Determination of Exchange Ratio. (i) As promptly as practicable, and in any event within ten (10) days after the Determination Date, each Calculating Party shall prepare and deliver to the Receiving Party a Proposed Book Value Schedule, together with such supporting documentation that the Receiving Party may reasonably request.
Determination of Exchange Ratio. (i) As promptly as practicable, and in any event within ten (10) Business Days after the Determination Date, each Calculating Party shall prepare and deliver to the Receiving Party a Proposed Book Value Schedule, together with such supporting documentation that the Receiving Party may reasonably request. The Proposed Book Value Schedule of Company shall include, and the Company Adjusted Book Value Per Share shall reflect, the value of the asset(s) set forth on Schedule 3.1(c)(i) of the Company Disclosure Letter as determined by an Independent Accounting or Valuation Firm (defined below) applying the guidelines set forth on Schedule 3.1(c)(i) of the Company Disclosure Letter and conducted prior to the Determination Date; provided, however, that (A) nothing in this Section 3.1(c)(i) shall prohibit Company from selling or otherwise disposing the asset(s) set forth on Schedule 3.1(c)(i) of the Company Disclosure Letter for fair market value prior to the Determination Date and (B) the fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(i) shall be borne by Parent.
Determination of Exchange Ratio. If the Average Price of Parent Common Stock is, as of the date that is two business days prior to the earliest of the Parent Shareholders Meeting or Company Shareholders Meeting contemplated by Section 7.4 hereof (the “Price Determination Date”), equal to or greater than $32.54 but less than or equal to $52.54, the Exchange Ratio shall be 0.188; provided, however, that if the Average Price of Parent Common Stock is, as of the Price Determination Date, less than $32.54 or greater than $52.54 (in either case, an “Ultimate Price Event”), then Parent and the Company shall seek, in good faith, to negotiate an Exchange Ratio that is acceptable to both parties, and if such parties fail to reach agreement within two business days of the Price Determination Date, either Parent or Company shall have the right to terminate this Agreement pursuant to Section 9.2(e).
Determination of Exchange Ratio. Parent shall calculate the Exchange Ratio and the Parent Stock Value and such calculations shall be conclusive absent manifest error. Parent will issue a press release before 9:00 A.M., New York City time, on the last full trading day before the date of the expiration of the Offer, announcing the Exchange Ratio and the Parent Stock Value.
Determination of Exchange Ratio. (a) At the Closing, the Company shall deliver to the Buyer a certificate, in form and substance satisfactory to The Buyer and signed by the Company's President and Chief Financial Officer (the "Company Closing Certificate"), certifying (i) that the warrant ("Warrant")
Determination of Exchange Ratio. (a) For purposes of this Agreement, the following terms shall have the following meanings:
Determination of Exchange Ratio. (i) No later than five (5) Business Days after the date that the Registration Statement is declared effective (but if the Registration Statement is declared effective on or after September 30, 2018, then no earlier than October 5, 2018), Sirius shall prepare and deliver to Easterly its good faith estimates of the September 30 Book Value and the Adjusted September 30 DBVPS (the “Proposed Book Value Schedule”), together with such supporting documentation that Easterly may reasonably request. The final, conclusive and binding estimates of September 30 Book Value and Adjusted September 30 DBVPS, as determined pursuant to this Section 2.1(g), are referred to herein as the “Estimated September 30 Book Value” and “Estimated Adjusted September 30 DBVPS,” respectively.
Determination of Exchange Ratio. (a) No later than five days after the Parent receives the Company's Disclosure Schedule, the Parent shall deliver to the Company a notice (the "Parent's Notice") that either (i) states the Exchange Ratio, which, subject to Section 2.3, shall not be less than 1.30 nor more than 1.40, or (ii) states that the Company Disclosure Schedule, or the due diligence investigation theretofore conducted by the Parent, causes the Board of Directors of the Parent to conclude that there exists material information concerning the Company that (A) may be reasonably expected to materially and adversely affect the financial condition, operations, business or prospects of the Company or the enforceability of this Agreement, and (B) if known at the date of this Agreement, the Parent would not have entered into this Agreement, at least not at an Exchange Ratio of 1.3 or higher. If the Parent's Notice contains the statement described in clause (ii) of the preceding sentence, then the Parent may, at its option: (i) within 10 days after the date on which the Parent receives the Company Disclosure Schedule, terminate this Agreement pursuant to Section 7.1(c); or (ii) proceed with the transactions contemplated by this Agreement, with an Exchange Ratio of 1.3. If the Parent's Notice states an Exchange Ratio of 1.3 or higher, then the Exchange Ratio stated in the notice shall, subject to Section 2.3, be conclusive and binding on each party, and shall be the Exchange Ratio for purposes of this Agreement, unless within five business days after its receipt of both the Parent Disclosure Schedule and the Parent's Notice, the Company delivers to the Parent notice stating that (x) the Parent Disclosure Schedule, or the due diligence investigation conducted by the Company, causes the Board of Directors of the Company to conclude that there exists material information concerning the Parent that may be reasonably expected to materially and adversely affect the financial condition, operations, business of the Parent or the enforceability of this Agreement, and (y) if known at the date of this Agreement, the Company would not have entered into this Agreement, at least not at the Exchange Ratio proposed by the Parent. If the Company delivers such written notice within such five day period, then the Company and the Parent shall negotiate in good faith with a view toward agreement upon the amount of the Exchange Ratio. If the Company and the Parent are unable to resolve their differences within five ...
Determination of Exchange Ratio. (a) The aggregate number of shares (or fraction thereof) of Guaranty Common Stock to be exchanged for each share of TLB Common Stock shall be adjusted appropriately to reflect any change in the number of shares of Guaranty Common Stock by reason of any stock dividends or splits, reclassification, recapitalization or conversion with respect to Guaranty Common Stock, received or to be received by holders of Guaranty Common Stock, when the record date or payment occurs prior to the Effective Time.
Determination of Exchange Ratio. (a) No later than five (5) business days prior to the Closing Date (the “Determination Date”), the Company will deliver to Parent a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of (i) Net Cash of the Company and its consolidated subsidiaries as of the close of business on the last business day prior to the anticipated Closing Date (the “Cash Determination Time”) and (ii) any potential Company Licensing Deal Revenue, as determined in good faith by the Company, in each case, prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Parent, as reasonably requested by Xxxxxx, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and the calculation of potential Company Licensing Deal Revenue and, if reasonably requested by Parent, the Company’s accountants and counsel at reasonable times and upon reasonable notice.
