Exchange Ratio Modification Number definition

Exchange Ratio Modification Number means the provision that, under the terms of the Transaction Agreement, if the Acquisition would otherwise result in the issuance of AbbVie Shares in excess of 19.99% of the AbbVie Shares outstanding immediately prior to the Completion Date (the “Share Cap”), the Exchange Ratio shall be reduced by the smallest number (rounded to the nearest 0.0001) that causes the total number of AbbVie Shares issuable in the Acquisition to not exceed the Share Cap (the “Revised Exchange Ratio Number”), and the Cash Consideration shall be increased by an amount in cash equal to (x) the Revised Exchange Ratio Number multiplied by (y) the VWAP of the AbbVie Shares.
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Exchange Ratio Modification Number means the provision that, under the terms of the Transaction Agreement,
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Examples of Exchange Ratio Modification Number in a sentence

  • The Acquisition will be effected by means of a “scheme of arrangement” in accordance with Chapter 1 of Part 9 of the Act pursuant to which Acquirer Sub, a wholly owned subsidiary of AbbVie, will acquire all of the outstanding Allergan Shares in exchange for 0.8660 AbbVie Shares and $120.30 in cash (and Cash Consideration in lieu of Fractional Entitlements) per Allergan Share, subject to adjustment in accordance with the Exchange Ratio Modification Number.

  • Subject to adjustment in accordance with the Exchange Ratio Modification Number.

  • The Acquisition and the Scheme The Acquisition will be effected by means of a “scheme of arrangement” in accordance with Chapter 1 of Part 9 of the Act pursuant to which Acquirer Sub, a wholly owned subsidiary of AbbVie, will acquire all of the outstanding Allergan Shares in exchange for 0.8660 AbbVie Shares and $120.30 in cash (and Cash Consideration in lieu of Fractional Entitlements) per Allergan Share, subject to adjustment in accordance with the Exchange Ratio Modification Number.

Related to Exchange Ratio Modification Number

  • Conversion Number means the number, or formula for determining the number, of ordinary Shares into which a Converting Preference Share will convert upon conversion.

  • Validation Number means a game-wide, unique 10-digit Validation Number that is printed in Validation font ( ) in black ink below the play area on the front of the Ticket and covered with latex coating and overprinting graphic.

  • Stock Election Number shall have the meaning set forth in Section 3.2.1.

  • Class C Par Value Ratio means, as of any Measurement Date on and after the Effective Date, the ratio (expressed as a percentage) obtained by dividing (a) the amount equal to the Adjusted Collateral Principal Amount by (b) the sum of the Principal Amount Outstanding of each of the Class A Notes, the Class B Notes and the Class C Notes.

  • Class D Par Value Ratio means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing (a) the amount equal to the Aggregate Collateral Balance less the Par Value Test Excess Adjustment Amount by (b) the sum of the Principal Amount Outstanding of each of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes.

  • Accession Number 20121026–5080. Comments Due: 5 p.m. e.t. 11/16/12. Docket Numbers: ER13–206–000.

  • EPA identification number means the number assigned by EPA to each generator, transporter, and treatment, storage, or disposal facility.

  • Identification number means the Limited Liability Partnership Identification Number or the Corporate Identity Number, as the case may be;

  • MERS Identification Number The eighteen digit number permanently assigned to each MERS Designated Mortgage Loan.

  • Location Routing Number (LRN means the ten (10) digit number that is assigned to the network switching elements (Central Office–Host and Remotes as required) for the routing of calls in the network. The first six (6) digits of the LRN will be one of the assigned NPA NXX of the switching element. The purpose and functionality of the last four (4) digits of the LRN have not yet been defined but are passed across the network to the terminating switch.

  • Registration number means the number allocated to the registered person for the purpose of this Act;

  • Location Routing Number or "LRN" means a unique ten- (10)-digit number assigned to a Central Office Switch in a defined geographic area for call routing purposes. This ten- (10)-digit number serves as a network address and the routing information is stored in a database. Switches routing calls to subscribers whose telephone numbers are in portable NXXs perform a database query to obtain the Location Routing Number that corresponds with the Switch serving the dialed telephone number. Based on the Location Routing Number, the querying Carrier then routes the call to the Switch serving the ported number. The term "LRN" may also be used to refer to a method of LNP. "Long Distance Service" (see "Interexchange Service").

  • Vehicle identification number means the number, letters, or combination of numbers and letters

  • Taxpayer Identification Number (TIN), as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number.

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Conversion Ratio means the ratio (expressed as the number of Shares to which one Warrant relates) specified by the Issuer, subject to adjustments in accordance with these Conditions.

  • Taxpayer Identification Number or “TIN” shall mean the Internal Revenue Service term for identification in the administration of tax laws, which includes the Social Security Number (“SSN”) and/or Employer Identification Number (“EIN”).

  • Debt to Capitalization Ratio means, with respect to the Borrower, as of any date of determination, the ratio of (a) Total Debt for the Borrower as of such date to (b) Total Capitalization for the Borrower as of such date.

  • DUNS Number means a unique nine digit identification number provided by Dun & Bradstreet for each physical location of Grantee’s organization. Assignment of a DUNS Number is mandatory for all organizations seeking an Award from the state of Illinois.

  • Employer identification number means the Federal Social Security number used on the Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form 941.

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

  • CAS number means the Chemical Abstract Service registry number identifying a particular substance.

  • Capitalization Ratio means, at any date of determination, the ratio of (a) Funded Debt to (b) Capitalization.

  • Adjustment ratio means the value of index A divided by index

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Taxpayer resource transaction means a sale, purchase, lease, donation of money, goods, services, or real property, or any other transaction between a governmental entity and a private entity that provides to the private entity something of value derived from state or local tax revenue, regardless of whether the governmental entity receives something of value in return.