Closing Ownership Ratio definition

Closing Ownership Ratio means (A) the Merger Consideration, divided by (B) the total number of Acquiror Common Shares issued and outstanding immediately after the First Effective Time.
Sample 1

Examples of Closing Ownership Ratio in a sentence

  • Except as otherwise contemplated by Section 12.4(a), the Parties agree recovery by the GPIAC Indemnified Parties for any Damages (as finally determined pursuant to this Article XII) shall be satisfied from the Indemnification Escrow Shares by Escrow Agent’s release to Acquiror, and upon receipt thereof, Acquiror’s prompt cancellation of: an amount of Acquiror Common Shares equal to (A) such Damages, divided by $10.00; divided by (B) the Closing Ownership Ratio.

Related to Closing Ownership Ratio

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Allocation Ratio With respect to any Series, as defined in the related Supplement.

  • Aggregate Share Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding Shares and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Controlling ownership interest means ownership of or entitlement to more than twenty-five percent of shares or capital or profits of the company;

  • Closing Level : means the official daily Closing Level of the Index as published by the Index Sponsor in relation to each Scheduled Trading Day during the Investment Term.

  • Total Shareholders’ Equity means the total shareholders' equity of a Person as determined in accordance with GAAP (calculated excluding unrealized gains (losses) of securities as determined in accordance with FASB 115).

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Capital Account Limitation has the meaning set forth in Section 4.05(b) hereof.

  • Common Unit Economic Balance means (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 6.2.D hereof, divided by (ii) the number of the General Partner’s Partnership Common Units.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • OP Unit Economic Balance has the meaning set forth in Section 6.03(c) hereof.

  • Sharing Ratio means, subject in each case to adjustments in accordance with this Agreement or in connection with Dispositions of Membership Interests, (a) in the case of a Member executing this Agreement as of the date of this Agreement or a Person acquiring such Member’s Membership Interest, the percentage specified for that Member as its Sharing Ratio on Exhibit A and (b) in the case of Membership Interests issued pursuant to Section 3.1, the Sharing Ratio established pursuant thereto; provided, however, that the total of all Sharing Ratios shall always equal 100%.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Aggregate Stock Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding shares of Equity Stock. The value of the outstanding shares of Equity Stock shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.