Series E Exchange Ratio definition

Series E Exchange Ratio means the number obtained by dividing (x) the Total Stock Consideration minus the Retention Plan Allocation by (y) the sum of (i) number of shares of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time and (ii) the number of shares of Company Series E Preferred Stock into which any outstanding convertible or exchangeable securities that do not terminate at the Effective Time (including the Company Series E Preferred Warrants) may be converted or exchanged.

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

Series E Exchange Ratio means the quotient, rounded to the fourth decimal place, of (A) 6,042.26, divided by (B) the number of shares of Series E Preferred Stock, or issuable upon exercise or conversion of all options or warrants for, securities convertible into, or other rights to acquire Series E Preferred Stock, outstanding immediately prior to the Effective Time, but immediately following the Repurchase.

Examples of Series E Exchange Ratio in a sentence

• Each holder of Company Series E 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 E Exchange Ratio for each share of Company Series E Preferred Stock (the “Series E Share Consideration”), and (ii) an amount of cash that is equal to the Series E Cash Consideration for each share of Company Series E Preferred Stock.

• At the Effective Time, each share of Target Series E Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) will be automatically converted into the right to receive that number of shares of Acquiror Common Stock equal to the Series E Exchange Ratio, rounded down to the nearest whole share of Acquiror Common Stock.

• Subject to Section 1.12, each issued and outstanding share of Series E 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 E 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.

• Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Series E Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on the part of the holder thereof, be converted into and represent the right to receive a number of shares of validly issued, fully paid and nonassessable PAR3 Series C-1 Preferred Stock equal to the Series E Exchange Ratio.

More Definitions of Series E Exchange Ratio

Series E Exchange Ratio means the sum of (i) the quotient obtained by dividing (x) the Merger Consideration minus the Liquidation Share Number by

Series E Exchange Ratio means the quotient of (i) $1.54 divided by (ii) the Closing Price.

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

Series E 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 $4.05 by the Liquidation Preference Share Price.

Series E Exchange Ratio shall be deleted.

Series E Exchange Ratio has the meaning set forth in Section 1.6(c).

Series E Exchange Ratio means the product of (a) the quotient obtained by dividing (i) the sum of (A) the Preferred Stock Consideration Number and (B) the Additional Preferred Consideration Number by (ii) the Aggregate Liquidation Preference multiplied by (b) $7.50.