Settlement Ratio definition

Settlement Ratio has the meaning provided in Section 2.2(f).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Settlement Ratio shall be determined in accordance with the following formula and is subject to adjustment as a result of certain events as provided in Article 7: (i) if the Settlement Price is less than the Cap Level but greater than the Floor Level, the Settlement Ratio shall be a ratio (rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th) equal to the Floor Level divided by the Settlement Price, (ii) if the Settlement Price is equal to or greater than the Cap Level, the Settlement Ratio shall be a ratio (rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th) equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less than the Floor Level, the Settlement Ratio shall be one (1).

Settlement Ratio. As defined in, and subject to, adjustment and rounding pursuant to, the Master Stock Purchase Agreement, but described generally as follows: If Settlement Price < Threshold Appreciation Price, but > than Downside Threshold Protection Price: Settlement Ratio = Downside Protection Threshold Price divided by Settlement Price. If Settlement Price >= Threshold Appreciation price, then Settlement Ratio = 1 minus ((Threshold Appreciation Price minus Downside Protection Threshold Price) divided by Settlement Price)). If Settlement Price <= Downside Protection Threshold Price, Settlement Ratio = 1 Market Disruption Event: The occurrence or existence at any time on any day of: the suspension of or limitation imposed on trading in the Common Stock on the Exchange or any successor exchange or in listed options on the Common Stock (by reason of movements in price exceeding limits permitted by the Exchange or otherwise), if in the determination of the Calculation Agent such suspension or limitation is material. Tax, Legal, and Regulatory Issues: Party B has consulted appropriate outside advisors regarding any relevant tax, legal or regulatory issues relating to this transaction, and is not relying on Bank of America for such advice. Party B has taken independent tax advice with respect to this Transaction from the independent tax advisor indicated in Party B’s Private Client Questionnaire.

Examples of Settlement Ratio in a sentence

• Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase and acquire from Seller, the number of shares of Common Stock (or security entitlements in respect thereof) equal to the product of the Base Amount and the Settlement Ratio.

• The Escrow Agent shall distribute a number of shares of Company Common Stock (the "UPT DISTRIBUTION SHARES") equal to the lesser of (i) the total number of shares then held in escrow and (ii) the number of shares determined by multiplying 186,705 (subject to the adjustment described in Section 1.1) by the UPT Settlement Ratio.

• The actual amount of Exchange Property receivable upon settlement of each Purchase Contract shall be a variable amount based upon the applicable Settlement Ratio and the Applicable Market Value of the Exchange Property at such time.

• No adjustment in the Settlement Ratio shall be required unless such adjustment would require an increase or decrease of at least one percent thereof; provided, however, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

• Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase and acquire from Seller, the number of shares of Common Stock for each Tranche established hereunder, equal to the product of the Base Amount for such Tranche and the Settlement Ratio for such Tranche.

More Definitions of Settlement Ratio

Settlement Ratio. For any Settlement Date, (i) if the Settlement Price for such Settlement Date is less than the Threshold Appreciation Price but greater than the Downside Protection Threshold Price, the Settlement Ratio shall be a ratio equal to the Downside Protection Threshold Price divided by the Settlement Price, (ii) if the Settlement Price for such Settlement Date is equal to or greater than the Threshold Appreciation Price, the Settlement Ratio shall be a ratio equal to one (1) minus a fraction the numerator of which is the excess of the Threshold Appreciation Price over the Downside Protection Threshold Price and the denominator of which is the Settlement Price, and (iii) if the Settlement Price for such Settlement Date is equal to or less than the Downside Protection Threshold Price, the Settlement Ratio shall be one (1), and in each calculation described in clause (i) or (ii) above, the Settlement Ratio shall be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th. Interest Calculation End Date: February 21, 2003 Extraordinary Dividend: Any cash dividend that is paid on the Common Stock, other than those described in Section 7.01(b)(i) or (ii) of the Master Stock Purchase Agreement, shall be considered an extraordinary dividend (it being understood that because there is no dividend currently paid on the Common Stock all such dividends shall be extraordinary dividends). ++ Confidential material redacted and filed separately with the Commission. 19 Spread: ++

Settlement Ratio has the meaning set forth in Section 3.13.

Settlement Ratio is equal to:

Settlement Ratio means, for any Settlement Date for any Transaction, the ratio determined in the manner set forth in the applicable Transaction Confirmation.

Settlement Ratio shall be determined in accordance with the following formula and is subject to adjustment as a result of certain events as provided in Article 7: (i) if the Settlement Price is less than the Threshold Appreciation Price but greater than the Downside Protection Threshold Price, the Settlement Ratio shall be a ratio (rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th) equal to the Downside Protection Threshold Price divided by the Settlement Price, (ii) if the Settlement Price is equal to or greater than the Threshold Appreciation Price, the Settlement Ratio shall be a ratio (rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th) equal to a fraction with a numerator equal to the sum of (A) the Downside Protection Threshold Price and (B) the excess, if any, of the Settlement Price over the Threshold Appreciation Price, and a denominator equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less than the Downside Protection Threshold Price, the Settlement Ratio shall be one (1).

Settlement Ratio means, for any Settlement Date, the ratio determined in the manner set forth in the applicable Transaction Confirmation.

Settlement Ratio means, with respect to any Tranche, rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th and determined in accordance with the following formula, and is subject to adjustment as a result of certain events as provided in Article 6: