are issued and outstanding on a fully exercised, fully converted basis immediately prior to the Effective Time.

Series D Exchange Ratio means the quotient, rounded to the fourth decimal place, of (A) 0.420, divided by (B) the number of shares of Series D Preferred Stock, or issuable upon exercise or conversion of all options or warrants for, securities convertible into, or other rights to acquire Series D Preferred Stock, outstanding immediately prior to the Effective Time but immediately following the Repurchase.

Series D Exchange Ratio shall have the meaning set forth in Section 3.1(d) of this Agreement.

Series D Exchange Ratio means for one (1) share of Series D Convertible Preferred Stock for every $10,000.00 of Note Value held by

Series D Exchange Ratio means, subject to Section 2.1.2(g), the quotient (calculated to the fourth decimal place and truncated thereafter) obtained by dividing Two Hundred Eleven Thousand Six Hundred Forty-Four (211,644) by the Company Series D Preferred Stock outstanding on the Closing.

Series D Exchange Ratio means the sum of (i) the quotient obtained by dividing (x) the Merger Consideration minus the Liquidation Share Number by (y) the Aggregate Common Number, plus (ii) the quotient obtained by dividing $3.71 by the Liquidation Preference Share Price.

Series D Exchange Ratio means the greater of (a) the number of shares and/or fraction of a share of Broadcom Common Stock issuable per share of Company Series D Preferred Stock pursuant to Section 3 of Article III.D of the Company's Restated Articles of Incorporation in the event of a "liquidation" (as defined therein), assuming a dollar value for each share of Broadcom Common Stock equal to the Closing Price, or (b) the Common Stock Exchange Ratio, calculated without giving effect to the First Earn-Out or the Second Earn-Out and without giving effect to the proviso in the definitions of "Aggregate Common Amount" and "Aggregate Common Number".