Calculation of the Exchange Ratio. For purposes of this Agreement, the “Exchange Ratio” shall be one (1) share of La Jolla Common Stock (assuming the effectiveness of the Reverse Stock Split) in exchange for one (1) share of Adamis Common Stock outstanding immediately before the Effective Time.
Calculation of the Exchange Ratio. (a) No later than five (5) Business Days before the Anticipated Closing Date, Parent will deliver to the Company Parent’s determination of the Exchange Ratio (the “Exchange Ratio Statement”); provided, that, the Company shall cooperate with Parent and provide information to Parent to the extent necessary to allow Parent to calculate the Exchange Ratio.
Calculation of the Exchange Ratio. For purposes of this Agreement, the “Exchange Ratio” shall be a number of shares of New Adamis Common Stock issuable in exchange for one (1) share of DMK Common Stock outstanding immediately before the Effective Time, with such number of shares of Adamis Common Stock determined as follows: subject to Section 1.6(a), (1) the DMK Valuation, divided by (2) the Adamis Average Closing Price (with the result rounded to two (2) decimal places or such other number of places as Adamis and DMK may agree), and then (3) divided by the number of DMK Outstanding Shares (with the result rounded to six (6) decimal places, or such other number of places as Adamis and DMK may agree), in which:
Calculation of the Exchange Ratio. (i) If the Closing Price is equal to or greater than thirty dollars and forty cents ($30.40), but less than or equal to forty two dollars and seventy five cents ($42.75), the Exchange Ratio will be computed using the following formula: ((Base Price - Tender Premium) / Calculation Price) / Common Shares = Exchange Ratio
Calculation of the Exchange Ratio. At the end of trading on the day preceding the Effective Time, Parent shall deliver a certificate (the "Parent Certificate") to the Company certifying as to the true and correct Series B Stock Closing Price. On such day, following the receipt of the Parent Certificate, the Chief Executive Officer and Chief Financial Officer of the Company shall deliver a certificate (the "Company Certificate") to Parent and Acquisition Corp. certifying in their capacity as such officers on behalf of the Company as to the true and correct Series B Stock Preference Amount, the Net Stock Consideration, the aggregate outstanding Fully Diluted Company Common Stock, the Exchange Ratio, the total percentage of the Gross Stock Consideration payable or issuable to each Shareholder and, subject to the second sentence of Section 3.04, the total percentage of the Escrowed Shares to be delivered to the Escrow Agent of behalf of each Shareholder. To the extent either Parent or the Company disputes any calculations made by the other party in the Parent Certificate or the Company Certificate, as the case may be, such parties shall use reasonable efforts to promptly resolve any such dispute.
