Exchange Formula Clause Samples
An Exchange Formula clause defines the method by which the value or quantity of items, assets, or payments to be exchanged between parties is calculated. Typically, this clause specifies the variables, reference points, or indices used to determine the final amounts, such as market prices on a certain date or agreed conversion rates. By establishing a clear and objective calculation method, the clause ensures transparency and fairness in exchanges, reducing the risk of disputes over valuation.
Exchange Formula. The number of Premier LP Class B Common Units to be issued to each Stockholder in consideration of the Contribution, when added to the Class B Common Units issued to such Stockholder based upon such Stockholder’s Premier LP capital account balance prior to giving effect to the Contribution, shall be equal to the total number of Premier LP Class B Common Units outstanding immediately following the Reorganization multiplied by Stockholder’s Percentage Interest in the Premier LP Class B Common Units as calculated by Premier LP. For purposes of this Agreement, the term “Percentage Interest” means (a) the independently appraised fair market value of Premier, Inc. prior to giving effect to the Reorganization multiplied by Stockholder’s percentage interest in the total issued and outstanding common stock of Premier, Inc. as of the Effective Date (but prior to the Reorganization) plus (b) the independently appraised fair market value of Premier LP prior to giving effect to the Reorganization multiplied by Stockholder’s percentage interest in the aggregate capital accounts of all partners as of the Effective Date (but prior to the Reorganization), divided by (c) the sum of the independently appraised fair market value of Premier, Inc. and the independently appraised fair market value of Premier LP, in each case prior to giving effect to the Reorganization. An illustrative calculation is set forth on Annex I attached hereto.
Exchange Formula. As a result of the Closing, each share of HSI Common Stock shall be exchanged for the right to receive the portion of the HSI Consideration obtained by dividing (x) HSI Consideration, as adjusted pursuant to ss. 2.10 of the Merger Agreement, by (y) the number of shares of HSI Common Stock issued and outstanding immediately prior to the Effective Date other than those owned by HSI or MergerSub. Each former HSI Shareholder entitled to receive HSI consideration shall have the right to elect to receive a portion of the HSI Consideration distribution to him or her as cash in lieu of ProMedCo Stock consistent with the following restrictions: the HSI Consideration shall be comprised of (x) the number of shares of ProMedCo Stock, valued at the Tax Value per share, equal to at least 50% of the portion of the HSI Consideration then being distributed (including cash paid in lieu of fractional shares), and (y) cash in the amount determined by subtracting the aggregate Tax Value of such shares from the HSI Consideration. The Surviving Corporation shall not deliver any fraction of a share of ProMedCo Common Stock but will deliver a whole number of shares of ProMedCo Common Stock rounded up to the next whole number with the value of the fractional share being reflected in the amount of cash distributed. ProMedCo shall have the option in its sole discretion of effecting a cash merger if the price per share of ProMedCo common stock is less than $8.00 in the agreed-upon period prior to closing.
Exchange Formula. As a result of the Merger, each share of HP Common Stock, including those shares owned by MergerSub by virtue of the HSI Merger, shall be exchanged for the right to receive the portion of the HP Consideration obtained by dividing (x) HP Consider ation by (y) the number of shares of HP Common Stock issued and outstanding immediately prior to the Effective Date excluding the shares owned by MergerSub. The HP Consideration shall be distributed in accordance with the terms and time schedule set forth in the Merger Agreement. The deemed value per share of ProMedCo common stock, for purposes of calculat ing the HP Consideration, shall be the Market Value. The Surviving Corporation shall not deliver any fraction of a share of ProMedCo Common Stock but will deliver a whole number of shares of ProMedCo Common Stock rounded down to the next whole number with the value of the fractional share being reflected in the amount of cash distributed. ProMedCo shall have the option in its sole discretion of effecting a cash merger if the price per share of ProMedCo common stock is less than $8.00 in the agreed-upon period prior to closing. In the event of such election by ProMedCo, the HP Consideration shall be grossed up to account for the adverse tax consequences of a cash-only merger to the HP shareholders, as set forth in greater detail in the Merger Agreement.
Exchange Formula. The WMM Preferred Stock and Common Stock shall be converted in to the number of shares of ProMedCo Stock resulting from application of the following formulas:
(a) WMM PREFERRED STOCK: Y = Pref/Price
(b) COMMON STOCK Z = [Shares-(Y x PS)]/WMMS where Pref = $5.00 (the WMM Preferred Stock Liquidation Preference). PS = 8,500 (the number of shares of WMM Preferred Stock per Section 3.2) Z = the number of shares of ProMedCo Stock to be exchanged for each share of WMM Common Stock; Shares = Consideration/Price; Consideration has the meaning set forth in Article 1; Price = ProMedCo IPO Price if the ProMedCo IPO Date occurs on or prior to January 31, 1997 or if not, the Hypothetical ProMedCo Stock Price. WMMS = 11,577 (number of share of WMM Common Stock shares outstanding per Section 3.2)(1) --------------------
(1) Thus if Price = $14.00 and Consideration = $4,000,000, ProMedCo would issue 0.3571 of a share of its Common Stock for each share of WMM Preferred stock as follows: Y =Pref/Price Y = $5.00/$14.00 = 0.3571 and 24.417 shares of its Common Stock for each share of WMM Common Stock as follows: Shares = Consideration/Price = $4,000,000/$14.00 = 285,714 Z = (Shares-(Y x PS))/WMMS = (285,714-(0.3571 x 8,500))/11,577 = 24.417 ProMedCo Shares -------- Recap: Total Preferred Shares = 8,500 x 0.3571 = 3,035 Total Common Shares = 24.417 x 11,577 = 282,676 ------- Total ProMedCo Shares 285,710 =======
Exchange Formula. Upon the exercise of an Optional Conversion or the occurrence of a Mandatory Conversion Event, the number of Common Shares which each Series V Special Share is convertible into shall be equal to the Series V Redemption Price divided by US $45.00 (the “Conversion Denominator”), and shall be subject to adjustment from time to time in the events and in the manner provided by Section 24.7(h) below.