Recalculated Exchange Ratio Sample Clauses

Recalculated Exchange Ratio. (a) In the event that, between the date hereof and the Effective Time, there occurs any Company Issuance, Company Purchase, Company Dividend or Company Asset Sale, then the Company shall prepare the following computation (the “Recalculated Exchange Ratio”): Recalculated Exchange Ratio = [(1.4 ´ (A — D — F) + B — C) ¸ G] + [(E — I) ¸ H] 5.17 Where: A = Company Book Value plus the proceeds received or to be received by the Company upon exercise of all rights to receive Company Common Shares (whether or not such rights are vested or subject to the satisfaction of conditions precedent) other than those rights arising from issuances, or agreements to issue, in connection with or pursuant to (i) any exercise of Company Employee Options, (ii) any Company Benefit Plan or (iii) any Permitted Officer Share Transaction B = Company Issuance Consideration C = Company Purchase Consideration D = Company Dividend Amount E = The positive dollar amount, if any, by which $60 million exceeds the amount of Special Dividend paid prior to the Closing Date F = Company Asset Sale Reduction Amount G = 33,560,385 plus any Company Common Shares issued pursuant to a Company Issuance less any Company Common Shares purchased pursuant to a Company Purchase plus any Company Common Shares that will be deliverable upon exercise of all rights to receive Company Common Shares (whether or not such rights are vested or subject to the satisfaction of conditions precedent), other than those rights arising from issuances, or agreements to issue, in connection with or pursuant to (i) any exercise of Company Employee Options, (ii) any Company Benefit Plan or (iii) any Permitted Officer Share Transaction H = 33,868,998 I = $60 million